<Page>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

/ /  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
   OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

/X/  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
   OF THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM JANUARY 1, 2001 TO SEPTEMBER 30, 2001
                            ------------------------

                         COMMISSION FILE NUMBER: 1-1861

                            TYCO CAPITAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                            <C>
                   NEVADA                                       65-1051227
        (STATE OR OTHER JURISDICTION                           (IRS EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
</Table>

             1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
             (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 (212) 536-1390
                        (REGISTRANT'S TELEPHONE NUMBER)
                            ------------------------

          Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>
                                                         NAME OF EACH EXCHANGE ON
             TITLE OF EACH CLASS                             WHICH REGISTERED
             -------------------                         ------------------------
<S>                                            <C>
      5 7/8% Notes due October 15, 2008                   New York Stock Exchange
</Table>

       SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /.

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    As of December 26, 2001, there were 100 shares of the Registrant's common
stock outstanding, all of which are held indirectly by Tyco International Ltd.

    THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I. 1(A)
AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED
DISCLOSURE FORMAT.

                      DOCUMENTS INCORPORATED BY REFERENCE.

    See pages 78 to 79 for the exhibit index.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                               TABLE OF CONTENTS

<Table>
<Caption>
      FORM 10-K
      ITEM NO.                                  NAME OF ITEM                            PAGE
<S>                     <C>                                                           <C>
                                            PART I

Item 1.                 Business....................................................      1

                          Overview..................................................      1

                          Securitization Program....................................      8

                          Industry Concentration....................................      9

                          Competition...............................................      9

                          Regulation................................................      9

                          Employees.................................................      9

Item 2.                 Properties..................................................     10

Item 3.                 Legal Proceedings...........................................     10

Item 4.                 Submission of Matters to a Vote of Security Holders.........     10

                                           PART II

Item 5.                 Market for Registrant's Common Equity and Related
                          Stockholder Matters.......................................     11

Item 6.                 Selected Financial Data.....................................     11

Item 7.                 Management's Discussion and Analysis of Financial Condition
                          and Results of Operations and.............................     13

Item 7A.                Quantitative and Qualitative Disclosure about Market Risk...     13

Item 8.                 Financial Statements and Supplementary Data.................     31

Item 9.                 Changes in and Disagreements with Accountants on Accounting
                          and Financial Disclosure..................................     77

                                           PART III

Item 10.                Directors and Executive Officers of the Registrant..........     77

Item 11.                Executive Compensation......................................     77

Item 12.                Security Ownership of Certain Beneficial Owners and
                          Management................................................     77

Item 13.                Certain Relationships and Related Transactions..............     77

                                           PART IV

Item 14.                Exhibits, Financial Statement Schedules and Reports on Form
                          8-K.......................................................     78

Signatures              ............................................................     80
</Table>

                                       i
<Page>
                                     PART I

ITEM 1. BUSINESS

OVERVIEW

    Tyco Capital Corporation, a Nevada corporation ("we," "Tyco Capital" or the
"Company"), formerly known as The CIT Group, Inc., is a leading global source of
financing and leasing capital for companies in more than 30 industries,
including many of today's leading industries and emerging businesses, offering
vendor, equipment, commercial, factoring, consumer, and structured financing
capabilities. On June 1, 2001, The CIT Group, Inc. was acquired by a
wholly-owned subsidiary of Tyco International Ltd. ("Tyco"), a diversified
manufacturing and service company, in a purchase business combination recorded
under the "push-down" method of accounting, resulting in a new basis of
accounting for the "successor" period beginning June 2, 2001. Information
relating to all "predecessor" periods prior to the acquisition is presented
using CIT's historical basis of accounting. Following the acquisition, we
changed our name to Tyco Capital Corporation and changed our fiscal year end
from December 31 to September 30 to conform with that of Tyco. Tyco Capital will
continue to operate its business independently, as a wholly-owned subsidiary of
Tyco. On September 30, 2001, we sold certain international subsidiaries that had
assets of approximately $1.8 billion and liabilities of $1.5 billion to a
non-U.S. subsidiary of Tyco for a promissory note of approximately
$295 million. The earnings of Tyco Capital included the results of these
subsidiaries through September 30, 2001.

    We commenced operations in 1908 and have developed a broad array of
"franchise" businesses that focus on specific industries, asset types and
markets, which are balanced by client, industry and geographic diversification.
We had $49.0 billion of managed assets and $10.6 billion of shareholder's equity
at September 30, 2001.

    We conduct our operations through strategic business units that market
products and services to satisfy the financing needs of specific customers,
industries, vendors/manufacturers, and markets. Our four business segments are
identified and described in greater detail below.

    We offer commercial lending and leasing in all four of the segments,
providing a wide range of financing and leasing products to small, midsize and
larger companies across a wide variety of industries, including: manufacturing,
retailing, transportation, aerospace, construction, technology, communication,
and various service-related industries. The secured lending, leasing and
factoring products of our operations include direct loans and leases, operating
leases, leveraged and single investor leases, secured revolving lines of credit
and term loans, credit protection, accounts receivable collection, import and
export financing, debtor-in-possession and turnaround financing, and acquisition
and expansion financing. Consumer lending is conducted in our Specialty Finance
segment and consists primarily of home equity lending to consumers originated
largely through a network of brokers and correspondents.

    Transactions are generated through direct calling efforts with borrowers,
lessees, equipment end-users, vendors, manufacturers and distributors and
through referral sources and other intermediaries. Transactions are also sourced
to us from Tyco's customers. In addition, our strategic business units jointly
structure certain transactions and refer or cross-sell transactions to other
Tyco Capital units to best meet our customers' overall financing needs. We also
buy and sell participations in and syndications of finance receivables and/or
lines of credit. In addition, from time to time in the normal course of
business, we purchase finance receivables in bulk to supplement our originations
and sell select finance receivables and equipment under operating leases for
risk and other balance sheet management purposes, or to improve profitability.

    The four business segments that comprise Tyco Capital are as follows:

    - Equipment Financing and Leasing

    - Specialty Finance

    - Commercial Finance

                                       1
<Page>
    - Structured Finance

    The former Vendor Technology Finance and Consumer segments were combined to
form the Specialty Finance segment in 2001.

EQUIPMENT FINANCING AND LEASING SEGMENT

    Our Equipment Financing and Leasing operations had total financing and
leasing assets of $16.0 billion at September 30, 2001, representing 41.1% of
total financing and leasing assets. Total Equipment Financing and Leasing
managed assets were $20.5 billion or 41.7% of total managed assets. We conduct
our Equipment Financing and Leasing operations through two strategic business
units:

    - EQUIPMENT FINANCING offers secured equipment financing and leasing and
      focuses on the broad distribution of its products through manufacturers,
      dealers/distributors, intermediaries and direct calling efforts primarily
      in manufacturing, construction, transportation, food services/stores and
      other industries.

    - CAPITAL FINANCE offers secured equipment financing and leasing by directly
      marketing customized transactions of commercial aircraft and rail
      equipment.

    Equipment Financing and Capital Finance personnel have extensive expertise
in managing equipment over its full life cycle, including purchasing new
equipment, maintaining and repairing equipment, estimating residual values and
re-marketing via re-leasing or selling equipment. Equipment Financing's and
Capital Finance's equipment and industry expertise enables them to effectively
manage residual value risk. For example, Capital Finance can repossess
commercial aircraft, if necessary, obtain any required maintenance and repairs
for such aircraft and recertify such aircraft with appropriate authorities. We
manage the equipment, the residual value and the risk of equipment remaining
idle for extended periods of time and, where appropriate, we locate alternative
equipment users or purchasers. For each year in the period 1997 through 2000 and
for the nine months ended September 30, 2001, Equipment Financing and Capital
Finance have realized in excess of 100% of the aggregate booked residual values
in connection with equipment sales.

    The following table sets forth the managed assets of our Equipment Financing
and Leasing segment at September 30, 2001 and at December 31 for each of the
years in the four-year period ended December 31, 2000 ($ in millions).

<Table>
<Caption>
                                                                        DECEMBER 31,
                                        SEPTEMBER 30,   ---------------------------------------------
                                            2001          2000        1999        1998        1997
                                        -------------   ---------   ---------   ---------   ---------
                                         (SUCCESSOR)                    (PREDECESSOR)
<S>                                     <C>             <C>         <C>         <C>         <C>
Finance receivables...................    $11,555.2     $14,202.7   $12,999.6   $10,592.9   $ 9,804.1
Operating lease equipment, net........      4,437.2       5,875.3     4,017.1     2,774.1     1,905.6
                                          ---------     ---------   ---------   ---------   ---------
  Total financing and leasing
    assets............................     15,992.4      20,078.0    17,016.7    13,367.0    11,709.7
Finance receivables previously
  securitized
and still managed by us...............      4,464.8       6,387.2     2,189.4          --          --
                                          ---------     ---------   ---------   ---------   ---------
  Total managed assets................    $20,457.2     $26,465.2   $19,206.1   $13,367.0   $11,709.7
                                          =========     =========   =========   =========   =========
</Table>

    During the nine months ended September 30, 2001, certain intersegment
transfers of assets were completed from Equipment Financing to Specialty Finance
to better align marketing and risk management efforts, to further improve
operating efficiencies and to implement a more uniform North American strategy.

EQUIPMENT FINANCING

    Equipment Financing had total financing and leasing assets of $11.1 billion
at September 30, 2001, representing 28.4% of our total financing and leasing
assets. On a managed asset basis, Equipment Financing represents $15.5 billion
or 31.7% of total managed assets. Equipment Financing offers secured equipment
financing and leasing products, including loans, leases, wholesale and retail
financing for distributors and manufacturers, loans guaranteed by the U.S. Small
Business

                                       2
<Page>
Administration, operating leases, sale and leaseback arrangements, portfolio
acquisitions, municipal leases, revolving lines of credit and in-house
syndication capabilities.

    Equipment Financing is a diversified, middle-market, secured equipment
lender with a global presence and strong North American marketing coverage. At
September 30, 2001, its portfolio included significant financing and leasing
assets to customers in a number of different industries, with manufacturing
being the largest as a percentage of financing and leasing assets, followed by
construction and transportation.

    Products are originated through direct calling on customers and through
relationships with manufacturers, dealers, distributors and intermediaries that
have leading or significant marketing positions in their respective industries.
This provides Equipment Financing with efficient access to equipment end-users
in many industries across a variety of equipment types.

    The following table sets forth the managed assets of Equipment Financing at
September 30, 2001 and at December 31 for each of the years in the four-year
period ended December 31, 2000 ($ in millions). Both the increase in assets
during 2000 and the decrease in assets in 2001 resulted primarily from asset
transfers between Specialty Finance and Equipment Financing.

<Table>
<Caption>
                                                                             DECEMBER 31,
                                              SEPTEMBER 30,   -------------------------------------------
                                                  2001          2000        1999        1998       1997
                                              -------------   ---------   ---------   --------   --------
                                               (SUCCESSOR)                   (PREDECESSOR)
<S>                                           <C>             <C>         <C>         <C>        <C>
Finance receivables.........................    $ 9,782.0     $12,153.7   $10,899.3   $8,497.6   $7,403.4
Operating lease equipment, net..............      1,281.7       2,280.7     1,066.2      765.1      623.8
                                                ---------     ---------   ---------   --------   --------
  Total financing and leasing assets........     11,063.7      14,434.4    11,965.5    9,262.7    8,027.2
Finance receivables previously securitized
and still managed by us.....................      4,464.8       6,387.2     2,189.4         --         --
                                                ---------     ---------   ---------   --------   --------
  Total managed assets......................    $15,528.5     $20,821.6   $14,154.9   $9,262.7   $8,027.2
                                                =========     =========   =========   ========   ========
</Table>

CAPITAL FINANCE

    Capital Finance had financing and leasing assets of $4.9 billion at
September 30, 2001, which represented 12.7% of our total financing and leasing
assets and 10.0% of managed assets. Capital Finance specializes in providing
customized leasing and secured financing primarily to end-users of commercial
aircraft and railcars, including operating leases, single investor leases,
equity portions of leveraged leases, sale and leaseback arrangements, as well as
loans secured by equipment. Typical Capital Finance customers are middle-market
to larger-sized companies. New business is generated through direct calling
efforts supplemented with transactions introduced by intermediaries and other
referral sources.

    Capital Finance has provided financing to commercial airlines for over
thirty years. The Capital Finance aerospace portfolio includes most of the
leading U.S. and foreign commercial airlines, with a fleet of approximately 200
aircraft, and an average age of approximately nine years. Capital Finance has
developed strong direct relationships with most major airlines and major
aircraft and aircraft engine manufacturers. This provides Capital Finance with
access to technical information, which enhances customer service, and provides
opportunities to finance new business. During 2001, we entered into an agreement
with The Boeing Company to purchase 25 aircraft at a cost of approximately
$1.3 billion, with options to purchase an additional five units. Deliveries are
scheduled to take place from fiscal 2003 through 2005. Previously, we entered
into agreements with both Airbus Industrie and The Boeing Company to purchase a
total of 88 aircraft (at an estimated cost of approximately $5 billion), with
options to acquire additional units, and with the flexibility to delay or
terminate certain positions. Deliveries of these new aircraft are scheduled to
take place over a five-year period, which started in the fourth quarter of
calendar year 2000 and runs through 2005. As of September 30, 2001, nine
aircraft have been delivered.

    Capital Finance has over 25 years of experience in financing the rail
industry, contributing to its knowledge of asset values, industry trends,
product structuring and customer needs. Capital Finance has

                                       3
<Page>
a dedicated rail equipment group, maintains relationships with several leading
railcar manufacturers and has a significant direct calling effort on railroads
and rail shippers in the United States. The Capital Finance rail portfolio
includes loans and/or leases to all of the U.S. and Canadian Class I railroads
(which are railroads with annual revenues of at least $250 million) and numerous
shippers. The operating lease fleet includes primarily covered hopper cars used
to ship grain and agricultural products, plastic pellets and cement; gondola
cars for coal, steel coil and mill service; open hopper cars for coal and
aggregates; center beam flat cars for lumber; and boxcars for paper and auto
parts. Railcars total in excess of 43,000, with approximately 78% less than
six years old. Capital Finance also has a fleet of over 350 locomotives on lease
to U.S. railroads.

    The following table sets forth the financing and leasing assets of Capital
Finance at September 30, 2001 and at December 31 for each of the years in the
four-year period ended December 31, 2000 ($ in millions).

<Table>
<Caption>
                                                                              DECEMBER 31,
                                                SEPTEMBER 30,   -----------------------------------------
                                                    2001          2000       1999       1998       1997
                                                -------------   --------   --------   --------   --------
                                                 (SUCCESSOR)                  (PREDECESSOR)
<S>                                             <C>             <C>        <C>        <C>        <C>
Finance receivables...........................     $1,773.2     $2,049.0   $2,100.3   $2,095.3   $2,400.7
Operating lease equipment, net................      3,155.5      3,594.6    2,950.9    2,009.0    1,281.8
                                                   --------     --------   --------   --------   --------
  Total financing and leasing assets..........     $4,928.7     $5,643.6   $5,051.2   $4,104.3   $3,682.5
                                                   ========     ========   ========   ========   ========
</Table>

SPECIALTY FINANCE SEGMENT

    The Specialty Finance segment is the combination of our former Vendor
Technology Finance and Consumer segments, which were combined during the second
quarter of fiscal 2001, consistent with how activities are reported internally
to management. As a result, the assets of this segment include small ticket
commercial financing and leasing assets, vendor programs and consumer home
equity. At September 30, 2001, the Specialty Finance financing and leasing
assets totaled $11.2 billion, representing 28.8% of total financing and leasing
assets. Total Specialty Finance managed assets were $16.9 billion, representing
34.4% of total managed assets. As part of our review of non-strategic
businesses, in fiscal 2001 we sold approximately $1.4 billion of our
manufactured housing loan portfolio, are liquidating the remaining assets and we
are currently originating manufactured housing loans for warehousing sale to
third parties. We also exited the recreational vehicle finance receivables
origination market and placed the existing portfolio in liquidation status. In
October 2001, we sold approximately $700 million of this liquidating portfolio.
The primary focus of the consumer business is home equity lending.

    Specialty Finance forms relationships with industry-leading equipment
vendors, including manufacturers, dealers and distributors, to deliver
customized asset-based sales and financing solutions in a wide array of vendor
programs. These alliances allow Tyco Capital's vendor partners to better utilize
core competencies, reduce capital needs and drive incremental sales volume. As a
part of these programs, we offer (i) credit financing to the manufacturer's
customers for the purchase or lease of the manufacturer's products, and
(ii) enhanced sales tools to manufacturers and vendors, such as asset management
services, efficient loan processing and real-time credit adjudication. Higher
level partnership programs provide integration with the vendor's business
planning process and product offering systems to improve execution and reduce
cycle times. Specialty Finance has significant vendor programs in information
technology and telecommunications equipment and serves many other industries
through its global network.

    These vendor alliances feature traditional vendor finance programs, joint
ventures, profit sharing and other transaction structures entered into with
large, sales-oriented corporate vendor partners. In the case of joint ventures,
Specialty Finance and the vendor combine financing activities through a distinct
legal entity that is jointly owned. Generally, these arrangements are accounted
for on an equity basis, with profits and losses distributed according to the
joint venture agreement. Additionally, Specialty Finance generally purchases
finance receivables originated by the joint venture entities. Specialty Finance
also utilizes "virtual

                                       4
<Page>
joint ventures," whereby the assets are originated on Specialty Finance's
balance sheet, while profits and losses are shared with the vendor. These types
of strategic alliances are a key source of business for Specialty Finance. New
vendor alliance business is also generated through intermediaries and other
referral sources, as well as through direct end-user relationships.

    The home equity products include both fixed and variable-rate closed-end
loans and variable-rate lines of credit. This unit primarily originates,
purchases and services loans secured by first or second liens on detached,
single-family, residential properties. Customers borrow for the purpose of
consolidating debts, refinancing an existing mortgage, funding home
improvements, paying education expenses and, to a lesser extent, purchasing a
home, among other reasons. Specialty Finance primarily originates loans through
brokers and correspondents with a high proportion of home equity applications
processed electronically over the internet via BrokerEdge-SM- using proprietary
systems. Through experienced lending professionals and automation, Specialty
Finance provides rapid turnaround time from application to loan funding, which
is critical to broker relationships.

    Specialty Finance sells individual loans and portfolios of loans to banks,
thrifts and other originators of consumer loans to maximize the value of its
origination network and to improve overall profitability. Contract servicing for
securitization trusts and other third parties is provided through a centralized
consumer Asset Service Center. Commercial assets are serviced via several
centers in the United States, Canada and internationally. Our Asset Service
Center centrally services and collects substantially all of our consumer
receivables, including loans originated or purchased by our Specialty Finance
segment, as well as loans originated or purchased and subsequently securitized
with servicing retained. The servicing portfolio also includes loans owned by
third parties that are serviced by our Specialty Finance segment for a fee on a
"contract" basis. These third-party portfolios totaled $3.2 billion at
September 30, 2001.

    The following table sets forth the managed assets of our Specialty Finance
segment at September 30, 2001 and at December 31 for each of the years in the
four-year period ended December 31, 2000 ($ in millions). The reduction in
financing and leasing assets during 2001 reflects the disposition (or partial
disposition) of non-strategic businesses, including the United Kingdom dealer
business and manufactured housing loans.

<Table>
<Caption>
                                                                             DECEMBER 31,
                                              SEPTEMBER 30,   -------------------------------------------
                                                  2001          2000        1999        1998       1997
                                              -------------   ---------   ---------   --------   --------
                                               (SUCCESSOR)                   (PREDECESSOR)
<S>                                           <C>             <C>         <C>         <C>        <C>
Finance receivables
  Commercial................................    $ 5,812.0     $ 6,864.5   $ 7,488.9   $     --   $     --
  Home equity...............................      2,760.2       2,451.7     2,215.4    2,244.4    1,992.3
  Liquidating portfolios:
    Recreational vehicles(1)................        742.6         648.0       361.2      744.0      501.9
    Manufactured housing....................        470.9       1,802.1     1,666.9    1,417.5    1,125.7
    Other(2)................................        229.7         298.2       462.8      848.4      313.1
Operating lease equipment, net..............      1,167.7       1,256.5     2,108.8         --         --
                                                ---------     ---------   ---------   --------   --------
Total financing and leasing assets(3).......     11,183.1      13,321.0    14,304.0    5,254.3    3,933.0
Finance receivables previously securitized
  and still managed by us...................      5,683.1       4,729.1     8,849.9    2,516.9    2,385.6
                                                ---------     ---------   ---------   --------   --------
  Total managed assets......................    $16,866.2     $18,050.1   $23,153.9   $7,771.2   $6,318.6
                                                =========     =========   =========   ========   ========
</Table>

------------------------------

(1)  In October 2001, we sold approximately $700 million of recreational vehicle
     finance receivables.

(2)  Balances include recreational boat and wholesale loan product lines exited
     in 1999.

(3)  Prior year balances have been conformed to include our former Vendor
     Technology and Consumer segments.

    As previously discussed, during the nine months ended September 30, 2001,
certain intersegment transfers of assets were completed from Equipment Financing
to Specialty Finance and are reflected in the table above.

                                       5
<Page>
COMMERCIAL FINANCE SEGMENT

    At September 30, 2001, the financing and leasing assets of our Commercial
Finance segment totaled $8.6 billion, representing 22.2% of total financing and
leasing assets and 17.6% of managed assets. We conduct our Commercial Finance
operations through two strategic business units, both of which focus on accounts
receivable and inventories as the primary source of security for their lending
transactions.

    - COMMERCIAL SERVICES provides factoring and receivable/collection
      management products and secured financing to companies in apparel,
      textile, furniture, home furnishings and other industries.

    - BUSINESS CREDIT provides secured financing to a full range of borrowers
      from small to larger-sized companies.

    The following table sets forth the financing and leasing assets of
Commercial Finance at September 30, 2001 and at December 31 for each of the
years in the four-year period ended December 31, 2000 ($ in millions).

<Table>
<Caption>
                                                                          DECEMBER 31,
                                            SEPTEMBER 30,   -----------------------------------------
                                                2001          2000       1999       1998       1997
                                            -------------   --------   --------   --------   --------
                                             (SUCCESSOR)                  (PREDECESSOR)
<S>                                         <C>             <C>        <C>        <C>        <C>
Commercial Services.......................    $5,099.4      $4,277.9   $4,165.1   $2,481.8   $2,113.1
Business Credit...........................     3,544.9       3,415.8    2,837.0    2,514.4    2,137.7
                                              --------      --------   --------   --------   --------
  Total financing and leasing assets......    $8,644.3      $7,693.7   $7,002.1   $4,996.2   $4,250.8
                                              ========      ========   ========   ========   ========
</Table>

    In 1999, Commercial Services acquired two domestic factoring companies,
which added in excess of $1.5 billion in financing and leasing assets.

COMMERCIAL SERVICES

    Commercial Services had total financing and leasing assets of $5.1 billion
at September 30, 2001, which represented 13.1% of our total financing and
leasing assets and 10.4% of managed assets. Commercial Services offers a full
range of domestic and international customized credit protection, lending and
outsourcing services that include working capital and term loans, factoring,
receivable management outsourcing, bulk purchases of accounts receivable, import
and export financing and letter of credit programs.

    Financing is provided to clients through the purchase of accounts receivable
owed to clients by their customers, as well as by guaranteeing amounts due under
letters of credit issued to the clients' suppliers, which are collateralized by
accounts receivable and other assets. The purchase of accounts receivable is
traditionally known as "factoring" and results in the payment by the client of a
factoring fee which is commensurate with the underlying degree of credit risk
and recourse, and which is generally a percentage of the factored receivables or
sales volume. When Commercial Services "factors" (i.e., purchases) a customer
invoice from a client, it records the customer receivable as an asset and also
establishes a liability for the funds due to the client ("credit balances of
factoring clients"). Commercial Services also may advance funds to its clients
prior to collection of receivables, typically in an amount up to 80% of eligible
accounts receivable (as defined for that transaction), charging interest on such
advances (in addition to any factoring fees) and satisfying such advances from
receivables collections.

    Clients use Commercial Services' products and services for various purposes,
including improving cash flow, mitigating or reducing the risk of charge-offs,
increasing sales and improving management information. Further, with the
TotalSource(SM) product, clients can outsource bookkeeping, collection and

                                       6
<Page>
other receivable processing activities. These services are attractive to
industries outside the typical factoring markets, providing growth opportunities
for Commercial Services.

    Commercial Services generates business regionally from a variety of sources,
including direct calling efforts and referrals from existing clients and other
sources.

BUSINESS CREDIT

    Financing and leasing assets of Business Credit totaled $3.5 billion at
September 30, 2001 and represented 9.1% of our total financing and leasing
assets and 7.2% of managed assets. Business Credit offers revolving and term
loans secured by accounts receivable, inventories and fixed assets to smaller
through larger-sized companies. Clients use such loans primarily for working
capital, growth, expansion, acquisitions, refinancings and debtor-in-possession
financing, reorganization and restructurings, and turnaround financings.
Business Credit sells and purchases participation interests in such loans to and
from other lenders.

    Through its variable interest rate senior revolving and term loan products,
Business Credit meets its customers' financing needs that are otherwise not met
through bank or other unsecured financing alternatives. Business Credit
typically structures financings on a secured basis, though, from time to time,
it may look to a customer's cash flow to support a portion of the credit
facility. Revolving and term loans are made on a variable interest rate basis
based on published indexes, such as LIBOR or a prime rate of interest.

    Business is originated through direct calling efforts and intermediary and
referral sources, as well as through sales and regional offices. Business Credit
has focused on increasing the proportion of direct business origination to
improve its ability to capture or retain refinancing opportunities and to
enhance finance income. Business Credit has developed long-term relationships
with selected finance companies, banks and other lenders and with many
diversified referral sources.

STRUCTURED FINANCE SEGMENT

    Structured Finance had financing and leasing assets of $3.1 billion,
comprising 7.9% of our total financing and leasing assets and 6.3% of managed
assets at September 30, 2001. Structured Finance operates internationally
through operations in the United States, Canada and Europe. Structured Finance
provides specialized investment banking services to the international corporate
finance and institutional finance markets by providing asset-based financing for
large ticket asset acquisitions and project financing and related advisory
services to equipment manufacturers, corporate clients, regional airlines,
governments and public sector agencies. Communications, transportation, and the
power and utilities sectors are among the industries that Structured Finance
serves.

    Structured Finance also serves as an origination conduit to its lending
partners by seeking out and creating investment opportunities. Structured
Finance has established relationships with insurance companies and institutional
investors and can arrange financing opportunities that meet asset class, yield,
duration and credit quality requirements. Accordingly, syndication capability
and fee generation are key characteristics of Structured Finance's business.

    Structured Finance continues to arrange transaction financing and
participate in merger and acquisition transactions and has investments in
emerging growth enterprises in selected industries, including information
technology, communications, life science and consumer products.

                                       7
<Page>
    The following table sets forth the financing and leasing assets of
Structured Finance at September 30, 2001 and at December 31, 2000 and 1999 ($ in
millions).

<Table>
<Caption>
                                                                          DECEMBER 31,
                                                       SEPTEMBER 30,   -------------------
                                                           2001          2000       1999
                                                       -------------   --------   --------
                                                        (SUCCESSOR)       (PREDECESSOR)
<S>                                                    <C>             <C>        <C>
Finance receivables..................................    $2,681.2      $2,347.3   $1,933.9
Operating lease equipment, net.......................        45.0          58.8         --
Other--Equity Investments............................       342.2         285.8      137.3
                                                         --------      --------   --------
  Total financing and leasing assets.................    $3,068.4      $2,691.9   $2,071.2
                                                         ========      ========   ========
</Table>

SECURITIZATION PROGRAM

    We fund most asset originations on our balance sheet by accessing various
sectors of the capital markets, including the term debt and commercial paper
markets. In an effort to broaden funding sources and to provide an additional
source of liquidity, we have in place an array of securitization programs to
access both the public and private asset-backed securitization markets. Current
products in these programs include receivables and leases secured by equipment
and consumer loans secured by recreational vehicles and residential real estate.
During the nine months ended September 30, 2001, we securitized $3.3 billion of
financing and leasing assets and the outstanding securitized asset balance at
September 30, 2001 was $10.1 billion or 20.7% of our total managed assets.

    Under a typical asset-backed securitization, we sell a "pool" of secured
loans or leases to a special-purpose entity, typically a trust. The
special-purpose entity, in turn, issues certificates and/or notes that are
collateralized by the pool and entitle the holders thereof to participate in
certain pool cash flows. We retain the servicing of the securitized contracts,
for which we earn a servicing fee. We also participate in certain "residual"
cash flows (cash flows after payment of principal and interest to certificate
and/or note holders, servicing fees and other credit-related disbursements). At
the date of securitization, we estimate the "residual" cash flows to be received
over the life of the securitization, record the present value of these cash
flows as a retained interest in the securitization (retained interests can
include bonds issued by the special-purpose entity, cash reserve accounts on
deposit in the special-purpose entity or interest only receivables) and
typically recognize a gain.

    In estimating residual cash flows and the value of the retained interests,
we make a variety of financial assumptions, including pool credit losses,
prepayment speeds and discount rates. These assumptions are supported by both
our historical experience and anticipated trends relative to the particular
products securitized. Subsequent to recording the retained interests, we review
them quarterly for impairment based on estimated fair value. These reviews are
performed on a disaggregated basis. Fair values of retained interests are
estimated utilizing current pool demographics, actual note/certificate
outstandings, current and anticipated credit losses, prepayment speeds and
discount rates. During the nine months ended September 30, 2001 we recorded
securitization gains of $97.7 million (11.6% of pre-tax income prior to
non-recurring charges) on $3.3 billion of financing and leasing assets
securitized. During the same nine months in 2000, we recorded securitization
gains of $68.9 million (9.5% of pre-tax income) on $2.9 billion of financing and
leasing assets securitized. Management targets a maximum of 15% of pre-tax
income from securitization gains. Our retained interests had a carrying value at
September 30, 2001 of $970.1 million, including interests in commercial
securitized assets of $843.6 million and consumer securitized assets of
$126.5 million. Retained interests are subject to credit and prepayment risk.
Our interests relating to commercial securitized assets are generally subject to
lower prepayment risk because of the contractual terms of the underlying
receivables. These assets are subject to the same credit granting and monitoring
processes which are described in the "Credit Risk Management" section of
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                                       8
<Page>
FINANCIAL CONDITION AND RESULTS OF OPERATIONS and Item 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INDUSTRY CONCENTRATION

    See the "Concentrations" section of Item 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, for a discussion on
industry concentration.

COMPETITION

    Our markets are highly competitive and are characterized by competitive
factors that vary based upon product and geographic region. Competitors include
captive and independent finance companies, commercial banks and thrift
institutions, industrial banks, leasing companies, manufacturers and vendors
with global reach. Substantial financial services operations with global reach
have been formed by bank holding, leasing, finance and insurance companies that
compete with us. On a local level, community banks and smaller independent
finance and mortgage companies are a competitive force. Some competitors have
substantial local market positions. Many of our competitors are large companies
that have substantial capital, technological and marketing resources. Some of
these competitors are larger than us and may have access to capital at a lower
cost than us. Competition has been enhanced in recent years by a strong economy
and growing marketplace liquidity, although, during 2001, the economy has slowed
and marketplace liquidity has tightened. The markets for most of our products
are characterized by a large number of competitors, although there continues to
be consolidation in the industry. However, with respect to some of our products,
competition is more concentrated.

    We compete primarily on the basis of pricing, terms and structure. From time
to time, our competitors seek to compete aggressively on the basis of these
factors and we may lose market share to the extent we are unwilling to match
competitor pricing and terms in order to maintain interest margins and/or credit
standards.

    Other primary competitive factors include industry experience and client
service and relationships. In addition, demand for our products with respect to
certain industries will be affected by demand for such industry's services and
products and by industry regulations.

REGULATION

    Our operations are subject, in certain instances, to supervision and
regulation by state, federal and various foreign governmental authorities and
may be subject to various laws and judicial and administrative decisions
imposing various requirements and restrictions, which, among other things,
(i) regulate credit granting activities, including establishing licensing
requirements, if any, in applicable jurisdictions, (ii) establish maximum
interest rates, finance charges and other charges, (iii) regulate customers'
insurance coverages, (iv) require disclosures to customers, (v) govern secured
transactions, (vi) set collection, foreclosure, repossession and claims handling
procedures and other trade practices, (vii) prohibit discrimination in the
extension of credit and administration of loans, and (viii) regulate the use and
reporting of information related to a borrower's credit experience. In addition
to the foregoing, CIT Online Bank, a Utah industrial loan corporation wholly
owned by Tyco Capital, is subject to regulation and examination by the Federal
Deposit Insurance Corporation and the Utah Department of Financial Institutions.

EMPLOYEES

    Tyco Capital employed approximately 6,200 people at September 30, 2001, of
which approximately 5,100 were employed in the United States and 1,100 were
outside the United States.

                                       9
<Page>
ITEM 2. PROPERTIES

    Tyco Capital conducts its operations in the United States, Canada, Europe,
Latin America, Australia and the Asia-Pacific region. Tyco Capital occupies
approximately 2.7 million square feet of office space, substantially all of
which is leased.

ITEM 3. LEGAL PROCEEDINGS

    We are a defendant in various lawsuits arising in the ordinary course of our
business. We aggressively manage our litigation and evaluate appropriate
responses to our lawsuits in light of a number of factors, including the
potential impact of the actions on the conduct of our operations. In the opinion
of management, none of the pending matters is expected to have a material
adverse effect on our financial condition, results of operations or liquidity.
However, there can be no assurance that an adverse decision in one or more of
such lawsuits will not have a material adverse effect.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Omitted in reliance upon General Instruction I.1(a) and (b) of Form 10-K.

                                       10
<Page>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The common shares of Tyco Capital are beneficially owned by Tyco and
therefore, there is no trading market in such shares.

ITEM 6. SELECTED FINANCIAL DATA

    The following tables set forth selected consolidated financial information
regarding our results of operations and balance sheets. On June 1, 2001, Tyco
Capital, formerly The CIT Group, Inc. ("CIT"), was acquired by a wholly-owned
subsidiary of Tyco in a purchase business combination recorded under the
"push-down" method of accounting, resulting in a new basis of accounting for the
"successor" period beginning June 2, 2001. Information relating to all
"predecessor" periods prior to the acquisition is presented using CIT's
historical basis of accounting. To assist in the comparability of our financial
results and discussions, results of operations for the nine months ended
September 30, 2001 include results for five months of the predecessor and four
months of the successor and are designated as "combined". The data presented
below should be read in conjunction with Item 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS and Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK and Item 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.

<Table>
<Caption>
                                  NINE MONTHS ENDED              YEARS ENDED DECEMBER 31,
                                    SEPTEMBER 30,     -----------------------------------------------
                                       2001(1)          2000       1999(2)      1998         1997
                                  -----------------   ---------   ---------   ---------   -----------
                                     (COMBINED)                        (PREDECESSOR)
($ IN MILLIONS)
<S>                               <C>                 <C>         <C>         <C>         <C>
RESULTS OF OPERATIONS
Net finance margin..............      $ 1,318.8       $ 1,469.4   $   917.4   $   804.8   $     740.7
Operating revenue...............        1,891.4         2,381.4     1,268.2     1,060.2       1,046.5(3)
Salaries and general operating
  expenses......................          784.9         1,035.2       516.0       407.7         420.0
Provision for credit losses.....          332.5           255.2       110.3        99.4         113.7
Goodwill amortization...........           97.6            86.3        25.7        10.1           8.4
Net income......................          333.8           611.6       389.4       338.8         310.1
</Table>

<Table>
<Caption>
                                                                     AT DECEMBER 31,
                                  AT SEPTEMBER 30,   -----------------------------------------------
                                      2001(1)          2000       1999(2)      1998        1997(3)
                                  ----------------   ---------   ---------   ---------   -----------
                                    (SUCCESSOR)                       (PREDECESSOR)
($ IN MILLIONS)
<S>                               <C>                <C>         <C>         <C>         <C>
BALANCE SHEET DATA
Total finance receivables.......     $30,791.3       $33,497.5   $31,007.1   $19,856.0   $  17,719.7
Reserve for credit losses.......         471.7           468.5       446.9       263.7         235.6
Operating lease equipment,
  net...........................       5,649.9         7,190.6     6,125.9     2,774.1       1,905.6
Goodwill and other intangible
  assets, net...................       6,569.5         1,964.6     1,850.5       216.5         134.6
Total assets....................      50,681.7        48,689.8    45,081.1    24,303.1      20,464.1
Commercial paper................       8,621.5         9,063.5     8,974.0     6,144.1       5,559.6
Variable-rate senior notes......       9,614.6        11,130.5     7,147.2     4,275.0       2,861.5
Fixed-rate senior notes.........      17,065.5        17,571.1    19,052.3     8,032.3       6,593.8
Subordinated fixed-rate notes...         100.0           200.0       200.0       200.0         300.0
Company-obligated mandatorily
  redeemable preferred
  securities of subsidiary trust
  holding solely debentures of
  the Company...................         260.0           250.0       250.0       250.0         250.0
Shareholder's equity............      10,598.0         6,007.2     5,554.4     2,701.6       2,432.9
</Table>

------------------------------

(1)  On September 30, 2001, we transferred certain international subsidiaries,
     which had assets of $1.8 billion and liabilities of $1.5 billion, to a
    non-U.S. subsidiary of Tyco for a note in the amount of approximately
    $295 million. This non-cash transfer did not affect earnings for the period
    ended September 30, 2001. Results of operations for the nine months ended
    September 30, 2001 (combined) include non-recurring charges, incurred by the
    predecessor of $221.6 million ($158.0 million after tax). See Note 3 to the
    Consolidated Financial Statements.

(2)  Includes results of operations of Newcourt Credit Group Inc. from the
     November 15, 1999 acquisition date.

(3)  Includes a 1997 gain of $58.0 million on the sale of an equity interest
     acquired in connection with a loan workout.

                                       11
<Page>

<Table>
<Caption>
                                                      AT OR FOR THE NINE                 AT OR FOR THE YEARS
                                                         MONTHS ENDED                     ENDED DECEMBER 31,
                                                        SEPTEMBER 30,      ------------------------------------------------
                                                             2001            2000        1999           1998        1997
                                                      ------------------   ---------   ---------      ---------   ---------
                                                          (COMBINED)                        (PREDECESSOR)
<S>                                                   <C>                  <C>         <C>            <C>         <C>
SELECTED DATA AND RATIOS
($ IN MILLIONS)

PROFITABILITY
Net finance margin as a percentage of average
  earning assets ("AEA")(1).........................           4.34%           3.61%       3.59%          3.93%       4.06%
Return on average tangible shareholder's
  equity(2).........................................           10.8%(9)        16.0%       14.2%          14.0%       14.6%(10)
Return on AEA.......................................           1.10%(9)        1.50%       1.52%          1.65%       1.70%(10)
Ratio of earnings to fixed charges(3)...............           1.37x(9)        1.39x       1.45x          1.49x       1.51x
Salaries and general operating expenses (excluding
  goodwill amortization) as a percentage of average
  managed assets ("AMA")(4).........................           2.21%(9)        2.01%       1.75%          1.78%       2.11%(10)
Efficiency ratio (excluding goodwill
  amortization)(5)..................................           44.7%(9)        43.8%       41.3%          39.2%       40.8%(10)

CREDIT QUALITY
60+ days contractual delinquency as a percentage of
  finance receivables...............................           3.35%           2.98%       2.71%          1.75%       1.67%
Net credit losses as a percentage of average finance
  receivables before cumulative effect of accounting
  change............................................           1.20%(9)        0.71%       0.42%          0.42%       0.59%
Reserve for credit losses as a percentage of finance
  receivables.......................................           1.53%           1.40%       1.44%          1.33%       1.33%

LEVERAGE
Total debt (net of overnight deposits) to tangible
  shareholder's equity(2)(6)........................           8.06x           8.78x       8.75x          6.82x       5.99x
Tangible shareholder's equity(2) to managed
  assets(7)(8)......................................            8.9%            7.8%        7.7%          10.4%       11.4%

OTHER
Total managed assets(7)(8)..........................       $49,036.1       $54,900.9   $51,433.3      $26,216.3   $22,344.9
Employees...........................................           6,150           7,355       8,255          3,230       3,025
</Table>

------------------------------

(1)  "AEA" means average earning assets which is the average of finance
     receivables, operating lease equipment, finance receivables held for sale
    and certain investments, less credit balances of factoring clients.

(2)  Tangible shareholder's equity excludes goodwill and other intangible
     assets.

(3)  For purposes of determining the ratio of earnings to fixed charges,
     earnings consist of income before income taxes and fixed charges. Fixed
    charges consist of interest on indebtedness, minority interest in subsidiary
    trust holding solely debentures of the Company and one-third of rent expense
    which is deemed representative of an interest factor.

(4)  "AMA" means average managed assets, which is average earning assets plus
     the average of finance receivables previously securitized and still managed
    by us.

(5)  Efficiency ratio is the ratio of salaries and general operating expenses to
     the sum of operating revenue less minority interest in subsidiary trust
    holding solely debentures of Tyco Capital.

(6)  Total debt excludes, and tangible shareholder's equity includes,
     Company-obligated mandatorily redeemable preferred securities of subsidiary
    trust holding solely debentures of the Company.

(7)  "Managed assets" means assets previously securitized and still managed by
     us and include (i) financing and leasing assets, (ii) certain investments
    and (iii) off-balance sheet finance receivables.

(8)  Approximately $1.8 billion of international assets were sold to a
     subsidiary of Tyco on September 30, 2001, with no effect on earnings for
    the nine months ended September 30, 2001.

(9)  Excluding non-recurring charges of $221.6 million ($158.0 million after
     tax) for the nine months ended September 30, 2001, (i) the return on
    average tangible shareholder's equity would have been 15.8%,(ii) the return
    on AEA would have been 1.62%,(iii) the ratio of earnings to fixed charges
    would have been 1.51x, (iv) the salaries and general operating expenses as a
    percentage of AMA would have been 2.07%, (v) the efficiency ratio would have
    been 40.2% and (vi) net credit losses as a percentage of average finance
    receivables would have been 0.87%.

(10) Excluding the gain of $58.0 million on the sale of an equity interest
     acquired in a loan workout and certain nonrecurring expenses, for the year
    ended December 31, 1997, (i) the return on average tangible shareholder's
    equity would have been 13.1%, (ii) the return on AEA would have been 1.58%,
    (iii) salaries and general operating expenses as a percentage of AMA would
    have been 2.01% and (iv) the efficiency ratio would have been 41.1%.

                                       12
<Page>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

    AND

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

OVERVIEW

    The accompanying Consolidated Financial Statements include the consolidated
accounts of Tyco Capital Corporation, a Nevada corporation ("we," "Tyco Capital"
or the "Company"), formerly known as The CIT Group, Inc. On June 1, 2001, The
CIT Group, Inc. ("CIT") was acquired by a wholly-owned subsidiary of Tyco
International Ltd. ("Tyco"), a diversified manufacturing and service company, in
a purchase business combination (see Note 2 to our Consolidated Financial
Statements). In accordance with the guidelines for accounting for business
combinations, the purchase price paid by Tyco plus related purchase accounting
adjustments have been "pushed down" and recorded in Tyco Capital's financial
statements for the periods after June 1, 2001, resulting in a new basis of
accounting for the "successor" period beginning June 2, 2001. As of the
acquisition date, assets and liabilities were recorded at estimated fair value
in the Tyco Capital financial statements. Information relating to all
"predecessor" periods prior to the acquisition is presented using CIT's
historical basis of accounting.

    In September 2001, Tyco Capital changed its fiscal year end from
December 31 to September 30 to conform to Tyco's fiscal year end. References to
fiscal 2001, 2000 and 1999 refer to the transitional nine-month period ended
September 30, 2001 and calendar years ended December 31, 2000 and 1999,
respectively.

    To assist in the comparability of our financial results and discussions,
results of operations for the nine months ended September 30, 2001 include
results for five months of the predecessor and four months of the successor and
are designated as "combined." Further, in the discussions below, the results of
operations for fiscal 2001 compare the nine months ended September 30, 2001 with
the unaudited nine months ended September 30, 2000.

    The following table summarizes our net income and related data ($ in
millions).

<Table>
<Caption>
                                              NINE MONTHS ENDED                    YEARS ENDED
                                                SEPTEMBER 30,                     DECEMBER 31,
                                        ------------------------------       -----------------------
                                           2001              2000              2000           1999
                                        ----------       -------------       --------       --------
                                        (COMBINED)       (PREDECESSOR)            (PREDECESSOR)
<S>                                     <C>              <C>                 <C>            <C>
Net income, before non-recurring
  charges.............................    $491.8             $451.5           $611.6         $389.4
Net income, after non-recurring
  charges.............................    $333.8             $451.5           $611.6         $389.4
Return on average tangible
  shareholder's equity, before
  non-recurring charges...............      15.8%              15.9%            16.0%          14.2%
Return on average tangible
  shareholder's equity, after
  non-recurring charges...............      10.8%              15.9%            16.0%          14.2%
Return on average earning assets
  ("AEA"), before non-recurring
  charges.............................      1.62%              1.50%            1.50%          1.52%
Return on AEA, after non-recurring
  charges.............................      1.10%              1.50%            1.50%          1.52%
</Table>

    The return on average tangible shareholder's equity before non-recurring
charges declined slightly in 2001 to 15.8% due to de-leveraging the balance
sheet (decreasing the debt to equity ratio). However, the return on AEA before
non-recurring charges improved to 1.62% in connection with management's actions
to sell or liquidate non-strategic and low return assets, improve pricing and
control expenses.

    Net income for the nine months ended September 30, 2001 included a
non-recurring charge of $221.6 million ($158.0 million after-tax) consisting of
the following: provision of $89.5 million for certain non-strategic and
under-performing equipment leasing and loan portfolios, primarily in the
telecommunications industry, of which the Company expects to dispose;
write-downs of $78.1 million for certain equity investments in the
telecommunications industry and e-commerce markets of which the Company expects
to dispose; and acquisition-related transaction costs of $54.0 million incurred
by

                                       13
<Page>
Tyco Capital prior to and in connection with its acquisition by Tyco. The
$78.1 million non-recurring write-down is netted in other revenue in the
Consolidated Statement of Income and the impairment of portfolio assets of
$89.5 million is included in the provision for credit losses. The impairment and
valuation charges above relate to loans, leases and investments that are being
liquidated. Collection efforts continue with respect to such loans and leases.

    Managed assets totaled $49.0 billion at September 30, 2001, $54.9 billion at
December 31, 2000, and $51.4 billion at December 31, 1999, while financing and
leasing portfolio assets totaled $38.9 billion, $43.8 billion and $40.4 billion
at September 30, 2001, December 31, 2000 and 1999, respectively. The decreases
in both managed and portfolio assets during fiscal 2001 reflect the sale,
liquidation or placing in liquidation of approximately $7.0 billion in
non-strategic assets, including the $700 million sale of recreation vehicle
finance receivables in October 2001. This decrease also reflects the transfer of
certain international subsidiaries, with assets of approximately $1.8 billion,
to an affiliate of Tyco on September 30, 2001. The 2001 trends also reflect
declines in origination volume in 2001 due to exiting non-strategic businesses,
stricter pricing discipline in certain markets and slower economic conditions.
The volume declines were experienced in most of our businesses in 2001, with the
exception of Commercial Finance and the home equity business within Specialty
Finance. The increases in both managed and portfolio assets in 2000 over 1999
reflected increased volume of originations across all business segments,
partially offset by the sale of over $1.0 billion of non-strategic assets during
fiscal 2000. See "Financing and Leasing Assets" for additional information.

NET FINANCE MARGIN

    A comparison of finance income and net finance margin for 2001, 2000 and
1999 is set forth below ($ in millions).

<Table>
<Caption>
                                               NINE MONTHS ENDED             YEARS ENDED
                                                 SEPTEMBER 30,              DECEMBER 31,
                                           --------------------------   ---------------------
                                              2001          2000          2000        1999
                                           ----------   -------------   ---------   ---------
                                           (COMBINED)   (PREDECESSOR)       (PREDECESSOR)
<S>                                        <C>          <C>             <C>         <C>
Finance income...........................  $ 3,975.3      $ 3,857.2     $ 5,248.4   $ 2,565.9
Interest expense.........................    1,619.8        1,845.5       2,497.7     1,293.4
                                           ---------      ---------     ---------   ---------
  Net finance income.....................    2,355.5        2,011.7       2,750.7     1,272.5
Depreciation on operating lease
  equipment..............................    1,036.7          932.9       1,281.3       355.1
                                           ---------      ---------     ---------   ---------
  Net finance margin.....................  $ 1,318.8      $ 1,078.8     $ 1,469.4   $   917.4
                                           =========      =========     =========   =========
Average earning assets ("AEA")...........  $40,442.0      $40,267.4     $40,682.5   $25,583.0

As a % of AEA:
Finance income...........................      12.93%         12.56%        12.69%       9.88%
Interest expense.........................       5.17           5.90          5.92        4.91
                                           ---------      ---------     ---------   ---------
  Net finance income.....................       7.76           6.66          6.77        4.97
Depreciation on operating lease
  equipment..............................       3.42           3.09          3.16        1.38
                                           ---------      ---------     ---------   ---------
Net finance margin as a % of AEA.........       4.34%          3.57%         3.61%       3.59%
                                           =========      =========     =========   =========
</Table>

    Net finance margin was $1,318.8 million and $1,078.8 million for the nine
months ended September 30, 2001 and 2000 and $1,469.4 million and
$917.4 million for the years ended December 31, 2000 and 1999, respectively. The
2001 results reflect comparable asset levels to 2000 and stable yields, coupled
with lower interest expense. As a percentage of AEA, net finance margin was
4.34% and 3.57% for the nine months ended September 30, 2001 and 2000 and 3.61%
and 3.59% for the years ended December 31, 2000 and 1999, respectively. Net
finance income as a percentage of AEA was essentially flat with 2000 (excluding
higher operating lease rentals, which were offset by higher depreciation
expense), reflecting the disposition of non-strategic and lower margin
businesses, the lower 2001 interest rate environment and the impact of the new
basis method of accounting to reflect market interest rates at the time of the
acquisition. Net finance margin as a percentage of AEA

                                       14
<Page>
increased slightly in 2000 from 1999, as wider margins in our businesses
acquired in 1999 more than offset the impact of the continued growth in
operating leases. The operating leasing business, which generally has lower
initial net finance margins than finance receivables, also generates equipment
gains, renewal revenues and tax depreciation benefits. The increase in AEA from
1999 to 2000 resulted from the 1999 acquisitions, most notably Newcourt Credit
Group Inc. ("Newcourt") in November 1999.

    Finance income was $3,975.3 million and $3,857.2 million for the nine months
ended September 30, 2001 and 2000, and $5,248.4 million and $2,565.9 million for
the years ended December 31, 2000 and 1999, respectively. As a percentage of
AEA, finance income (excluding interest income related to short-term
interest-bearing deposits) was 12.93% and 12.56% for the nine months ended
September 30, 2001 and 2000 and, 12.69% and 9.88% for the years ended
December 31, 2000 and 1999, respectively. Although market interest rates were
rising in 2000 and declining in 2001, the yield trend primarily reflects changes
in product mix due to acquisitions and the sale or liquidation of non-strategic,
lower yielding assets, as described above.

    Interest expense was $1,619.8 million and $1,845.5 million for the nine
months ended September 30, 2001 and 2000 and $2,497.7 million and
$1,293.4 million for the years ended December 31, 2000 and 1999, respectively.
As a percentage of AEA, interest expense (excluding interest related to
short-term interest-bearing deposits and dividends related to preferred capital
securities) was 5.17% and 5.90% for the nine months ended September 30, 2001 and
2000 and 5.92% and 4.91% for the years ended December 31, 2000 and 1999,
reflecting a declining interest rate environment in 2001, in contrast to the
rising interest rate environment throughout most of 2000. In addition, interest
expense during 2001 reflects lower market interest rates at the time of the Tyco
acquisition. We seek to mitigate interest rate risk by matching the repricing
characteristics of our assets with our liabilities, which is in part done
through portfolio management and the use of derivative financial instruments,
principally interest rate swaps. For further discussion, see "Risk Management."

    The operating lease equipment portfolio was $5.6 billion at September 30,
2001 versus $7.2 billion and $6.1 billion at December 31, 2000 and December 31,
1999, respectively. The reduction during 2001 is due to $0.8 billion of
international operating leases transferred at September 30, 2001 in the
previously mentioned transaction with another wholly-owned subsidiary of Tyco, a
$0.4 billion rail sale-leaseback transaction, as well as declining balances in
various small ticket portfolios. As a percentage of average operating leases,
depreciation was 19.5% and 20.8% for the nine months ended September 30, 2001
and 2000 versus 19.5% and 9.5% for the years ended 2000 and 1999, respectively.
The increase in 2000 over 1999 reflects the full year impact of acquired assets,
which included smaller ticket and shorter term leases.

OTHER REVENUE

    We continue to emphasize growth and diversification of other "non-spread"
revenues to improve our overall profitability. Excluding non-recurring charges,
annualized other revenue as a percentage of AEA was 2.15% and 2.30% for the nine
months ended September 30, 2001 and 2000 and 2.24% and 1.37% for the years ended
December 31, 2000 and 1999, respectively. The non-recurring charges were
write-downs for other than temporary impairment of certain equity investments in
the telecommunications industry and e-commerce markets recognized during the
quarter ended June 30, 2001. The components of other revenue are set forth in
the following table ($ in millions).

<Table>
<Caption>
                                                    NINE MONTHS ENDED            YEARS ENDED
                                                      SEPTEMBER 30,             DECEMBER 31,
                                                --------------------------   -------------------
                                                   2001          2000          2000       1999
                                                ----------   -------------   --------   --------
                                                (COMBINED)   (PREDECESSOR)      (PREDECESSOR)
<S>                                             <C>          <C>             <C>        <C>
Fees and other income.........................    $387.2        $369.3        $480.9     $161.0
Factoring commissions.........................     111.9         115.9         154.7      118.7
Gains on securitizations......................      97.7          68.9         109.5       14.7
Gains on sales of leasing equipment...........      47.9          80.8         113.2       56.4
Gains on venture capital investments..........       6.0          59.8          53.7         --
Non-recurring charges.........................     (78.1)           --            --         --
                                                  ------        ------        ------     ------
  Total.......................................    $572.6        $694.7        $912.0     $350.8
                                                  ======        ======        ======     ======
</Table>

                                       15
<Page>
    Included in fees and other income are miscellaneous fees, syndication fees
and gains from receivable sales. Receivable sales, which are primarily in our
Specialty Finance--consumer business, are a part of our origination and whole
loan sale strategy. Gains on equipment sales decreased in 2001 due to the impact
of push-down accounting during the successor period, while weaker economic
conditions during 2001 resulted in significantly reduced venture capital gains
compared to 2000. The gains on securitizations reflect both the volume and
product mix of assets securitized. The volume securitized for the nine months
ended September 30, 2001 was $3.3 billion as compared to $2.9 billion for the
nine months ended September 30, 2000 and $4.1 billion and $1.5 billion for the
years ended December 31, 2000 and 1999, respectively.

SALARIES AND GENERAL OPERATING EXPENSES

    Salaries and general operating expenses were $784.9 million, or 2.07% of
average managed assets and $775.9 million (2.03%), for the nine months ended
September 30, 2001 and 2000, and $1,035.2 million (2.01%) and $516.0 million
(1.75%) for the years ended December 31, 2000 and 1999, respectively. Expenses
were up significantly in 2000 from the prior year due to the 1999 acquisitions,
with the largest portion of this increase in employee costs and facilities
expenses. The November 1999 acquisition of Newcourt Credit Group Inc., in
particular increased both absolute expense levels and ratios, as Newcourt had
historically higher expense levels than Tyco Capital.

    Further, in conjunction with our integration into Tyco, we accrued
$45.8 million of purchase accounting reserves for workforce reductions and
business exit plans which had been initiated as of September 30, 2001. In
accordance with accounting rules for purchase business combinations these
integration costs are not charged against current earnings but are treated as
additional purchase price consideration and have the effect of increasing the
amount of goodwill recorded in connection with the acquisition. These plans
include the termination of approximately 670 corporate and administrative
employees in North America, of which 408 have been terminated as of or prior to
September 30, 2001. We do not separately track the impact on financial results
of the workforce reduction and integration programs. However we estimate that
our overall cost structure has been reduced by approximately $50 million on an
annualized basis due to the impact of these actions. Personnel decreased to
approximately 6,200 at September 30, 2001 from 7,355 and 8,255 at December 31,
2000 and 1999, respectively. The number of employees at September 30, 2001
excludes approximately 635 employees from subsidiaries transferred to another
Tyco subsidiary.

    We manage expenditures using a comprehensive budgetary process. Expenses are
monitored closely by business unit management and are reviewed monthly with our
senior management. To ensure overall project cost control, an approval and
review procedure is in place for major capital expenditures, such as computer
equipment and software, including post-implementation evaluations.

    The efficiency ratio and the ratio of salaries and general operating
expenses to AMA are two metrics that management uses to monitor productivity.
AMA is comprised of average earning assets plus the average of finance
receivables previously securitized and still managed by us. These ratios exclude
non-recurring charges and goodwill amortization and are set forth in the
following table.

<Table>
<Caption>
                                                   NINE MONTHS ENDED                    YEARS ENDED
                                                     SEPTEMBER 30,                     DECEMBER 31,
                                             ------------------------------       -----------------------
                                                2001              2000              2000           1999
                                             ----------       -------------       --------       --------
                                             (COMBINED)       (PREDECESSOR)            (PREDECESSOR)
<S>                                          <C>              <C>                 <C>            <C>
Efficiency ratio...........................     40.2%             44.1%             43.8%          41.3%
Salaries and general operating expenses
  as a percentage of AMA...................     2.07%             2.03%             2.01%          1.75%
</Table>

    The lower efficiency (higher ratio) in 2000 reflects the impact of the
Newcourt acquisition, as that company's efficiency ratio was historically
significantly higher than Tyco Capital's. While the efficiency ratio improved in
2001 compared to 2000 because of integration cost savings and efficiency
enhancements implemented during the last two quarters of fiscal 2001, it remains
above management's

                                       16
<Page>
target ratio of 40% or lower. The previously mentioned integration cost savings
and efficiency enhancements are expected to improve both ratios prospectively.

GOODWILL AND OTHER INTANGIBLE ASSETS AMORTIZATION

    Goodwill and other intangible assets amortization was $97.6 million and
$63.8 million for the nine months ended September 30, 2001 and 2000, versus
$86.3 million and $25.7 million for the years ended December 31, 2000 and 1999,
respectively. The 2001 increase reflects the pushdown of Tyco's purchase price
and other fair value adjustments, while the 2000 increase resulted from the full
year impact of 1999 purchase acquisitions. Goodwill and other intangible assets
were amortized from the acquisition date on a straight-line basis over the lives
of the underlying identifiable assets, which range from 5 to 40 years. In
accordance with recently adopted accounting rule changes, goodwill will no
longer be amortized beginning with our 2002 fiscal year. See ACCOUNTING AND
TECHNICAL PRONOUNCEMENTS within Note 1 to our Consolidated Financial Statements
for a discussion of these accounting rule changes.

PROVISION AND RESERVE FOR CREDIT LOSSES/CREDIT QUALITY

    The provision for credit losses was $332.5 million and $191.4 million for
the nine months ended September 30, 2001 and 2000 and $255.2 million and
$110.3 million for the years ended December 31, 2000 and 1999, respectively. The
2001 provision includes a provision for credit losses of $89.5 million relating
to the impairment of certain non-strategic and under-performing equipment
leasing and loan portfolios of which the Company expects to dispose, primarily
in the Structured Finance telecommunications portfolio. Such under-performing
loans and leases are being liquidated, as collection efforts continue.

    Net charge-offs, including non-recurring charges, were $291.8 million and
$175.5 million for the nine months ended September 30, 2001 and 2000 and
$235.6 million and $95.0 million for the years ended December 31, 2000 and 1999,
respectively. Excluding non-recurring charges, 2001 charge-offs were
$212.3 million.

    During 2001, we transferred financing and leasing assets between Equipment
Financing and Leasing and Specialty Finance-commercial. Prior year data have not
been restated in the tables covering charge-offs, past due and non-performing
assets, and financing and leasing assets.

    Our provision for credit losses and reserve for credit losses is presented
in the following table ($ in millions).

<Table>
<Caption>
                                                                 FOR THE PERIOD ENDED
                                              ----------------------------------------------------------
                                              SEPTEMBER 30, 2001   DECEMBER 31, 2000   DECEMBER 31, 1999
                                              ------------------   -----------------   -----------------
                                                  (COMBINED)                   (PREDECESSOR)
<S>                                           <C>                  <C>                 <C>
Balance beginning of period.................        $468.5              $446.9              $263.7
Provision for credit losses.................         243.0               255.2               110.3
Non-recurring impairment of portfolio
  assets....................................          89.5                  --                  --
Reserves relating to dispositions,
  acquisitions, other.......................         (37.5)                2.0               167.9
                                                    ------              ------              ------
  Additions to reserve for credit losses....         295.0               257.2               278.2
Net credit losses:
Equipment Financing and Leasing.............          82.8               102.9                16.7
Specialty Finance--Commercial...............          57.0                31.7                  --
Commercial Finance..........................          38.9                46.2                29.0
Structured Finance..........................          64.8                 0.4                  --
Specialty Finance--Consumer.................          48.3                54.4                49.3
                                                    ------              ------              ------
  Total net credit losses...................         291.8               235.6                95.0
                                                    ------              ------              ------
Balance end of period.......................        $471.7              $468.5              $446.9
                                                    ======              ======              ======
Reserve for credit losses as a percentage of
  finance receivables.......................          1.53%               1.40%               1.44%
</Table>

                                       17
<Page>
    The following table presents our net charge-off experience by business
segment, excluding 2001 charge-offs for non-recurring impairment of portfolio
assets. Charge-offs are presented in amount and as a percentage of average
finance receivables ($ in millions).

<Table>
<Caption>
                                                   NINE MONTHS ENDED
                                                     SEPTEMBER 30,                         YEARS ENDED DECEMBER 31,
                                       -----------------------------------------   -----------------------------------------
                                              2001                  2000                  2000                  1999
                                       -------------------   -------------------   -------------------   -------------------
                                           (COMBINED)           (PREDECESSOR)                    (PREDECESSOR)
<S>                                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Equipment Financing and Leasing......   $ 82.8      0.91%     $ 78.5      0.72%     $102.9      0.71%     $16.7       0.16%
Specialty Finance--commercial........     57.0      1.11        20.7      0.48        31.7      0.54         --         --
Commercial Finance...................     24.7      0.42        34.8      0.62        46.2      0.60       29.0       0.47
Structured Finance...................      4.0      0.27         0.4      0.05         0.4      0.03         --         --
                                        ------                ------                ------                -----
  Total Commercial Segments..........    168.5      0.78       134.4      0.62       181.2      0.62       45.7       0.25
Specialty Finance--consumer..........     43.8      1.56        41.1      1.34        54.4      1.32       49.3       1.19
                                        ------                ------                ------                -----
  Total..............................   $212.3      0.87      $175.5      0.71      $235.6      0.71      $95.0       0.42
                                        ======                ======                ======                =====
</Table>

    The increase in commercial net charge-offs during 2001, excluding
non-recurring charges, reflects higher chargeoffs across a wide number of
industries, including trucking, construction and technology as the economy
slowed and non-performing assets increased. The higher net 2001 chargeoff ratio
of 1.11% for Specialty Finance--commercial reflects the transfer of the former
Vendor Technology business into this segment and was driven largely by higher
charge-offs in Europe, Latin America and the Asia-Pacific region. The higher
2000 net charge-offs in Commercial Finance primarily reflect one food wholesaler
account charged-off in 2000. The higher consumer loss ratios are predominantly
driven by the manufactured housing portfolio.

    Our consolidated reserve for credit losses increased to $471.7 million
(1.53% of finance receivables) at September 30, 2001 from $468.5 million (1.40%)
at December 31, 2000 and from $446.9 million (1.44%) at December 31, 1999. The
recorded provisions exceeded charge-offs (excluding non-recurring charges) by
$30.7 million, $19.6 million and $15.3 million during the nine months ended
September 30, 2001, and for each of the years ended December 31, 2000 and 1999,
respectively. The increase in the 2001 ratio of reserve to receivables from the
preceding two years is commensurate with management's assessment of the relative
risk of loss in the portfolio in light of weakening 2001 economic fundamentals
and higher past due loans. The decrease in the ratio from 1999 to 2000 reflects
product mix changes, as well as the implementation of Tyco Capital credit
standards in the acquired Newcourt portfolios.

    Our consolidated reserve for credit losses is periodically reviewed for
adequacy considering economic conditions, collateral values and credit quality
indicators, including charge-off experience and levels of past due loans and
non-performing assets. It is management's judgment that the consolidated reserve
for credit losses is adequate to provide for credit losses inherent in the
portfolios. We review finance receivables periodically to determine the
probability of loss, and record charge-offs after considering such factors as
delinquencies, the financial condition of obligors, the value of underlying
collateral, as well as third party credit enhancements such as guarantees and
recourse from manufacturers. Charge-offs are recorded on consumer receivables
and certain small ticket commercial finance receivables beginning at 180 days of
contractual delinquency based upon historical loss severity. The consolidated
reserve for credit losses is intended to provide for losses inherent in the
portfolio, which requires the application of estimates and significant judgment
as to the ultimate outcome of collection efforts and realization of collateral,
among other things. Therefore, changes in economic conditions or other events
affecting specific obligors or industries may necessitate additions or
deductions to the consolidated reserve for credit losses.

                                       18
<Page>
PAST DUE AND NON-PERFORMING ASSETS

    The following table sets forth certain information concerning our past due
(sixty days or more) and non-performing assets (and the related percentages of
finance receivables) at September 30, 2001, December 31, 2000 and December 31,
1999 ($ in millions). Non-performing assets reflect both finance receivables on
non-accrual status (primarily loans that are ninety days or more delinquent) and
assets received in satisfaction of loans.

<Table>
<Caption>
                                                                                             AT DECEMBER 31,
                                                   AT SEPTEMBER 30,         --------------------------------------------------
                                                         2001                        2000                        1999
                                                ----------------------      ----------------------      ----------------------
                                                     (SUCCESSOR)                              (PREDECESSOR)
<S>                                             <C>           <C>           <C>           <C>           <C>           <C>
Finance receivables, past due 60 days or
  more:
  Equipment Financing and Leasing.........      $  466.5        4.08%        $399.8         2.88%        $209.6         1.93%
  Specialty Finance--commercial...........         188.5        3.39          184.9         3.07          314.9         4.16
  Commercial Finance......................         151.4        1.75          107.9         1.40           64.0         0.91
  Structured Finance......................          38.3        1.83           96.2         5.59           61.5         4.12
                                                --------                     ------                      ------
    Total Commercial Segments.............         844.7        3.05          788.8         2.69          650.0         2.42
  Specialty Finance--consumer.............         188.2        6.12          211.1         5.03          189.1(1)      4.62(1)
                                                --------                     ------                      ------
    Total.................................      $1,032.9        3.35         $999.9         2.98         $839.1         2.71
                                                ========                     ======                      ======

Non-performing assets:
  Equipment Financing and Leasing.........      $  457.3        4.00%        $351.0         2.53%        $139.9         1.29%
  Specialty Finance--commercial...........          87.0        1.57           93.9         1.56          247.9         3.27
  Commercial Finance......................         105.6        1.22           65.3         0.85           27.6         0.39
  Structured Finance......................         110.0        5.27          118.6         6.90           61.5         4.12
                                                --------                     ------                      ------
    Total Commercial Segments.............         759.9        2.74          628.8         2.15          476.9         1.77
  Specialty Finance--consumer.............         169.4        5.51          199.3         4.75          158.5(1)      3.87(1)
                                                --------                     ------                      ------
    Total.................................      $  929.3        3.02         $828.1         2.47         $635.4         2.05
                                                ========                     ======                      ======
</Table>

------------------------------

(1)  For these calculations, certain finance receivables held for sale and the
     associated past due and non-performing balances are included.

    The broad-based economic slowdown in 2001, led by sharp downturns in
telecommunications and technology, led to increases in both past due loans and
non-performing assets. The increase in commercial past due loans and
non-performing assets included trucking, construction, retail and technology, as
well as manufacturing-steel and machine tools. In Specialty Finance--consumer,
past due and non-performing loans declined. However, the corresponding 2001
percentage of past due loans to finance receivables increased due to significant
sales and liquidation of non-strategic receivables.

INCOME TAXES

    The provision for income taxes, excluding non-recurring charges, totaled
$343.7 million and $281.9 million for the nine months ended September 30, 2001
and 2000, and $373.9 million and $207.6 million for the years ended
December 31, 2000 and 1999, respectively. The effective income tax rate,
excluding non-recurring charges, was 40.7% and 37.9% for the nine months ended
September 30, 2001 and 2000 and 37.9% and 34.8% for the years ended
December 31, 2000 and 1999. The increases in both years were primarily the
result of increased non-deductible goodwill amortization, resulting from our
acquisition by Tyco in 2001 and our acquisition of Newcourt in November 1999.

                                       19
<Page>
RESULTS BY BUSINESS SEGMENT

    The tables that follow summarize selected financial information by business
segment, based upon a fixed leverage ratio across business units and the
allocation of most corporate expenses.

    With the exception of Structured Finance, all business segments reported
improved earnings in 2001 as a percentage of AEA compared to 2000. The 2001
returns in Equipment Financing and Leasing and Specialty Finance were driven
predominantly by stronger margins and other revenue, while the Specialty Finance
trends also reflect the transfer of the higher return Vendor Technology business
into this segment and the exiting of non-strategic lower-return businesses as
described in "Financing and Leasing Assets." The Commercial Finance improvement
from 2000 was primarily the result of strong results in factoring. The lower
Structured Finance income in 2001 resulted primarily from significantly lower
venture capital gains. The three-year Corporate trends are primarily the result
of goodwill amortization and other purchase accounting adjustments, as well as
the differences between the fixed segment leverage ratios and actual
consolidated tangible equity ratios. The Equipment Financing and Leasing net
income as a percentage of AEA dropped from 1999 to 2000, as the relative
interest margin and other revenue improvements fell short of credit provision
and operating expense increases.

<Table>
<Caption>
                                                                 NET INCOME
                                     ------------------------------------------------------------------
                                            NINE MONTHS ENDED                        YEARS ENDED
                                              SEPTEMBER 30,                         DECEMBER 31,
                                     --------------------------------         -------------------------
                                        2001                2000                2000             1999
                                     ----------         -------------         --------         --------
($ IN MILLIONS)                      (COMBINED)         (PREDECESSOR)               (PREDECESSOR)
<S>                                  <C>                <C>                   <C>              <C>
Equipment Financing & Leasing......    $ 215.1             $200.4              $287.8           $231.5
Specialty Finance..................      196.7              161.8               222.2             67.5
Commercial Finance.................      134.8              117.8               161.8            141.4
Structured Finance.................       36.9               84.4                89.6               --(1)
                                       -------             ------              ------           ------
  Total Segments...................      583.5              564.4               761.4            440.4
Corporate..........................      (91.7)            (112.9)             (149.8)           (51.0)
Non-recurring charges..............     (158.0)                --                  --               --
                                       -------             ------              ------           ------
  Total............................    $ 333.8             $451.5              $611.6           $389.4
                                       =======             ======              ======           ======
</Table>

<Table>
<Caption>
                                                               RETURN ON AEA
                                     ------------------------------------------------------------------
                                            NINE MONTHS ENDED                        YEARS ENDED
                                              SEPTEMBER 30,                         DECEMBER 31,
                                     --------------------------------         -------------------------
                                        2001                2000                2000             1999
                                     ----------         -------------         --------         --------
                                     (COMBINED)         (PREDECESSOR)               (PREDECESSOR)
<S>                                  <C>                <C>                   <C>              <C>
Equipment Financing & Leasing......       1.64%              1.33%               1.42%            1.65%
Specialty Finance..................       1.83               1.69                1.73             1.23
Commercial Finance.................       3.14               2.99                3.03             3.35
Structured Finance.................       1.69               5.25                4.04               --(1)
  Total Segments...................       1.92               1.87                1.87             1.72
Corporate and non-recurring
  charges..........................      (0.82)             (0.37)              (0.37)           (0.20)
  Total............................       1.10               1.50                1.50             1.52
</Table>

       -------------------------------------

     (1)  Structured Finance results were combined with Specialty Finance for
1999 reporting.

                                       20
<Page>
FINANCING AND LEASING ASSETS

    Managed assets, comprised of financing and leasing assets and finance
receivables previously securitized that we continue to manage, totaled
$49.0 billion at September 30, 2001, versus $54.9 billion at December 31, 2000
and $51.4 billion at December 31, 1999. Owned financing and leasing portfolio
assets totaled $38.9 billion at September 30, 2001, compared to $43.8 billion
and $40.4 billion at December 31, 2000 and 1999, respectively.

    The lower asset levels at September 30, 2001 reflect the disposition of
non-strategic businesses and our focus on managing down our leverage ratios,
coupled with disciplined pricing and a lower level of originations. We have
substantially concluded the deleveraging of the balance sheet. During the nine
months ended September 30, 2001, we sold the United Kingdom dealer business,
substantially all of our manufactured housing portfolio and certain other
assets. We have exited the recreational vehicle and owner-operator trucking
origination markets and placed the existing portfolios in liquidation status
during the nine months ended September 30, 2001. In October 2001 we sold
$700 million of recreational vehicle finance receivables. In all, we have sold,
liquidated or placed in liquidation status approximately $7.0 billion of managed
assets including a total of approximately $5.0 billion of owned assets since
January 1, 2001. In addition, the asset comparisons reflect the transfer of
approximately $1.8 billion in financing and leasing assets (primarily Specialty
Finance--commercial) to a subsidiary of Tyco on September 30, 2001. The increase
in Commercial Services assets reflects short-term, seasonal calendar third
quarter growth. Additionally, the trends by business unit reflect the transfer
of selected commercial assets to Equipment Financing from Specialty Finance in
2000 and selected commercial assets from Equipment Finance to Specialty Finance
in 2001.

    The managed assets of our business segments and the corresponding strategic
business units are presented in the following table ($ in millions).

<Table>
<Caption>
                                                                                            PERCENT CHANGE
                                                                                          -------------------
                                          SEPTEMBER 30,   DECEMBER 31,    DECEMBER 31,    2000 TO    1999 TO
                                              2001            2000            1999          2001       2000
                                          -------------   -------------   -------------   --------   --------
                                           (SUCCESSOR)    (PREDECESSOR)   (PREDECESSOR)
<S>                                       <C>             <C>             <C>             <C>        <C>
Equipment Financing.....................    $11,063.7        $14,434.4       $11,965.5     (23.4)%     20.6%
Capital Finance.........................      4,928.7          5,643.6         5,051.2     (12.7)      11.7
                                            ---------        ---------       ---------
Total Equipment Financing and Leasing
  Segment...............................     15,992.4         20,078.0        17,016.7     (20.3)      18.0
                                            ---------        ---------       ---------
Specialty Finance:
  Commercial............................      6,979.7          8,121.0         9,597.7     (14.1)     (15.4)
  Consumer..............................      4,203.4          5,200.0         4,706.3     (19.2)      10.5
                                            ---------        ---------       ---------
Total Specialty Finance Segment.........     11,183.1         13,321.0        14,304.0     (16.0)      (6.9)
                                            ---------        ---------       ---------
Commercial Services.....................      5,099.4          4,277.9         4,165.1      19.2        2.7
Business Credit.........................      3,544.9          3,415.8         2,837.0       3.8       20.4
                                            ---------        ---------       ---------
Total Commercial Finance Segment........      8,644.3          7,693.7         7,002.1      12.4        9.9
Structured Finance Segment..............      3,068.4          2,691.9         2,071.2      14.0       30.0
                                            ---------        ---------       ---------
TOTAL FINANCING AND LEASING PORTFOLIO
  ASSETS................................     38,888.2         43,784.6        40,394.0     (11.2)       8.4
Finance receivables previously
  securitized and still managed by
  us:...................................     10,147.9         11,116.3        11,039.3      (8.7)       0.7
                                            ---------        ---------       ---------
TOTAL MANAGED ASSETS....................    $49,036.1        $54,900.9       $51,433.3     (10.7)       6.7
                                            =========        =========       =========
</Table>

    During 2001, we entered into an agreement with The Boeing Company to
purchase 25 aircraft for approximately $1.3 billion, with options to purchase an
additional five units. Deliveries are scheduled to

                                       21
<Page>
take place from 2003 through 2005. Previously, we entered into agreements with
both Airbus Industrie and The Boeing Company to purchase a total of 88 aircraft
(at an estimated cost of approximately $5 billion), with options to acquire
additional units, and with the flexibility to delay or terminate certain
positions. Deliveries of these new aircraft are scheduled to take place over a
five-year period, which started in the fourth quarter of calendar year 2000 and
runs through 2005. As of September 30, 2001, nine aircraft have been delivered.
Outstanding commitments to purchase aircraft, rail and other equipment to be
placed on operating lease totaled approximately $5.3 billion at September 30,
2001. A total of $876.7 million relates to fiscal 2002, of which $815.7 million
have agreements in place to lease to third parties.

    Management strives to maximize the profitability of the lease equipment
portfolio by balancing equipment utilization levels with market rental rates and
lease term. Substantially all equipment was subject to lease agreements
throughout 2001, 2000 and 1999. Equipment (predominately rail) not subject to
lease agreements were $247.2 million, $351.0 million and $235.9 million at
September 30, 2001, December 31, 2000 and December 31, 1999, respectively. The
current downturn in the commercial airline industry and the slower economy could
adversely impact both rental and utilization rates going forward.

CONCENTRATIONS

    Our ten largest financing and leasing asset accounts in the aggregate
represented 3.8% of our total financing and leasing assets at September 30, 2001
(with the largest account representing less than 1%) and 3.9% at December 31,
2000. All ten accounts were commercial accounts and were secured by either
equipment, accounts receivable or inventory.

GEOGRAPHIC COMPOSITION

    At September 30, 2001 and December 31, 2000, our managed asset geographic
diversity did not differ significantly from our owned asset geographic
composition.

    Our financing and leasing asset portfolio in North America was diversified
by region. At September 30, 2001, with the exception of California (10.9%),
New York (9.2%) and Texas (8.0%), no state or province within any region
represented more than 4.5% of owned financing and leasing assets. Our
December 1999 managed and owned asset geographic composition did not
significantly differ from our December 2000 managed and owned asset geographic
composition.

    At September 30, 2001, financing and leasing assets to other foreign
obligors totaled $3.1 billion. Our foreign exposure was geographically
dispersed, with no individual country exposure greater than 1.0% of financing
and leasing assets. The reduction in foreign financing and leasing assets
reflects the transfer of $1.8 billion in certain international assets to a
subsidiary of Tyco on September 30, 2001.

    At December 31, 2000, financing and leasing assets to other foreign obligors
totaled $5.1 billion. The largest foreign exposures were to England,
$1.2 billion (2.8% of financing and leasing assets) and Australia,
$399.6 million (0.9%). Our remaining foreign exposure was geographically
dispersed, with no other individual country exposure greater than 0.8% of
financing and leasing assets.

INDUSTRY COMPOSITION

    Our aerospace portfolio consists of approximately 300 aircraft, with an
average age of approximately nine years. The portfolio is spread over
approximately 100 accounts, with the majority (approximately 200 aircraft in the
Capital Finance business unit) with major carriers. Of the 200 aircraft in the
Capital Finance business unit, all comply with stage III noise regulations, and
approximately 65% are narrow body. The remaining 100 aircraft are with regional
carriers in the Structured Finance segment and are not subject to these noise
regulations. The portfolio is geographically diversified with approximately 35%
of the fleet operating with carriers in North America, 35% in Europe, 20% in
Asia-Pacific and the remaining 10% primarily in Latin America, the Middle East
and Africa.

                                       22
<Page>
    Our telecommunications portfolio is included in "Communications" in the
industry composition table included in the Notes to the Consolidated Financial
Statements. This portfolio is included in our Structured Finance segment and
totals approximately $595.2 million at September 30, 2001, comprising
approximately 1.5% of total financing and leasing assets, of which 11.8% are on
non-accrual status. This portfolio consists of 58 accounts with an average
balance of approximately $10.0 million. The 10 largest accounts in the portfolio
aggregate $196.2 million with the largest single account under $25.0 million.
Our telecommunications transactions are collateralized by the assets of the
customer (equipment, receivables, cash, etc.) and typically are also secured by
a pledge of the stock of non-public companies.

    Our 1999 managed and owned asset industry composition did not differ
significantly from our 2000 managed and owned asset industry composition.

    See Note 7 to our Consolidated Financial Statements for further discussion
on concentrations.

RISK MANAGEMENT

    Our business activities involve various elements of risk. We consider the
principal types of risk to be credit risk (including credit, collateral and
equipment risk) and market risk (including interest rate, foreign currency and
liquidity risk.)

    We consider the management of risk essential to conducting our commercial
and consumer businesses and to maintaining profitability. Accordingly, our risk
management systems and procedures are designed to identify and analyze risks, to
set appropriate policies and limits and to continually monitor these risks and
limits by means of reliable administrative and information systems and other
policies and programs.

    We review and monitor credit exposures, both owned and managed, on an
ongoing basis to identify, as early as possible, those customers that may be
experiencing declining creditworthiness or financial difficulty, and
periodically evaluate our finance receivables across the entire organization. We
monitor concentrations by borrower, industry, geographic region and equipment
type, and we adjust limits as conditions warrant to minimize the risk of
substantial credit loss.

    Our Asset Quality Review Committee is comprised of members of senior
management, including the Chief Risk Officer and the Chief Financial Officer.
Periodically, the Committee meets with senior executives of our strategic
business units and corporate credit risk management group to review portfolio
status and performance, as well as the status of individual financing and
leasing assets, owned and managed, to obligors with higher risk profiles. In
addition, this committee periodically meets with the Chief Executive Officer of
Tyco Capital to review overall credit risk, including geographic, industry and
customer concentrations.

CREDIT RISK MANAGEMENT

    We have developed systems specifically designed to manage credit risk in
each of our business segments. We evaluate financing and leasing assets for
credit and collateral risk during the credit granting process and periodically
after the advancement of funds. The corporate credit risk management group,
which reports to the Chief Risk Officer, oversees and manages credit risk
throughout Tyco Capital. This group includes senior credit executives aligned
with each of the business units, as well as a senior executive with
corporate-wide asset recovery and work-out responsibilities. This group reviews
large transactions and transactions which are outside of established target
market definitions and risk acceptance criteria or which exceed the strategic
business units' credit authority. In addition, our Executive Credit Committee,
which includes the Chief Executive Officer, the Chief Risk Officer, members of
the corporate credit risk management group and group Chief Executive Officers,
approve credits that are beyond the authority of the business units. The credit
risk management group also includes an independent credit audit function. This
process and discipline has continued following the acquisition by Tyco.

                                       23
<Page>
    Each of our strategic business units has developed and implemented a formal
credit management process in accordance with formal uniform guidelines
established by the credit risk management group. These guidelines set forth risk
acceptance criteria for:

    - acceptable maximum credit lines;

    - selected target markets and products;

    - creditworthiness of borrowers, including credit history, financial
      condition, adequacy of cash flow and quality of management; and

    - the type and value of underlying collateral and guarantees (including
      recourse from dealers and manufacturers.)

    We also employ a risk adjusted pricing process where the perceived credit
risk is a factor in determining the interest rate and/or fees charged for our
financing and leasing products. As economic and market conditions change, credit
risk management practices are reviewed and modified, if necessary, to seek to
minimize the risk of credit loss.

    For small ticket commercial and consumer business originated in our
Specialty Finance segment, we utilize automated credit scoring capabilities. In
these proprietary models, we utilize statistical techniques in analyzing
customer attributes, including industry and corporate data, trade payment
history, and other credit bureau information. Model scores are measured against
actual delinquency and loss experience. Modifications are made to the models
based upon this monitoring effort as appropriate.

    Compliance with established corporate policies and procedures and the credit
management processes at each strategic business unit are reviewed by the credit
audit group. The credit audit group examines adherence with established credit
policies and procedures and tests for inappropriate credit practices, including
whether potential problem accounts are being detected and reported on a timely
basis.

EQUIPMENT/RESIDUAL RISK MANAGEMENT

    We have developed systems, processes and expertise to manage the equipment
and residual risk in our commercial segments. Our process consists of the
following: 1) setting residual value at deal inception; 2) systematic residual
reviews; and 3) monitoring of residual realizations. Reviews for impairment are
performed at least annually. Residual realizations, by business unit and
product, are reviewed as part of our ongoing financial and asset quality review,
both within the business units and by Corporate management.

COMMERCIAL

    We have developed systems specifically designed to effectively manage credit
risk in our commercial segments. The process starts with the initial evaluation
of credit risk and underlying collateral at the time of origination and
continues over the life of the finance receivable or operating lease, including
collecting past due balances and liquidating underlying collateral.

    Credit personnel review each potential borrower's financial condition,
results of operations, management, industry, customer base, operations,
collateral and other data, such as third party credit reports, to thoroughly
evaluate the customer's borrowing and repayment ability. Borrowers are graded
according to credit quality based upon our uniform credit grading system, which
grades both the borrower's financial condition and the underlying collateral.
Credit facilities are subject to approval within our overall credit approval and
underwriting guidelines and are issued commensurate with the credit evaluation
performed on each borrower.

    As mentioned previously, senior business unit and credit risk management are
actively involved in the ongoing, disciplined asset quality review process.

                                       24
<Page>
CONSUMER AND SMALL TICKET LEASING

    We have developed proprietary automated credit scoring models by loan type
that include both customer demographics and credit bureau characteristics. The
profiles emphasize, among other things, occupancy status, length of residence,
length of employment, debt to income ratio (ratio of total installment debt and
housing expenses to gross monthly income), bank account references, credit
bureau information and combined loan to value ratio. The models are used to
assess a potential borrower's credit standing and repayment ability considering
the value or adequacy of property offered as collateral. Our credit criteria
include reliance on credit scores, including those based upon both our
proprietary internal credit scoring model and external credit bureau scoring,
combined with judgment. The credit scoring models are regularly reviewed for
effectiveness utilizing statistical tools. We regularly evaluate the consumer
loan portfolio using past due, vintage curve and other statistical tools to
analyze trends and credit performance by loan type, including analysis of
specific credit characteristics and other selected subsets of the portfolios.
Adjustments to credit scorecards and lending programs are made when deemed
appropriate. Individual underwriters are assigned credit authority based upon
their experience, performance and understanding of the underwriting policies and
procedures of our consumer and small-ticket leasing operations. A credit
approval hierarchy also exists to ensure that all applications are reviewed by
an underwriter with the appropriate level of authority.

    See "Provision and Reserve for Credit Losses/Credit Quality."

MARKET RISK MANAGEMENT

    Market risk is the risk of loss arising from changes in values of financial
instruments, including interest rate risk, foreign exchange risk, derivative
credit risk and liquidity risk. We engage in transactions in the normal course
of business that expose us to market risks. However, we maintain what we believe
are appropriate management practices and policies designed to effectively
mitigate such risks. The objectives of our market risk management efforts are to
preserve company value by hedging changes in future expected net cash flows and
to decrease the cost of capital. Strategies for managing market risks associated
with changes in interest rates and foreign exchange rates are an integral part
of the process, because those strategies affect our future expected cash flows
as well as our cost of capital.

    Our Capital Committee sets policies, oversees and guides the interest rate
and currency risk management process, including establishment and monitoring of
risk metrics, and ensures the implementation of those policies. Other risks
monitored by the Capital Committee include derivative credit risk and liquidity
risk. The Capital Committee includes members of senior management, including the
Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the
Controller with business unit executives serving on a rotating basis.

    INTEREST RATE AND FOREIGN EXCHANGE RISK MANAGEMENT--We offer a variety of
financing products to our customers including fixed and floating-rate loans of
various maturities and currency denominations, and a variety of leases,
including operating leases. Changes in market interest rates, relationships
between short-term and long-term market interest rates, or relationships between
different interest rate indices (i.e., basis risk) can affect the interest rates
charged on interest-earning assets differently than the interest rates paid on
interest-bearing liabilities, and can result in an increase in interest expense
relative to finance income. We measure our asset/liability position in economic
terms through duration measures and value at risk analysis, and we measure its
periodic effect on earnings using maturity gap analysis.

    A matched asset/liability position is generally achieved through a
combination of financial instruments, including issuing commercial paper,
medium-term notes, long-term debt, interest rate and currency swaps, foreign
exchange contracts, and through asset syndication and securitization. We do not
speculate on interest rates or foreign exchange rates, but rather seek to
mitigate the possible impact of

                                       25
<Page>
such rate fluctuations encountered in the normal course of business. This
process is ongoing due to prepayments, refinancings and actual payments varying
from contractual terms, as well as other portfolio dynamics.

    We periodically enter into structured financings (involving both the
issuance of debt and an interest rate swap with corresponding notional principal
amount and maturity) to manage liquidity and reduce interest rate risk at a
lower overall funding cost than could be achieved by solely issuing debt.

    Our foreign operations are funded through both local currency borrowings and
U.S. dollar borrowings which are converted to local currency through the use of
foreign exchange forward contracts or cross-currency swaps. We also utilize
foreign exchange forward contracts to hedge our net investments in foreign
operations. Translation gains and losses of the underlying foreign net
investment, as well as offsetting derivative gains or losses on designated
hedges, are reflected in other comprehensive income as a separate component of
equity in the Consolidated Balance Sheets.

    We regularly monitor and simulate through computer modeling our degree of
interest rate sensitivity by measuring the repricing characteristics of
interest-sensitive assets, liabilities and derivatives.

    DERIVATIVE RISK MANAGEMENT--We enter into interest rate and currency swaps
and foreign exchange forward contracts as part of our overall market risk
management practices. We assess and manage the external and internal risks
associated with these derivative instruments in accordance with the overall
operating goals established by our Capital Committee. External risk is defined
as those risks outside of our direct control, including counterparty credit
risk, liquidity risk, systemic risk and legal risk. Internal risk relates to
those operational risks within the management oversight structure and includes
actions taken in contravention of Tyco Capital policy.

    The primary external risk of derivative instruments is counterparty credit
exposure, which is defined as the ability of a counterparty to perform its
financial obligations under a derivative contract. We control the credit risk of
our derivative agreements through counterparty credit approvals, pre-established
exposure limits and monitoring procedures.

    The Capital Committee approves each counterparty and establishes exposure
limits based on credit analysis and market value. All derivative agreements are
with major money center financial institutions rated investment grade by
nationally recognized rating agencies, with the majority of our counterparties
rated "AA" or better. Credit exposures are measured based on the market value of
outstanding derivative instruments. Both current exposures and potential
exposures are calculated for each derivative contract to monitor counterparty
credit exposure.

    LIQUIDITY RISK MANAGEMENT--Liquidity risk refers to the risk of Tyco Capital
being unable to meet potential cash outflows promptly and cost effectively.
Factors that could cause such a risk to arise might be a disruption of a
securities market or other source of funds. We actively manage and mitigate
liquidity risk by maintaining diversified sources of funding. The primary
funding sources are commercial paper (U.S., Canada and Australia), medium-term
notes (U.S., Canada and Europe) and asset-backed securities (U.S. and Canada).
Included as part of our securitization programs are committed asset-backed
commercial paper programs in the U.S. and Canada. We also maintain committed
bank lines of credit to provide back-stop support of commercial paper borrowings
and local bank lines to support our international operations. Additional sources
of liquidity are loan and lease payments from customers, whole loan asset sales
and loan syndications.

    We also target and monitor certain liquidity metrics to ensure both a
balanced liability profile and adequate alternate liquidity availability. Among
the target ratios are maximum percentage of outstanding commercial paper to
total debt and minimum percentage of committed bank line coverage to outstanding
commercial paper.

                                       26
<Page>
    The following table provides information regarding certain Tyco Capital
financial instruments which are sensitive to interest rates and foreign exchange
rates, and is based upon the contractual rates of our financial instruments at
September 30, 2001. The amounts included in the table below are in U.S. dollars
($ in millions).

<Table>
<Caption>
                                     FISCAL     FISCAL     FISCAL     FISCAL     FISCAL
                                      2002       2003       2004       2005       2006     THEREAFTER    TOTAL
                                    --------   --------   --------   --------   --------   ----------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>          <C>
DEBT
Fixed rate (US$)..................  2,340.6    2,626.7    4,254.2    3,885.7    1,142.0      1,610.2    15,859.4
  Average interest rate...........     6.46%      6.95%      6.33%      7.12%      6.45%        7.82%       6.79%
Fixed rate (Canadian Dollar)......    115.8      157.1       45.4        1.9        2.1         92.3       414.6
  Average interest rate...........     6.47%      6.63%      6.96%     11.03%     11.20%        7.28%       6.81%
Fixed rate (Euro).................       --         --         --      692.9         --           --       692.9
  Average interest rate...........                                      5.50%                               5.50%
Fixed rate (Yen)..................       --       90.0       80.2         --       28.4           --       198.6
  Average interest rate...........                4.95%      4.41%                 3.25%                    4.44%
Variable rate (US$)...............  5,725.0    3,889.6         --         --         --           --     9,614.6
  Average interest rate...........     3.47%      3.89%                                                     3.64%
Commercial Paper (US$)............  8,484.6         --         --         --         --           --     8,484.6
  Average interest rate...........     3.32%                                                                3.32%
Commercial Paper (Canadian
  Dollar).........................    136.9         --         --         --         --           --       136.9
  Average interest rate...........     4.08%                                                                4.08%

INTEREST RATE SWAPS
Variable to fixed (US$)...........  2,035.0    1,590.5      384.8      215.1      103.7        859.2     5,188.3
  Average pay rate................     6.35%      6.52%      5.73%      5.23%      5.18%        5.67%       6.17%
  Average receive rate............     3.03%      3.09%      3.28%      2.92%      2.95%        3.02%       3.06%
Fixed to variable (US$)...........     20.0      429.4      313.5      257.8         --        200.0     1,220.7
  Average pay rate................     3.47%      3.40%      5.04%      4.79%                   2.52%       3.97%
  Average receive rate............     7.54%      6.87%      7.15%      6.92%                   5.92%       6.81%
Variable to fixed (Canadian
  Dollar).........................    109.3       61.5      132.5       65.0        0.5          2.4       371.2
  Average pay rate................     6.07%      6.15%      6.29%      6.34%      6.43%        6.43%       6.21%
  Average receive rate............     4.13%      4.11%      3.99%      4.20%      4.01%        4.01%       4.09%

CROSS CURRENCY SWAPS
Pay US$/receive Canadian Dollar...      3.8       12.9        4.4        4.7        5.0          9.6        40.4
  Average pay rate................     5.34%      4.51%      5.34%      5.34%      5.34%        5.34%       5.07%
  Average receive rate............     3.48%      6.61%      3.48%      3.48%      3.48%        3.48%       4.48%
Pay US$/receive Yen...............       --       90.0       80.2         --       28.4           --       198.6
  Average pay rate................                4.25%      3.56%                 3.70%                    3.89%
  Average receive rate............                3.72%      4.41%                 3.25%                    3.93%
Pay US$/ receive Euro.............       --         --         --      663.4         --           --       663.4
  Average pay rate................                                      5.16%                               5.16%
  Average receive rate............                                      5.50%                               5.50%
Pay Canadian Dollar/receive US$...     10.4        8.3        6.7      695.9         --           --       721.3
  Average pay rate................     4.84%      4.84%      4.84%      4.94%                               4.94%
  Average receive rate............     8.26%      8.26%      8.26%      6.93%                               6.98%

FORWARD CONTRACTS
Receive US$/Pay Canadian Dollar...    378.3      195.2         --         --         --           --       573.5
  Average contractual exchange
    rate..........................     0.65       0.65         --         --         --           --        0.65
</Table>

                                       27
<Page>
LIQUIDITY

    We maintain committed bank lines of credit aggregating $8.5 billion to
provide back-stop support of commercial paper borrowings and approximately
$252.4 million of local bank lines to support our international operations. Our
primary bank line agreements include a minimum equity requirement of $3.8
billion. Included as part of our securitization programs are committed
asset-backed commercial paper programs in the U.S. and Canada aggregating
approximately $4.6 billion. At September 30, 2001, $15.2 billion of registered,
but unissued, debt securities remained available under our shelf registration
statement.

    To ensure uninterrupted access to capital at competitive interest rates, we
maintain strong investment grade ratings as outlined below.

<Table>
<Caption>
                                                              SHORT TERM   LONG TERM
                                                              ----------   ---------
<S>                                                           <C>          <C>
Moody's.....................................................    P-1          A2
Standard & Poor's...........................................    A-1          A+
Fitch.......................................................    F1           A+
</Table>

    The security ratings at September 30, 2001 stated above are not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal by the assigning rating organization. Each rating should be evaluated
independently of any other rating.

    As part of our continuing program of accessing the public and private
asset-backed securitization markets as an additional liquidity source, general
equipment finance receivables of $3.3 billion were securitized during the nine
months ended September 30, 2001.

    At September 30, 2001, we had $6.6 billion of registered, but unissued,
securities available under a shelf registration statement relating to our
asset-backed securitization programs.

CAPITALIZATION

    We have substantially concluded the deleveraging of the balance sheet.
During the nine months ended September 30, 2001, we sold the United Kingdom
dealer business, substantially all of our manufactured housing portfolio and
certain other assets. We exited the recreational vehicle and owner-operator
trucking origination markets and placed the existing portfolios in liquidation
status during the nine months ended September 30, 2001. In October 2001, we sold
$700 million of recreational vehicle finance receivables. In all, we have sold,
liquidated or placed in liquidation status approximately $7.0 billion managed
assets, including a total of approximately $5.0 billion of owned assets since
January 1, 2001. In addition, we received $875 million in capital contributions
during the nine months ended September 30, 2001 from Tyco that partially offset
the impact to tangible capital from push-down accounting. As a result, the
tangible shareholder's equity to managed assets and total debt to tangible
shareholder's equity ratios reached or exceeded our targets improving to 8.88%
and 8.06x at September 30, 2001 from 7.82% and 8.78x at December 31, 2000,
respectively.

                                       28
<Page>
    The following table presents information regarding our capital structure ($
in millions).

<Table>
<Caption>
                                                      SEPTEMBER 30, 2001   DECEMBER 31, 2000
                                                      ------------------   -----------------
                                                         (SUCCESSOR)         (PREDECESSOR)
<S>                                                   <C>                  <C>
Commercial paper....................................       $ 8,621.5           $ 9,063.5
Term debt...........................................        26,780.1            28,901.6
Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely
  debentures of the Company ("Preferred Capital
  Securities")......................................           260.0               250.0
Shareholder's equity(1).............................        10,661.4             6,007.2
                                                           ---------           ---------
Total capitalization................................        46,323.0            44,222.3
Goodwill and other intangible assets................        (6,569.5)           (1,964.6)
                                                           ---------           ---------
Total tangible capitalization.......................       $39,753.5           $42,257.7
                                                           =========           =========
Tangible shareholder's equity(1) and Preferred
  Capital Securities to managed assets..............            8.88%               7.82%
Total debt (excluding overnight deposits) to
  tangible shareholder's equity(1) and Preferred
  Capital Securities................................            8.06x               8.78x
</Table>

------------------------------

(1)  Shareholder's equity excludes the impact of the accounting change for
     derivative financial instruments described in Note 10 to the Consolidated
    Financial Statements.

    The Company-obligated mandatorily redeemable preferred securities are 7.70%
Preferred Capital Securities issued in 1997 by CIT Capital Trust I, a
wholly-owned subsidiary. CIT Capital Trust I invested the proceeds of that issue
in Junior Subordinated Debentures of Tyco Capital having identical rates and
payment dates.

ACCOUNTING AND TECHNICAL PRONOUNCEMENTS

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. In addition, companies are required to
review goodwill and intangible assets reported in connection with prior
acquisitions, possibly disaggregate and report separately previously identified
intangible assets and possibly reclassify certain intangible assets into
goodwill. SFAS No. 142 establishes new guidelines for accounting for goodwill
and other intangible assets. Tyco Capital implemented the provisions of SFAS
No. 142, "Goodwill and Other Intangible Assets," on October 1, 2001. Since
adoption, existing goodwill is no longer amortized but instead will be assessed
for impairment at least annually. We are currently determining the impact of
adopting this standard under the transition provisions of SFAS No. 142. Goodwill
amortization expense for the nine months ended September 30, 2001 was
$97.6 million.

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143, addresses accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This statement is effective for fiscal years beginning
after June 15, 2002. We are currently assessing the impact of this new standard.

    In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after
December 15, 2001. The provisions of this statement provide a single accounting
model for impairment of long-lived assets. We are currently assessing the impact
of this new standard.

                                       29
<Page>
FORWARD-LOOKING STATEMENTS

    Certain statements contained in this document are "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. All statements contained herein that are not clearly historical in
nature are forward-looking and the words "anticipate," "believe," "expect,"
"estimate" and similar expressions are generally intended to identify
forward-looking statements. Any forward-looking statements contained herein, in
press releases, written statements or other documents filed with the Securities
and Exchange Commission or in communications and discussions with investors and
analysts in the normal course of business through meetings, webcasts, phone
calls and conference calls, concerning our operations, economic performance and
financial condition are subject to known and unknown risks, uncertainties and
contingencies. Forward-looking statements are included, for example, in the
discussions about:

    - our liquidity risk management,

    - our credit risk management,

    - our asset/liability risk management,

    - our capital, leverage and credit ratings,

    - our operational and legal risks, and

    - how we may be affected by legal proceedings.

    All forward-looking statements involve risks and uncertainties, many of
which are beyond our control, which may cause actual results, performance or
achievements to differ materially from anticipated results, performance or
achievements. Also, forward-looking statements are based upon management's
estimates of fair values and of future costs, using currently available
information. Therefore, actual results may differ materially from those
expressed or implied in those statements. Factors that could cause such
differences include, but are not limited to:

    - risks of economic slowdown, downturn or recession,

    - industry cycles and trends,

    - risks inherent in changes in market interest rates,

    - funding opportunities and borrowing costs,

    - changes in funding markets, including commercial paper, term debt and the
      asset-backed securitization markets,

    - uncertainties associated with risk management, including credit,
      prepayment, asset/liability, interest rate and currency risks,

    - adequacy of reserves for credit losses,

    - risks associated with the value and recoverability of leased equipment and
      lease residual values,

    - changes in regulations governing our business and operations or
      permissible activities,

    - changes in competitive factors, and

    - future acquisitions and dispositions of businesses or asset portfolios.

                                       30
<Page>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
Tyco Capital Corporation

    In our opinion, the accompanying consolidated balance sheet as of
September 30, 2001 and the related consolidated statements of income, of
shareholder's equity and of cash flows present fairly, in all material respects,
the financial position of Tyco Capital Corporation (formerly The CIT
Group, Inc.) and its subsidiaries at September 30, 2001, and the results of
their operations and their cash flows for the period from June 2, 2001 through
September 30, 2001 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
opinion on these financial statements based on our audit. We conducted our audit
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
audit provides a reasonable basis for our opinion.

    As discussed in Note 1 to the financial statements, on January 1, 2001 the
Company was required to adopt Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" and on
June 2, 2001, the Company changed its basis of accounting for purchased assets
and liabilities.

PricewaterhouseCoopers LLP
New York, New York
October 18, 2001

                                       31
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
Tyco Capital Corporation

    In our opinion, the accompanying consolidated statements of income, of
shareholder's equity and of cash flows present fairly, in all material respects,
the results of operations and cash flows of Tyco Capital Corporation (formerly
The CIT Group, Inc.) and its subsidiaries for the period from January 1, 2001
through June 1, 2001 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
opinion on these financial statements based on our audit. We conducted our audit
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
audit provides a reasonable basis for our opinion.

    As discussed in Note 1 to the financial statements, on January 1, 2001 the
Company was required to adopt Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities."

PricewaterhouseCoopers LLP
New York, New York
October 18, 2001

                                       32
<Page>
                          INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors of
The CIT Group, Inc.:

    We have audited the accompanying consolidated balance sheet of The CIT
Group, Inc. and subsidiaries as of December 31, 2000, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 2000.
These consolidated financial statements are the responsibility of CIT's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly in all material respects, the financial position of The CIT
Group, Inc. and subsidiaries at December 31, 2000, and the results of their
operations and cash flows for each of the years in the two-year period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.

KPMG LLP
Short Hills, New Jersey
January 25, 2001

                                       33
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                 (IN MILLIONS)

<Table>
<Caption>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2001            2000
                                                              -------------   -------------
                                                               (SUCCESSOR)    (PREDECESSOR)
<S>                                                           <C>             <C>
ASSETS
Financing and leasing assets:
  Finance receivables.......................................    $30,791.3        $33,497.5
  Reserve for credit losses.................................       (471.7)          (468.5)
                                                                ---------        ---------
  Net finance receivables...................................     30,319.6         33,029.0
  Operating lease equipment, net............................      5,649.9          7,190.6
  Finance receivables held for sale.........................      2,014.9          2,698.4
Cash and cash equivalents...................................        728.7            812.1
Receivables from affiliates.................................      1,640.9               --
Goodwill and other intangible assets, net...................      6,569.5          1,964.6
Other assets................................................      3,758.2          2,995.1
                                                                ---------        ---------
TOTAL ASSETS................................................    $50,681.7        $48,689.8
                                                                =========        =========

LIABILITIES AND SHAREHOLDER'S EQUITY
Debt:
  Commercial paper..........................................    $ 8,621.5        $ 9,063.5
  Variable-rate senior notes................................      9,614.6         11,130.5
  Fixed-rate senior notes...................................     17,065.5         17,571.1
  Subordinated fixed-rate notes.............................        100.0            200.0
                                                                ---------        ---------
Total debt..................................................     35,401.6         37,965.1
Credit balances of factoring clients........................      2,392.9          2,179.9
Accrued liabilities and payables............................      2,029.2          2,287.6
                                                                ---------        ---------
TOTAL LIABILITIES...........................................     39,823.7         42,432.6
                                                                ---------        ---------

Commitments and Contingencies (Note 19)

Company-obligated mandatorily redeemable preferred
  securities of subsidiary trust holding solely debentures
  of the Company............................................        260.0            250.0
Shareholder's Equity:
  Parent company investment.................................     10,441.9               --
  Common stock..............................................           --              2.7
  Paid-in capital...........................................           --          3,527.2
  Retained earnings.........................................        252.4          2,603.3
  Accumulated other comprehensive (loss) income.............        (96.3)            11.7
  Treasury stock, at cost...................................           --           (137.7)
                                                                ---------        ---------
TOTAL SHAREHOLDER'S EQUITY..................................     10,598.0          6,007.2
                                                                ---------        ---------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................    $50,681.7        $48,689.8
                                                                =========        =========
</Table>

                See Notes to Consolidated Financial Statements.

                                       34
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                                 (IN MILLIONS)

<Table>
<Caption>
                                                                                         YEARS ENDED
                                                                                        DECEMBER 31,
                                         JUNE 2 THROUGH     JANUARY 1 THROUGH   -----------------------------
                                       SEPTEMBER 30, 2001     JUNE 1, 2001          2000            1999
                                       ------------------   -----------------   -------------   -------------
                                          (SUCCESSOR)         (PREDECESSOR)     (PREDECESSOR)   (PREDECESSOR)
<S>                                    <C>                  <C>                 <C>             <C>
FINANCE INCOME.......................       $1,676.5            $2,298.8          $5,248.4        $2,565.9
Interest expense.....................          597.1             1,022.7           2,497.7         1,293.4
                                            --------            --------          --------        --------
Net finance income...................        1,079.4             1,276.1           2,750.7         1,272.5
Depreciation on operating lease
  equipment..........................          448.6               588.1           1,281.3           355.1
                                            --------            --------          --------        --------
Net finance margin...................          630.8               688.0           1,469.4           917.4
Other revenue........................          335.1               237.5             912.0           350.8
                                            --------            --------          --------        --------
OPERATING REVENUE....................          965.9               925.5           2,381.4         1,268.2
                                            --------            --------          --------        --------
Salaries and general operating
  expenses...........................          338.9               446.0           1,035.2           516.0
Provision for credit losses..........          116.1               216.4             255.2           110.3
Goodwill amortization................           59.8                37.8              86.3            25.7
Acquisition-related costs............             --                54.0                --              --
                                            --------            --------          --------        --------
OPERATING EXPENSES...................          514.8               754.2           1,376.7           652.0
                                            --------            --------          --------        --------
Income before provision for income
  taxes..............................          451.1               171.3           1,004.7           616.2
Provision for income taxes...........         (195.0)              (85.1)           (381.2)         (214.9)
Minority interest in subsidiary trust
  holding solely debentures of the
  Company, after tax.................           (3.6)               (4.9)            (11.9)          (11.9)
                                            --------            --------          --------        --------
NET INCOME...........................       $  252.5            $   81.3          $  611.6        $  389.4
                                            ========            ========          ========        ========
</Table>

                See Notes to Consolidated Financial Statements.

                                       35
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                                 (IN MILLIONS)

<Table>
<Caption>
                                                                                                     ACCUMULATED
                                             PARENT                                                     OTHER           TOTAL
                                            COMPANY      COMMON    PAID-IN    TREASURY   RETAINED   COMPREHENSIVE   SHAREHOLDER'S
                                           INVESTMENT    STOCK     CAPITAL     STOCK     EARNINGS   INCOME (LOSS)      EQUITY
                                           ----------   --------   --------   --------   --------   -------------   -------------
<S>                                        <C>          <C>        <C>        <C>        <C>        <C>             <C>
DECEMBER 31, 1998 (PREDECESSOR)..........  $      --    $   1.7    $  952.5    $(25.4)   $1,772.8      $   --         $ 2,701.6
Net income...............................                                                   389.4                         389.4
Foreign currency translation
  adjustments............................                                                                 0.3               0.3
Unrealized gain on equity and
  securitization investments, net........                                                                 2.5               2.5
                                                                                                                      ---------
Total comprehensive income...............                                                                                 392.2
                                                                                                                      ---------
Cash dividends...........................                                                   (64.6)                        (64.6)
Repurchase of common stock...............                                       (45.1)                                    (45.1)
Issuance of common stock and exchangeable
  shares in connection with the Newcourt
  acquisition............................                   1.0     2,562.7                                             2,563.7
Restricted common stock grants...........                               6.6                                                 6.6
                                           ---------    -------    --------    ------    --------      ------         ---------
DECEMBER 31, 1999 (PREDECESSOR)..........         --        2.7     3,521.8     (70.5)    2,097.6         2.8           5,554.4
Net income...............................                                                   611.6                         611.6
Foreign currency translation
  adjustments............................                                                                 4.3               4.3
Unrealized gain on equity and
  securitization investments, net........                                                                 4.6               4.6
                                                                                                                      ---------
Total comprehensive income...............                                                                                 620.5
                                                                                                                      ---------
Cash dividends...........................                                                  (105.9)                       (105.9)
Repurchase of common stock...............                                       (67.2)                                    (67.2)
Restricted common stock grants...........                               5.4                                                 5.4
                                           ---------    -------    --------    ------    --------      ------         ---------
DECEMBER 31, 2000 (PREDECESSOR)..........         --        2.7     3,527.2    (137.7)    2,603.3        11.7           6,007.2
Net income...............................                                                    81.3                          81.3
Foreign currency translation
  adjustments............................                                                               (33.7)            (33.7)
Cumulative effect of new accounting
  principle..............................                                                              (146.5)           (146.5)
Change in fair values of derivatives
  qualifying as cash flow hedges.........                                                                 0.6               0.6
                                                                                                                      ---------
Total comprehensive loss.................                                                                                 (98.3)
                                                                                                                      ---------
Cash dividends...........................                                                   (52.9)                        (52.9)
Issuance of treasury stock...............                                        27.6                                      27.6
Restricted common stock grants...........                              12.4                                                12.4
                                           ---------    -------    --------    ------    --------      ------         ---------
JUNE 1, 2001 (PREDECESSOR)...............         --        2.7     3,539.6    (110.1)    2,631.7      (167.9)          5,896.0
Recapitalization at acquisition..........    3,539.6         --    (3,539.6)       --          --          --                --
Effect of push-down accounting of Tyco's
  purchase price on Tyco Capital's net
  assets.................................    5,945.1       (2.7)         --     110.1    (2,631.7)      167.9           3,588.7
                                           ---------    -------    --------    ------    --------      ------         ---------
JUNE 1, 2001 (SUCCESSOR).................    9,484.7         --          --        --          --          --           9,484.7
Net income...............................                                                   252.5                         252.5
Cash dividends...........................                                                    (0.1)                         (0.1)
Foreign currency translation
  adjustments............................                                                               (13.4)            (13.4)
Change in fair values of derivatives
  qualifying as cash flow hedges.........                                                               (63.4)            (63.4)
                                                                                                                      ---------
Total comprehensive income...............                                                                                 175.6
                                                                                                                      ---------
Tax benefit on stock transactions........       39.4                                                                       39.4
Sale of international subsidiaries to
  Parent.................................       19.5                                                    (19.5)               --
Capital contribution from Parent.........      898.3                                                                      898.3
                                           ---------    -------    --------    ------    --------      ------         ---------
SEPTEMBER 30, 2001 (SUCCESSOR)...........  $10,441.9    $    --    $     --    $   --    $  252.4      $(96.3)        $10,598.0
                                           =========    =======    ========    ======    ========      ======         =========
</Table>

                See Notes to Consolidated Financial Statements.

                                       36
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN MILLIONS)

<Table>
<Caption>
                                                                                                        YEARS ENDED
                                                                                                       DECEMBER 31,
                                                        JUNE 2 THROUGH     JANUARY 1 THROUGH   -----------------------------
                                                      SEPTEMBER 30, 2001     JUNE 1, 2001          2000            1999
                                                      ------------------   -----------------   -------------   -------------
                                                         (SUCCESSOR)         (PREDECESSOR)     (PREDECESSOR)   (PREDECESSOR)
<S>                                                   <C>                  <C>                 <C>             <C>
CASH FLOWS FROM OPERATIONS:
Net income..........................................      $    252.5          $     81.3        $    611.6      $    389.4
Adjustments to reconcile net income to net cash
  flows from operations:
  Provision for credit losses.......................           116.1               216.4             255.2           110.3
  Depreciation and amortization.....................           521.3               642.4           1,408.7           402.8
  Non-recurring charges.............................              --                78.1                --              --
  Provision for deferred federal income taxes.......           163.6                52.5             211.5           163.5
  Gains on equipment, receivable and investment
    sales...........................................          (119.1)              (96.3)           (371.8)         (109.3)
  (Decrease) increase in accrued liabilities and
    payables........................................          (356.0)              (17.0)            449.0           221.2
  (Increase) decrease in other assets...............          (473.5)               69.9            (690.9)         (125.6)
  Other.............................................           (67.3)               34.9              29.0            32.3
                                                          ----------          ----------        ----------      ----------
Net cash flows provided by operations...............            37.6             1,062.2           1,902.3         1,084.6
                                                          ----------          ----------        ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans extended......................................       (15,493.1)          (20,803.0)        (49,275.8)      (39,657.9)
Collections on loans................................        12,750.6            18,520.2          41,847.5        34,315.7
Proceeds from asset and receivable sales............         5,213.0             2,879.6           7,055.4         3,733.2
Purchases of assets to be leased....................          (756.9)             (694.0)         (2,457.6)       (1,633.2)
Purchases of finance receivable portfolios..........              --                  --          (1,465.6)         (492.1)
Net increase in short-term factoring receivables....          (471.2)             (131.0)           (175.4)         (242.9)
Transfer of international subsidiaries to Parent....           (79.3)                 --                --              --
Acquisitions, net of cash acquired..................              --                  --                --          (538.0)
Other...............................................             3.2               (24.4)            (79.4)          (36.0)
                                                          ----------          ----------        ----------      ----------
Net cash flows provided by (used for) investing
  activities........................................         1,166.3              (252.6)         (4,550.9)       (4,551.2)
                                                          ----------          ----------        ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of variable and fixed
  rate notes........................................         1,000.0             6,246.6          12,645.3         7,700.0
Repayments of variable and fixed-rate notes.........        (3,272.2)           (6,491.5)        (10,143.2)       (5,538.3)
Net (decrease) increase in commercial paper.........        (1,007.8)              813.6              89.5         2,571.2
Net repayments of non-recourse leveraged lease
  debt..............................................           (26.6)               (8.7)            (31.2)         (156.8)
Capital contributions from Parent...................           675.0                  --                --              --
Cash dividends paid.................................              --               (52.9)           (105.9)          (64.6)
Issuance (purchase) of treasury stock...............              --                27.6             (67.2)          (45.1)
                                                          ----------          ----------        ----------      ----------
Net cash flows (used for) provided by financing
  activities........................................        (2,631.6)              534.7           2,387.3         4,466.4
                                                          ----------          ----------        ----------      ----------
Net (decrease) increase in cash and cash
  equivalents.......................................        (1,427.7)            1,344.3            (261.3)          999.8
Cash and cash equivalents, beginning of period......         2,156.4               812.1           1,073.4            73.6
                                                          ----------          ----------        ----------      ----------
Cash and cash equivalents, end of period............      $    728.7          $  2,156.4        $    812.1      $  1,073.4
                                                          ==========          ==========        ==========      ==========
SUPPLEMENTARY CASH FLOW DISCLOSURE:
Interest paid.......................................      $    652.9          $  1,067.6        $  2,449.7      $  1,268.9
Federal, foreign and state and local income taxes
  paid..............................................      $     31.4          $     14.7        $     28.4      $     66.4

SUPPLEMENTARY NON-CASH DISCLOSURE:
Push-down of purchase price by Parent...............      $  9,484.7          $       --        $       --      $       --
Stock issued for acquisition........................      $       --          $       --        $       --      $  2,563.7
Transfer of international subsidiaries to Parent....      $    295.1          $       --        $       --      $       --
</Table>

                See Notes to Consolidated Financial Statements.

                                       37
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Tyco Capital Corporation ("Tyco Capital") is a diversified finance company
engaging in vendor, equipment, commercial, consumer and structured financing and
leasing activities. Tyco Capital operates primarily in North America, with
locations in Europe, Latin America, Australia and the Asia-Pacific region.

BASIS OF PRESENTATION

    The Consolidated Financial Statements include the results of Tyco Capital
and its subsidiaries and have been prepared in United States dollars, unless
indicated otherwise, in accordance with generally accepted accounting principles
in the United States. On June 1, 2001, Tyco Capital, formerly The CIT Group,
Inc. ("CIT"), was acquired by a wholly-owned subsidiary of Tyco International
Ltd. in a purchase business combination (see Note 2). Tyco International Ltd.
and its subsidiaries, excluding Tyco Capital and its subsidiaries, are referred
to herein as the "Parent" or "Tyco." In accordance with the guidelines for
accounting for business combinations, the purchase price paid by Tyco plus
related purchase accounting adjustments have been "pushed down" and recorded in
Tyco Capital's financial statements for the periods after June 1, 2001,
resulting in a new basis of accounting for the "successor" period beginning
June 2, 2001. As of the acquisition date, assets and liabilities were recorded
at estimated fair value in the Tyco Capital financial statements. Any resulting
premiums or discounts are being accreted or amortized on a level yield basis
over the remaining estimated lives of the corresponding assets or liabilities.
Information relating to all "predecessor" periods prior to the acquisition is
presented using CIT's historical basis of accounting. Tyco Capital will continue
to operate its businesses independently as an indirect wholly-owned subsidiary
of Tyco.

    Tyco Capital consolidates companies in which it owns or controls more than
fifty percent of the voting shares unless control is likely to be temporary. All
significant intercompany transactions have been eliminated. Prior period amounts
have been reclassified to conform to the current presentation. The 1999
acquisitions, which included Newcourt Credit Group Inc. ("Newcourt") and two
acquisitions in the Commercial Finance segment, were accounted for using the
purchase method of accounting. The acquisitions affect the comparability of the
Consolidated Financial Statements as the Consolidated Statements of Income
reflect results of the acquired operations for the full nine months of 2001 and
the full year 2000, as compared to a partial year for each acquisition for 1999.

FINANCING AND LEASING ASSETS

    Tyco Capital provides funding for a variety of financing arrangements,
including term loans, lease financing and operating leases. The amounts
outstanding on loans and leases are referred to as finance receivables and, when
combined with finance receivables held for sale, net book value of operating
lease equipment, and certain investments, represent financing and leasing
assets.

    At the time of designation for sale, securitization or syndication by
management, assets are classified as finance receivables held for sale. These
assets are carried at the lower of aggregate cost or market value.

INCOME RECOGNITION

    Finance income includes interest on loans, the accretion of income on direct
financing leases, and rents on operating leases. Related origination and other
nonrefundable fees and direct origination costs are deferred and amortized as an
adjustment of finance income over the contractual life of the transactions.
Income on finance receivables other than leveraged leases is recognized on an
accrual

                                       38
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
basis commencing in the month of origination using methods that generally
approximate the interest method. Leveraged lease income is recognized on a basis
calculated to achieve a constant after-tax rate of return for periods in which
Tyco Capital has a positive investment in the transaction, net of related
deferred tax liabilities. Rental income on operating leases is recognized on an
accrual basis.

    The accrual of finance income on commercial finance receivables is generally
suspended and an account is placed on non-accrual status when payment of
principal or interest is contractually delinquent for 90 days or more, or
earlier when, in the opinion of management, full collection of all principal and
interest due is doubtful. Given the nature of revolving credit facilities,
including those combined with term loan facilities (advances and interest
accruals increase revolving loan balances and payments reduce revolving loan
balances), the placement of revolving credit facilities on non-accrual status
includes the review of other qualitative and quantitative credit-related
factors, and generally does not result in the reversal of significant amounts of
accrued interest. To the extent the estimated fair value of collateral does not
satisfy both the principal and accrued interest outstanding, accrued but
uncollected interest at the date an account is placed on non-accrual status is
reversed and charged against income. Subsequent interest received is applied to
the outstanding principal balance until such time as the account is collected,
charged-off or returned to accrual status. The accrual of finance income on
consumer loans is suspended, and all previously accrued but uncollected income
is reversed, when payment of principal and/or interest on consumer finance
receivables is contractually delinquent for 90 days or more.

    Other revenue includes the following: (1) factoring commissions,
(2) commitment, facility, letters of credit and syndication fees, (3) servicing
fees and (4) gains and losses from the sales of leasing equipment, venture
capital investments and sales and securitizations of finance receivables.

LEASE FINANCING

    Direct financing leases are recorded at the aggregate future minimum lease
payments plus estimated residual values less unearned finance income. Operating
lease equipment is carried at cost less accumulated depreciation and is
depreciated to estimated residual value using the straight-line method over the
lease term or projected economic life of the asset. Equipment acquired in
satisfaction of loans and subsequently placed on operating lease is recorded at
the lower of carrying value or estimated fair value when acquired. Lease
receivables include leveraged leases, for which a major portion of the funding
is provided by third party lenders on a nonrecourse basis, with Tyco Capital
providing the balance and acquiring title to the property. Leveraged leases are
recorded at the aggregate value of future minimum lease payments plus estimated
residual value, less nonrecourse third party debt and unearned finance income.
Management performs periodic reviews of the estimated residual values with
impairment, other than temporary, recognized in the current period.

RESERVE FOR CREDIT LOSSES ON FINANCE RECEIVABLES

    The consolidated reserve for credit losses is periodically reviewed for
adequacy considering economic conditions, collateral values and credit quality
indicators, including historical and expected charge-off experience and levels
of past due loans and non-performing assets. Changes in economic conditions or
other events affecting specific obligors or industries may necessitate additions
or deductions to the consolidated reserve for credit losses. In management's
judgment the consolidated reserve for credit losses is adequate to provide for
credit losses inherent in the portfolio.

                                       39
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CHARGE-OFF OF FINANCE RECEIVABLES

    Finance receivables are reviewed periodically to determine the probability
of loss. Charge-offs are taken after considering such factors as the borrower's
financial condition and the value of underlying collateral and guarantees
(including recourse to dealers and manufacturers). Such charge-offs are deducted
from the carrying value of the related finance receivables. To the extent that
an unrecovered balance remains due, a final charge-off is taken at the time
collection efforts are deemed no longer useful. Charge-offs are recorded on
consumer and certain small ticket commercial finance receivables beginning at
180 days of contractual delinquency based upon historical loss severity.
Collections on accounts previously charged off are recorded as increases to the
reserve for credit losses.

IMPAIRED LOANS

    Impaired loans include any loan transaction, outside of homogeneous pools of
loans, that is placed on non-accrual status or any troubled debt restructuring.
Such loans are subject to periodic individual review by Tyco Capital's Asset
Quality Review Committee ("AQR"). The AQR, which is comprised of members of
senior management, reviews overall portfolio performance, as well as individual
accounts meeting certain credit risk grading parameters. Excluded from impaired
loans are: 1) certain individual small-dollar, commercial non-accrual loans for
which the collateral value supports the outstanding balance and the continuation
of earning status, 2) consumer loans, which are subject to automatic charge-off
procedures, and 3) short-term factoring customer receivables, generally having
terms of no more than 30 days. Loan impairment is defined as any shortfall
between the estimated value and the recorded investment in the loan, with the
estimated value determined using the fair value of the collateral if the loan is
collateral dependent, or the present value of expected future cash flows
discounted at the loan's effective interest rate.

LONG-LIVED ASSETS

    A review for impairment of long-lived assets, such as operating lease
equipment, is performed at least annually and whenever events or changes in
circumstances indicate that the carrying amount of long-lived assets may not be
recoverable. Recoverability of assets is measured by comparing the carrying
amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.

GOODWILL AND OTHER IDENTIFIED INTANGIBLES

    Goodwill represents the excess of the purchase price over the estimated fair
value of identifiable assets acquired, less the estimated fair value of
liabilities assumed from business combinations. Goodwill and other intangible
assets are amortized from the date of acquisition on a straight-line basis over
estimated lives ranging from 5 to 40 years. Tyco Capital implemented Statement
of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other
Intangible Assets," on October 1, 2001. See "ACCOUNTING PRONOUNCEMENTS" in
Note 1 for more information on SFAS No. 142.

SECURITIZATIONS

    Pools of assets are originated and sold to independent trusts which, in
turn, issue securities to investors backed by the asset pools. Tyco Capital
retains the servicing rights and participates in certain

                                       40
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
cash flows from the pools. The present value of expected net cash flows (after
payment of principal and interest to certificate and/or note holders and
credit-related disbursements) that exceeds the estimated cost of servicing is
recorded at the time of sale as a "retained interest." Retained interests in
securitized assets are included in other assets and classified as
available-for-sale securities under SFAS 115. Tyco Capital, in its estimation of
those net cash flows and retained interests, inherently employs a variety of
financial assumptions, including loan pool credit losses, prepayment speeds and
discount rates. These assumptions are supported by both Tyco Capital's
historical experience, market trends and anticipated performance relative to the
particular assets securitized. Subsequent to the recording of retained
interests, Tyco Capital reviews such values quarterly. Fair values of retained
interests are calculated utilizing current and anticipated credit losses,
prepayment speeds and discount rates and are then compared to the respective
carrying values. Losses, representing the excess of carrying value over
estimated current fair value, are recorded as an impairment charge
($33.6 million for the nine months ended September 30, 2001 and $3.7 million for
the year ended December 31, 2000). Unrealized gains are not credited to current
earnings but are reflected in shareholder's equity as part of other
comprehensive income.

    During September 2000, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities--a replacement of FASB Statement No. 125."
SFAS No. 140 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The adoption of
this standard did not have a material effect on the accounting for, or the
structure of, Tyco Capital's securitization transactions.

OTHER ASSETS

    Assets received in satisfaction of loans are carried at the lower of
carrying value or estimated fair value less selling costs, with write-downs at
the time of receipt recognized by recording a charge-off. Subsequent write-downs
of such assets, which may be required due to a decline in estimated fair market
value after receipt, are reflected in general operating expenses.

    Realized and unrealized gains (losses) on marketable equity securities
included in Tyco Capital's venture capital investment companies are included
directly in operations. Unrealized gains and losses, representing the difference
between carrying value and estimated current fair market value, for all other
debt and marketable equity securities are recorded in other comprehensive
income, a separate component of equity.

    Investments in joint ventures are accounted for using the equity method,
whereby the investment balance is carried at cost and adjusted for the
proportionate share of undistributed earnings or losses. Unrealized intercompany
profits and losses are eliminated until realized, as if the joint venture were
consolidated.

    Investments in debt and equity securities of non-public companies are
carried at cost. These valuations are periodically reviewed and a write-down is
recorded if a decline in value is considered other than temporary. Gains and
losses are recognized upon sale or write-down of these investments as a
component of other revenues.

                                       41
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DERIVATIVE FINANCIAL INSTRUMENTS

    Tyco Capital uses interest rate, currency swaps and foreign exchange forward
contracts as part of a worldwide market risk management program to hedge against
the effects of future interest rate and currency fluctuations. Tyco Capital does
not enter into derivative financial instruments for trading or speculative
purposes.

    On January 1, 2001, Tyco Capital adopted SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." Derivative instruments are
recognized in the balance sheet at their fair values, and changes in fair values
are recognized immediately in earnings unless the derivatives qualify as hedges
of future cash flows. For derivatives qualifying as hedges of future cash flows,
the effective portion of changes in fair value is recorded temporarily in
accumulated other comprehensive income as a separate component of equity, and
contractual cash flows, along with the related impact of the hedged items,
continue to be recognized in earnings. Any ineffective portion of a hedge is
reported in current earnings. Amounts accumulated in other comprehensive income
are reclassified to earnings in the same period that the hedged transaction
impacts earnings.

    The net interest differential, including premiums paid or received, if any,
on interest rate swaps, is recognized on an accrual basis as an adjustment to
finance income or as interest expense to correspond with the hedged position. In
the event that early termination of a derivative instrument occurs, the gain or
loss remains in accumulated other comprehensive income until the hedged
transaction is recognized in earnings.

    Tyco Capital utilizes foreign exchange forward contracts or cross-currency
swaps to convert U.S. dollar borrowings into local currency in such instances
that local borrowings are not cost effective or available. Tyco Capital also
utilizes foreign exchange forward contracts to hedge its net investments in
foreign operations. These instruments are designated as hedges and resulting
gains and losses are reflected in accumulated other comprehensive income as a
separate component of equity.

STOCK-BASED COMPENSATION

    Prior to the Tyco acquisition, stock option plans were accounted for in
accordance with Accounting Principles Board Opinion 25, "Accounting for Stock
Issued to Employees" ("APB 25"). In accordance with APB 25, no compensation
expense is recognized for stock options issued. Compensation expense associated
with restricted stock awards is recognized over the associated vesting periods.

FOREIGN CURRENCY TRANSLATION

    Tyco Capital has operations in Canada, Europe and other countries outside
the United States. The functional currency for these foreign operations is the
local currency. The value of the assets and liabilities of these operations is
translated into U.S. dollars at the rate of exchange in effect at the balance
sheet date. Revenue and expense items are translated at the average exchange
rates effective during the year. The resulting foreign currency translation
gains and losses, as well as offsetting gains and losses on hedges of net
investments in foreign operations, are reflected in accumulated other
comprehensive (loss) income.

INCOME TAXES

    Deferred tax liabilities and assets are recognized for the expected future
tax consequences of events that have been reflected in the Consolidated
Financial Statements. Deferred tax liabilities and

                                       42
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
assets are determined based on the differences between the book values and the
tax basis of particular assets and liabilities, using tax rates in effect for
the years in which the differences are expected to reverse. A valuation
allowance is provided to offset any net deferred tax assets if, based upon the
available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized.

CONSOLIDATED STATEMENTS OF CASH FLOWS

    Cash and cash equivalents includes cash and interest-bearing deposits, which
generally represent overnight money market investments of excess cash borrowed
in the commercial paper market and maintained for liquidity purposes. Cash
inflows and outflows from commercial paper borrowings and most factoring
receivables are presented on a net basis in the Statements of Cash Flows, as
their original term is generally less than 90 days.

OTHER COMPREHENSIVE INCOME

    Other comprehensive income includes unrealized gains on securitization
retained interests, foreign currency translation adjustments pertaining to both
the net investment in foreign operations and the related derivatives designated
as hedges of such investments and commencing January 1, 2001, the changes in
fair values of derivative instruments designated as hedges of future cash flows.

USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make extensive use of estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of income and expenses during the reporting period. Actual results could differ
from those estimates.

ACCOUNTING PRONOUNCEMENTS

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. In addition, companies are required to
review goodwill and intangible assets reported in connection with prior
acquisitions, possibly disaggregate and report separately previously identified
intangible assets and possibly reclassify certain intangible assets into
goodwill. SFAS No. 142 establishes new guidelines for accounting for goodwill
and other intangible assets. Tyco Capital implemented the provisions of SFAS
No. 142 on October 1, 2001. Since adoption, existing goodwill is no longer
amortized but instead will be assessed for impairment at least annually. Tyco
Capital is currently determining the impact of adopting this standard under the
transition provisions of SFAS No. 142. Goodwill amortization expense for the
nine months ended September 30, 2001 was $97.6 million.

    In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. This statement is effective for fiscal years beginning
after June 15, 2002. Tyco Capital is currently assessing the impact of this new
standard.

                                       43
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after
December 15, 2001. The provisions of this statement provide a single accounting
model for impairment of long-lived assets. Tyco Capital is currently assessing
the impact of this new standard.

NOTE 2--ACQUISITION BY TYCO INTERNATIONAL LTD.

    The purchase price paid by Tyco for Tyco Capital plus related purchase
accounting adjustments was valued at approximately $9.5 billion and is presented
as "Parent company investment" as of June 1, 2001 in the Consolidated Statements
of Shareholder's Equity. The $9.5 billion value consisted of the following: the
issuance of approximately 133.0 million Tyco common shares valued at
$6,650.5 million on June 1, 2001 in exchange for approximately 73% of the
outstanding CIT common stock (including exchangeable shares of CIT Exchangeco,
Inc.); the payment of $2,486.4 million in cash to Dai-Ichi Kangyo Bank, Limited
("DKB") on June 1, 2001 for approximately 27% of the outstanding CIT common
stock; options for Tyco common shares valued at $318.6 million issued in
exchange for CIT stock options; and $29.2 million in acquisition-related costs
incurred by Tyco. In addition, $22.3 million in acquisition-related costs
incurred by Tyco were paid and have been reflected in Tyco Capital's equity as
an additional capital contribution. The purchase of the CIT common stock held by
DKB, which was contingent upon the satisfication of the conditions of the
merger, took place immediately prior to the closing of the merger on June 1,
2001.

    Tyco Capital recorded acquired assets and liabilities at their estimated
fair value. Approximately, $4.7 billion of goodwill and other intangible assets
were recorded, which represents the excess of the transaction purchase price
over the fair value of net assets acquired and purchase accounting liabilities
established which result in additional liabilities. Fair value estimates are
subject to future adjustment when appraisals or other valuation data are
obtained or when restructuring plans are committed to or finalized. Such
liabilities would be recorded as additional purchase accounting adjustments.

    In conjunction with the Tyco acquisition, work force reduction and exit
plans were formulated. As of September 30, 2001, 671 employees have been
terminated, or have been identified for and notified of early termination. In
all cases, the benefit arrangements have been announced to these employees.

    The following table summarizes purchase accounting liabilities recorded in
connection with the Tyco acquisition ($ in millions).

<Table>
<Caption>
                                                 SEVERANCE             OTHER         TOTAL
                                            --------------------   --------------   --------
                                            NUMBER OF
                                            EMPLOYEES   RESERVE       RESERVE       RESERVE
                                            ---------   --------   --------------   --------
<S>                                         <C>         <C>        <C>              <C>
Reserves established......................     671       $ 45.8        $ 55.9        $101.7
Fiscal 2001 utilization...................    (408)       (20.2)        (51.5)        (71.7)
                                              ----       ------        ------        ------
Ending balance at September 30, 2001......     263       $ 25.6        $  4.4        $ 30.0
                                              ====       ======        ======        ======
</Table>

    The severance reserve established was primarily related to corporate
administrative personnel in North America. The other reserve established of
$55.9 million consists primarily of acquisition-related costs incurred by Tyco.
Remaining reserves, not included in the previous table, from acquisitions in
prior periods totaled $3.0 million at September 30, 2001.

    In addition to the purchase accounting liabilities discussed above, the
Company recorded non-recurring acquisition-related transaction costs of
$54.0 million for costs incurred by Tyco Capital Corporation prior to and in
connection with its acquisition by Tyco.

                                       44
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3--CHANGE IN FISCAL YEAR

    Effective September 30, 2001, we changed our fiscal year end from
December 31 to September 30 in order to conform to Tyco's fiscal year end. As a
result, the Consolidated Statements of Income, Statements of Shareholder's
Equity and Statements of Cash Flows are presented for the successor and
predecessor four and five-month periods for the nine months ended September 30,
2001 and each of the two years in the period ended December 31, 2000. The
following unaudited financial information is presented to provide comparative
results for the nine months ended September 30, 2001 and 2000 ($ in millions).

<Table>
<Caption>
                                                                     (UNAUDITED)
                                                                  NINE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                              --------------------------
                                                                 2001          2000
                                                              ----------   -------------
                                                              (COMBINED)   (PREDECESSOR)
<S>                                                           <C>          <C>
FINANCE INCOME..............................................   $3,975.3       $3,857.2
Interest expense............................................    1,619.8        1,845.5
                                                               --------       --------
Net finance income..........................................    2,355.5        2,011.7
Depreciation on operating lease equipment...................    1,036.7          932.9
                                                               --------       --------
Net finance margin..........................................    1,318.8        1,078.8
Other revenue(1)............................................      572.6          694.7
                                                               --------       --------
OPERATING REVENUE...........................................    1,891.4        1,773.5
                                                               --------       --------
Salaries and general operating expenses.....................      784.9          775.9
Provision for credit losses(1)..............................      332.5          191.4
Goodwill amortization.......................................       97.6           63.8
Acquisition-related costs(1)................................       54.0             --
                                                               --------       --------
OPERATING EXPENSES..........................................    1,269.0        1,031.1
                                                               --------       --------
Income before provision for income taxes....................      622.4          742.4
Provision for income taxes..................................     (280.1)        (281.9)
Minority interest in subsidiary trust holding solely solely
  debentures of the Company, after tax......................       (8.5)          (9.0)
                                                               --------       --------
Net income..................................................   $  333.8       $  451.5
                                                               ========       ========
</Table>

------------------------------

(1)  Non-recurring charges recorded during the nine months ended September 30,
     2001 were $221.6 million ($158.0 million after-tax) consisting of the
    following: provision for credit losses of $89.5 million for certain
    non-strategic and under-performing equipment leasing and loan portfolios of
    which the Company expects to dispose; write-downs of $78.1 million for
    certain equity investments in the telecommunications industry and e-commerce
    markets of which the Company expects to dispose; and acquisition-related
    costs of $54.0 million.

                                       45
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--FINANCE RECEIVABLES

    The following table presents the breakdown of finance receivables by loans
and lease receivables ($ in millions).

<Table>
<Caption>
                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                  2001            2000
                                                              -------------   -------------
                                                               (SUCCESSOR)    (PREDECESSOR)
<S>                                                           <C>             <C>
Loans.......................................................    $23,394.9        $22,920.4
Leases......................................................      7,396.4         10,577.1
                                                                ---------        ---------
  Finance receivables.......................................    $30,791.3        $33,497.5
                                                                =========        =========
</Table>

    Included in lease receivables at September 30, 2001 and December 31, 2000
are leveraged lease receivables of $1.0 billion and $1.1 billion, respectively.
Leveraged lease receivables exclude the portion funded by third party
non-recourse debt payable of $2.4 billion at September 30, 2001 and
$2.1 billion at December 31, 2000.

    At September 30, 2001 and December 31, 2000, finance receivables exclude
$10.1 billion and $11.1 billion, respectively, of finance receivables previously
securitized and still managed by Tyco Capital.

    The following table sets forth the contractual maturities of finance
receivables ($ in millions).

<Table>
<Caption>
                                                 AT SEPTEMBER 30,           AT DECEMBER 31,
                                                       2001                       2000
                                               --------------------       --------------------
                                                AMOUNT     PERCENT         AMOUNT     PERCENT
                                               ---------   --------       ---------   --------
                                                   (SUCCESSOR)               (PREDECESSOR)
<S>                                            <C>         <C>            <C>         <C>
Due within one year..........................  $13,801.1     44.8%        $14,185.7     42.3%
Due within one to two years..................    4,925.4     16.0           5,450.6     16.3
Due within two to four years.................    4,291.2     13.9           5,774.6     17.2
Due after four years.........................    7,773.6     25.3           8,086.6     24.2
                                               ---------    -----         ---------    -----
  Total......................................  $30,791.3    100.0%        $33,497.5    100.0%
                                               =========    =====         =========    =====
</Table>

    Non-performing assets reflect both finance receivables on non-accrual status
(primarily loans that are ninety days or more delinquent) and assets received in
satisfaction of loans (repossessed assets). The following table sets forth the
information regarding total non-performing assets ($ in millions):

<Table>
<Caption>
                                                         AT SEPTEMBER 30,   AT DECEMBER 31,
                                                               2001              2000
                                                         ----------------   ---------------
                                                           (SUCCESSOR)       (PREDECESSOR)
<S>                                                      <C>                <C>
Non-accrual finance receivables........................       $822.4            $704.2
Assets received in satisfaction of loans...............        106.9             123.9
                                                              ------            ------
  Total non-performing assets..........................       $929.3            $828.1
                                                              ======            ======

Percentage of finance receivables......................         3.02%             2.47%
                                                              ======            ======
</Table>

    At September 30, 2001 and December 31, 2000, the recorded investment in
impaired loans totaled $555.3 million and $326.6 million, respectively, with
corresponding specific reserve for credit loss allocations of $122.3 million and
$59.9 million, respectively, included in the reserve for credit loss. The

                                       46
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4--FINANCE RECEIVABLES (CONTINUED)
average monthly recorded investment in impaired loans was $409.8 million,
$256.6 million and $116.9 million for the nine months ended September 30, 2001
and the years ended December 31, 2000 and 1999, respectively. After being
classified as impaired, there was no finance income recognized on these loans
during the nine months ended September 30, 2001 and the years ended
December 31, 2000 and 1999. The amount of finance income that would have been
recorded under contractual terms for impaired loans would have been
$46.1 million, $38.1 million, and $26.9 million for the nine months ended
September 30, 2001 and for the years ended December 2000 and 1999, respectively.

NOTE 5--RESERVE FOR CREDIT LOSSES

    The following table presents changes in the reserve for credit losses ($ in
millions).

<Table>
<Caption>
                                                            FOR THE PERIOD ENDED
                                                     -----------------------------------
                                                     SEPTEMBER 30,      DECEMBER 31,
                                                         2001          2000       1999
                                                     -------------   --------   --------
                                                      (COMBINED)        (PREDECESSOR)
<S>                                                  <C>             <C>        <C>
Balance, beginning of period.......................     $468.5        $446.9     $263.7
                                                        ------        ------     ------

Provision for credit losses........................      243.0         255.2      110.3
Non-recurring impairment of portfolio assets(1)....       89.5            --         --
Reserves relating to dispositions, acquisitions,
  other............................................      (37.5)          2.0      167.9
                                                        ------        ------     ------
  Additions to the reserve for credit losses.......      295.0         257.2      278.2
                                                        ------        ------     ------

Finance receivables charged-off....................     (309.2)       (255.8)    (111.1)
Recoveries on finance receivables previously
  charged-off......................................       17.4          20.2       16.1
                                                        ------        ------     ------
  Net credit losses................................     (291.8)       (235.6)     (95.0)
                                                        ------        ------     ------
Balance, end of period.............................     $471.7        $468.5     $446.9
                                                        ======        ======     ======
Reserve for credit losses as a percentage of
  finance receivables..............................       1.53%         1.40%      1.44%
                                                        ======        ======     ======
</Table>

------------------------

(1)  Non-recurring impairment of portfolio assets of $89.5 million relates to
     the impairment of certain non-strategic and under-performing equipment
     leasing and loan portfolios, primarily related to telecommunications.

                                       47
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--OPERATING LEASE EQUIPMENT

    The following table provides an analysis of the net book value of operating
lease equipment by equipment type at September 30, 2001 and December 31, 2000 ($
in millions).

<Table>
<Caption>
                                                         AT SEPTEMBER 30,   AT DECEMBER 31,
                                                               2001              2000
                                                         ----------------   ---------------
                                                           (SUCCESSOR)       (PREDECESSOR)
<S>                                                      <C>                <C>
Commercial aircraft....................................      $1,903.3          $1,885.5
Railcars and locomotives...............................       1,232.0           1,697.1
Communications.........................................         758.5             560.4
Information technology.................................         419.5           1,155.4
Business aircraft......................................         359.6             364.0
Manufacturing..........................................         315.7             305.6
Other..................................................         661.3           1,222.6
                                                             --------          --------
  Total................................................      $5,649.9          $7,190.6
                                                             ========          ========
</Table>

    Included in the preceding table is equipment not currently subject to lease
agreements of $247.2 million and $351.0 million at September 30, 2001 and
December 31, 2000, respectively.

    Rental income on operating leases, which is included in finance income,
totaled $1.3 billion for the nine months ended September 30, 2001, $1.7 billion
for the year ended December 31, 2000, and $617.8 million for the year ended
December 31, 1999. The following table presents future minimum lease rentals on
non-cancelable operating leases as of September 30, 2001. Excluded from this
table are variable rentals calculated on the level of asset usage, re-leasing
rentals, and expected sales proceeds from remarketing operating lease equipment
at lease expiration, all of which are components of operating lease
profitability ($ in millions).

<Table>
<Caption>
YEARS ENDED SEPTEMBER 30,                                    AMOUNT
-------------------------                                   --------
<S>                                                         <C>
2002......................................................  $1,116.8
2003......................................................     719.6
2004......................................................     397.3
2005......................................................     224.5
2006......................................................     144.5
Thereafter................................................     354.6
                                                            --------
  Total...................................................  $2,957.3
                                                            ========
</Table>

                                       48
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--CONCENTRATIONS

    The following table summarizes the geographic and industry compositions of
financing and leasing portfolio assets at September 30, 2001 and December 31,
2000 ($ in millions):

<Table>
<Caption>
                                              AT SEPTEMBER 30, 2001       AT DECEMBER 31, 2000
                                              ----------------------      --------------------
                                                AMOUNT      PERCENT        AMOUNT     PERCENT
                                              ----------   ---------      ---------   --------
                                                   (SUCCESSOR)               (PREDECESSOR)
<S>                                           <C>          <C>            <C>         <C>
North America:
  Northeast.................................  $ 9,117.9       23.5%       $ 9,099.3     20.8%
  West......................................    7,561.7       19.4          8,336.9     19.0
  Midwest...................................    6,957.3       17.9          7,723.1     17.6
  Southeast.................................    5,505.5       14.2          6,228.6     14.2
  Southwest.................................    4,708.1       12.1          4,940.3     11.4
  Canada....................................    1,952.4        5.0          2,357.4      5.4
                                              ---------      -----        ---------    -----
Total North America.........................   35,802.9       92.1         38,685.6     88.4
Other foreign...............................    3,085.3        7.9          5,099.0     11.6
                                              ---------      -----        ---------    -----
  Total.....................................  $38,888.2      100.0%       $43,784.6    100.0%
                                              =========      =====        =========    =====
</Table>

<Table>
<Caption>
                                               AT SEPTEMBER 30, 2001    AT DECEMBER 31, 2000
                                               ----------------------   --------------------
                                                 AMOUNT      PERCENT     AMOUNT     PERCENT
                                               ----------   ---------   ---------   --------
                                                    (SUCCESSOR)            (PREDECESSOR)
<S>                                            <C>          <C>         <C>         <C>
Manufacturing(1) (no industry greater than
  3.6%)......................................  $ 8,099.0       20.8%    $ 8,787.2     20.1%
Retail(2)....................................    4,928.1       12.7       4,211.3      9.6
Commercial airlines..........................    3,296.6        8.5       3,557.2      8.1
Home mortgage................................    2,760.2        7.1       2,451.7      5.6
Transportation(3)............................    2,643.2        6.8       3,431.0      7.8
Construction equipment.......................    2,259.9        5.8       2,697.8      6.2
Services.....................................    1,577.6        4.1       1,987.1      4.5
Wholesaling..................................    1,366.6        3.5       1,445.0      3.3
Communications...............................    1,309.5        3.4       1,496.7      3.4
Other (no industry greater than 2.6%)........   10,647.5       27.3      13,719.6     31.4
                                               ---------      -----     ---------    -----
  Total......................................  $38,888.2      100.0%    $43,784.6    100.0%
                                               =========      =====     =========    =====
</Table>

------------------------------

(1)  Includes manufacturers of textiles and apparel, industrial machinery and
     equipment, electrical and electronic equipment and other industries.

(2)  Includes retailers of apparel (5.2%) and general merchandise (3.4%).

(3)  Includes rail, bus, over-the-road trucking industries and business
     aircraft.

NOTE 8--INVESTMENTS IN EQUITY SECURITIES

   Investments in equity securities designated as available for sale totaled
$972.6 million and $849.7 million at September 30, 2001 and December 31, 2000,
respectively, and are included in other assets in the Consolidated Balance
Sheet.

    Included in Tyco Capital's investments in equity securities are retained
interests in commercial securitized assets of $843.6 million and consumer
securitized assets of $126.5 million at September 30, 2001 and commercial
securitized assets of $684.5 million and consumer securitized assets of

                                       49
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--INVESTMENTS IN EQUITY SECURITIES (CONTINUED)
$155.9 million at December 31, 2000. Retained interests include interest-only
strips, retained subordinated securities, and cash reserve accounts related to
securitizations. The carrying value of the retained interests in securitized
assets is reviewed quarterly for valuation impairment.

    The securitization programs cover a wide range of products and collateral
types with significantly different prepayment and credit risk characteristics.
The prepayment speed, in the tables below, is based on Constant Prepayment Rate
("CPR") which expresses payments as a function of the declining amount of loans
at a compound annual rate. Expected credit losses are based upon annual loss
rates.

    The key economic assumptions used in measuring the retained interests at the
date of securitization for transactions completed during 2001 were as follows:

<Table>
<Caption>
                                                                  COMMERCIAL
                                                                   EQUIPMENT
                                                              -------------------
<S>                                                           <C>
Prepayment speed............................................         6.98%--56.74%
Expected credit losses......................................         0.00%--11.08%
Weighted average discount rate..............................         7.94%--16.00%
Weighted average life (in years)............................         0.90 -- 2.61
</Table>

    Ranges of key economic assumptions used in calculating the fair value of the
retained interests in securitized assets by product type at September 30, 2001
were as follows:

<Table>
<Caption>
                                                                               CONSUMER
                                                             ---------------------------------------------
                                                                 MANUFACTURED
                                        COMMERCIAL              HOUSING & HOME           RECREATIONAL
                                         EQUIPMENT                  EQUITY              VEHICLE & BOAT
                                    -------------------      ---------------------   ---------------------
<S>                                 <C>                      <C>                     <C>
Prepayment speed..................         6.00%--59.38%        15.60%--25.40%          21.50%--21.50%
Expected credit losses............         0.00%-- 8.08%         0.24%-- 2.77%           0.00%-- 1.51%
Weighted average discount rate....         9.00%--16.00%        13.00%--15.00%          14.00%--15.00%
Weighted average life (in
  years)..........................         0.22 -- 1.98          1.88 -- 3.79            0.16 -- 2.76
</Table>

    The impact of 10 percent and 20 percent adverse changes to the key economic
assumptions on the fair value of retained interests as of September 30, 2001 is
shown in the following tables ($ in millions).

<Table>
<Caption>
                                                                         CONSUMER
                                                              -------------------------------
                                                               MANUFACTURED
                                              COMMERCIAL      HOUSING & HOME    RECREATIONAL
                                              EQUIPMENT           EQUITY       VEHICLE & BOAT
                                              ----------      --------------   --------------
<S>                                           <C>             <C>              <C>
Prepayment speed:
  10 percent adverse change.................    $ (3.2)           $(0.9)            $(2.5)
  20 percent adverse change.................      (5.8)            (1.8)             (4.9)
Expected credit losses:
  10 percent adverse change.................     (25.0)            (0.2)             (2.2)
  20 percent adverse change.................     (50.0)            (0.4)             (4.5)
Weighted average discount rate:
  10 percent adverse change.................     (13.4)            (0.8)             (2.5)
  20 percent adverse change.................     (26.5)            (1.5)             (4.8)
</Table>

                                       50
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--INVESTMENTS IN EQUITY SECURITIES (CONTINUED)
    These sensitivities are hypothetical and should be used with caution.
Changes in fair value based on a 10 percent variation in assumptions generally
cannot be extrapolated because the relationship of the change in assumptions to
the change in fair value may not be linear. Also, in this table, the effect of a
variation in a particular assumption on the fair value of the retained interest
is calculated without changing any other assumption. In reality, changes in one
factor may result in changes in another (for example, increases in market
interest rates may result in lower prepayments and increased credit losses),
which might magnify or counteract the sensitivities.

    The following tables summarize static pool credit losses, which represent
the sum of actual losses (life to date) and projected future credit losses,
divided by the original balance of each pool of the respective assets. Amounts
shown for each year are a weighted average for the securitizations during the
period.

<Table>
<Caption>
                                                        COMMERCIAL EQUIPMENT SECURITIZATIONS
                                                                       DURING
                                                    --------------------------------------------
                                                       2001              2000             1999
                                                    ----------         --------         --------
                                                    (COMBINED)               (PREDECESSOR)
<S>                                                 <C>                <C>              <C>
Actual and projected losses at:
  September 30, 2001.......................            1.92%             3.43%            5.46%
  December 31, 2000........................           --                 1.83%            3.92%
  December 31, 1999........................           --                 --               4.59%
</Table>

<Table>
<Caption>
                                                           RECREATIONAL VEHICLE AND BOAT
                                                               SECURITIZATIONS DURING
                                                    --------------------------------------------
                                                       2001              2000             1999
                                                    ----------         --------         --------
                                                    (COMBINED)               (PREDECESSOR)
<S>                                                 <C>                <C>              <C>
Actual and projected losses at:
  September 30, 2001.......................           --                 --               2.60%
  December 31, 2000........................           --                 --               2.32%
  December 31, 1999........................           --                 --               2.25%
</Table>

    The table that follows summarizes certain cash flows received from and paid
to securitization trusts for the nine months ended September 30, 2001 ($ in
millions).

<Table>
<Caption>
COMBINED NINE MONTHS ENDED SEPTEMBER 30, 2001                      AMOUNT
---------------------------------------------                     --------
<S>                                                               <C>
Proceeds from new securitizations...........................      $3,354.5
Other cash flows received on retained interests.............         178.3
Servicing fees received.....................................          50.8
Repurchases of delinquent or foreclosed assets and
  ineligible contracts......................................         (95.3)
Purchases of contracts through clean up calls...............         (72.7)
Reimbursable servicing advances, net........................          (9.1)
                                                                  --------
  Total, net................................................      $3,406.5
                                                                  ========
</Table>

                                       51
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--INVESTMENTS IN EQUITY SECURITIES (CONTINUED)

    Charge-offs (excluding non-recurring charge-offs) for the nine months ended
September 30, 2001 and receivables past due 60 days or more at September 30,
2001 are set forth below, for both finance receivables and managed receivables.
In addition to finance receivables, managed receivables include finance
receivables previously securitized and still managed by us, but exclude
operating leases and equity investments ($ in millions).

<Table>
<Caption>
                                             CHARGE-OFFS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                            -----------------------------------------------------------
                                               FINANCE RECEIVABLES               MANAGED RECEIVABLES
                                            -------------------------         -------------------------
                                             AMOUNT          PERCENT           AMOUNT          PERCENT
                                            --------         --------         --------         --------
                                                   (COMBINED)                        (COMBINED)
<S>                                         <C>              <C>              <C>              <C>
Commercial............................      $  168.5           0.78%          $  276.6           0.84%
Consumer..............................          43.8           1.56%              67.0           1.33%
                                            --------                          --------
  Total(1)............................      $  212.3           0.87%          $  343.6           0.90%
                                            ========                          ========
</Table>

<Table>
<Caption>
                                                  PAST DUE 60 DAYS OR MORE AT SEPTEMBER 30, 2001
                                            -----------------------------------------------------------
                                               FINANCE RECEIVABLES               MANAGED RECEIVABLES
                                            -------------------------         -------------------------
                                             AMOUNT          PERCENT           AMOUNT          PERCENT
                                            --------         --------         --------         --------
                                                   (SUCCESSOR)                       (SUCCESSOR)
<S>                                         <C>              <C>              <C>              <C>
Commercial............................      $  844.7           3.05%          $1,315.6           3.61%
Consumer..............................         188.2           6.12%             253.1           4.35%
                                            --------                          --------
  Total...............................      $1,032.9           3.35%          $1,568.7           3.72%
                                            ========                          ========
</Table>

------------------------------

(1)  Including non-recurring items, the charge-offs for the nine months ended
     September 30, 2001 were $291.8 million, or 1.20% of finance receivables and
    $423.2 million, or 1.12% of managed receivables.

NOTE 9--DEBT

   The following table presents data on commercial paper borrowings ($ in
millions).

<Table>
<Caption>
                                                                      AT DECEMBER 31,
                                        AT SEPTEMBER 30,         -------------------------
                                              2001                 2000            1999
                                        ----------------         ---------       ---------
                                          (SUCCESSOR)                  (PREDECESSOR)
<S>                                     <C>                      <C>             <C>
Borrowings outstanding................     $ 8,621.5             $ 9,063.5       $ 8,974.0
Weighted average interest rate........         3.33%                 6.57%           5.71%
Weighted average maturity.............       31 days               37 days         27 days
</Table>

<Table>
<Caption>
                                                                        FOR THE YEARS ENDED
                                        FOR THE NINE MONTHS                DECEMBER 31,
                                        ENDED SEPTEMBER 30,          -------------------------
                                                2001                   2000            1999
                                        --------------------         ---------       ---------
                                             (COMBINED)                    (PREDECESSOR)
<S>                                     <C>                          <C>             <C>
Daily average borrowings..............       $10,142.5               $10,565.1       $ 6,694.5
Maximum amount outstanding............       $11,726.4               $12,868.2       $ 9,295.0
Weighted average interest rate........           4.67%                   6.23%           5.17%
</Table>

                                       52
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--DEBT (CONTINUED)
    The following tables present fiscal year contractual maturities of total
debt at September 30, 2001 and calendar year contractual maturities at
December 31, 2000 ($ in millions).

<Table>
<Caption>
                                               AT SEPTEMBER 30, 2001
                                       --------------------------------------
                                       COMMERCIAL   VARIABLE-RATE               AT DECEMBER 31,
                                         PAPER      SENIOR NOTES      TOTAL          2000
                                       ----------   -------------   ---------   ---------------
                                              (SUCCESSOR)                        (PREDECESSOR)
<S>                                    <C>          <C>             <C>         <C>
Due in 2001 (rates ranging from 5.90%
  to 6.97%)..........................   $     --      $     --      $      --      $15,819.0
Due in 2002 (rates ranging from 2.70%
  to 5.54%)..........................    8,621.5       5,725.0       14,346.5        4,355.0
Due in 2003 (rates ranging from 3.50%
  to 4.27%)..........................         --       3,889.6        3,889.6           20.0
                                        --------      --------      ---------      ---------
  Total..............................   $8,621.5      $9,614.6      $18,236.1      $20,194.0
                                        ========      ========      =========      =========
</Table>

    The consolidated weighted average interest rates on variable-rate senior
notes at September 30, 2001 and December 31, 2000 were 3.49% and 6.76%,
respectively.

<Table>
<Caption>
                                             AT SEPTEMBER 30, 2001
                                     -------------------------------------
                                         FIXED-RATE NOTES
                                     -------------------------               AT DECEMBER 31,
                                       SENIOR     SUBORDINATED     TOTAL          2000
                                     ----------   ------------   ---------   ---------------
                                            (SUCCESSOR)                       (PREDECESSOR)
<S>                                  <C>          <C>            <C>         <C>
Due in 2001 (rates ranging from
  5.50% to 9.25%)..................  $       --      $    --     $      --      $ 4,682.3
Due in 2002 (rates ranging from
  5.50% to 8.26%)..................     2,356.4        100.0       2,456.4        3,028.4
Due in 2003 (rates ranging from
  4.90% to 8.26%)..................     2,873.8           --       2,873.8        3,851.5
Due in 2004 (rates ranging from
  4.41% to 8.26%)..................     4,379.8           --       4,379.8        1,752.3
Due in 2005 (rates ranging from
  5.50% to 8.26%)..................     4,580.5           --       4,580.5        2,890.6
Due after 2005 (rates ranging from
  3.25% to 8.25%)..................     2,875.0           --       2,875.0        1,566.0
                                     ----------      -------     ---------      ---------
  Total............................  $ 17,065.5      $ 100.0     $17,165.5      $17,771.1
                                     ==========      =======     =========      =========
</Table>

    Fixed-rate senior and subordinated debt outstanding at September 30, 2001
mature at various dates through 2028, with interest rates ranging from 3.25% to
8.26%. The consolidated weighted-average interest rates on fixed-rate senior and
subordinated debt at September 30, 2001 and December 31, 2000 were 6.72% and
6.83%, respectively. At September 30, 2001 and December 31, 2000,
foreign-denominated debt (stated in U.S. dollars), which was all fixed-rate
debt, totaled $1,306.1 million and $711.9 million, respectively.

    At September 30, 2001, there remained $15.2 billion of registered, but
unissued debt securities under a shelf registration statement.

                                       53
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--DEBT (CONTINUED)
    The following table represents information on unsecured committed lines of
credit with 47 banks that can be drawn upon to support commercial paper
borrowings at September 30, 2001 ($ in millions).

<Table>
<Caption>
MATURITY                                                       AMOUNT
--------                                                      --------
<S>                                                           <C>
March 2002..................................................  $4,038.0
April 2003..................................................     765.0
March 2005..................................................   3,720.0
                                                              --------
Total credit lines..........................................  $8,523.0
                                                              ========
</Table>

    The credit line agreements contain clauses that permit extensions beyond the
expiration dates upon written consent from the participating banks.

    Certain foreign operations utilize local financial institutions to fund
operations. At September 30, 2001, local credit facilities totaled
$252.4 million, of which $133.8 million was undrawn and available.

NOTE 10--DERIVATIVE FINANCIAL INSTRUMENTS

    As part of managing the exposure to changes in market interest rates, Tyco
Capital, as an end-user, enters into various interest rate swap transactions,
all of which are transacted in over-the-counter markets, with other financial
institutions acting as principal counterparties. Tyco Capital uses derivatives
for hedging purposes only, and does not enter into derivative financial
instruments for trading or speculative purposes. To ensure both appropriate use
as a hedge and hedge accounting treatment, derivatives entered into are
designated according to a hedge objective against a specific liability,
including commercial paper, or a specifically underwritten debt issue. The
notional amounts, rates, indices and maturities of Tyco Capital's derivatives
are required to closely match the related terms of Tyco Capital's hedged
liabilities. Tyco Capital exchanges variable-rate interest on certain debt
instruments for fixed-rate amounts. These interest rate swaps are designated as
cash flow hedges. Tyco Capital also exchanges fixed-rate interest on certain of
its debt for variable-rate. These interest rate swaps are designated as fair
value hedges.

    Tyco Capital uses foreign exchange forward contracts or cross-currency swaps
to convert U.S. dollar borrowings into local currency to the extent that local
borrowings are not cost effective or available. Tyco Capital also uses foreign
exchange forward contracts to hedge its net investment in foreign operations.

                                       54
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
    The following table presents the notional principal amounts of interest rate
swaps by class and the corresponding hedged liability position at September 30,
2001.

<Table>
<Caption>
                                       NOTIONAL AMOUNT
         INTEREST RATE SWAPS             IN MILLIONS                    COMMENTS
         -------------------           ---------------                  --------
<S>                                    <C>               <C>
Floating to fixed-rate swaps               $5,559.5      Effectively converts the interest rate
                                                         on an equivalent amount of commercial
                                                         paper and variable-rate notes to a
                                                         fixed rate.

Fixed to floating-rate swaps                1,220.7      Effectively converts the interest rate
                                                         on an equivalent amount of fixed-rate
                                                         notes to a variable rate.
                                           --------
Total interest rate swaps                  $6,780.2
                                           ========
</Table>

    The components of the adjustment to Accumulated Other Comprehensive Loss for
derivatives qualifying as hedges of future cash flows at January 1, 2001 and the
balance outstanding as of June 1, 2001 and September 30, 2001 are presented in
the following table ($ in millions).

<Table>
<Caption>
                                            ADJUSTMENT OF
                                            FAIR VALUE OF   INCOME TAX   TOTAL UNREALIZED
                                             DERIVATIVES     EFFECTS        LOSS (GAIN)
                                            -------------   ----------   -----------------
<S>                                         <C>             <C>          <C>
Balance at January 1, 2001
  (predecessor)...........................     $236.2         $(89.7)         $146.5
Changes in values of derivatives
  qualifying as cash flow hedges..........       (1.0)           0.4            (0.6)
                                               ------         ------          ------
Balance at June 1, 2001 (predecessor).....      235.2          (89.3)          145.9
Effect of push-down accounting............     (235.2)          89.3          (145.9)
                                               ------         ------          ------
Balance at June 1, 2001 (successor).......         --             --              --
Changes in values of derivatives
  qualifying as cash flow hedges..........      102.3          (38.9)           63.4
                                               ------         ------          ------
Balance at September 30, 2001
  (successor).............................     $102.3         $(38.9)         $ 63.4
                                               ======         ======          ======
</Table>

    Assuming no change in interest rates, $13.5 million is expected to be
reclassified to earnings in fiscal 2002 as contractual cash payments are made.
For the nine months ended September 30, 2001, the ineffective portion of changes
in the fair value of cash flow hedges amounted to $3.4 million and has been
recorded as a reduction to interest expense.

    Tyco Capital had cross-currency swaps with a notional principal amount of
$1.6 billion at September 30, 2001. The swaps hedge foreign currency and
interest rate risk and have maturities ranging from fiscal 2002 to 2008 that
correspond with the terms of the hedged debt. Tyco Capital had foreign currency
exchange forward contracts with a notional principal amount of $573.5 million at
September 30, 2001, with maturities ranging from fiscal 2002 to 2003, to hedge
foreign currencies.

                                       55
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

    Tyco Capital is exposed to credit risk to the extent that the counterparty
fails to perform under the terms of a derivative instrument. This risk is
measured as the market value of interest rate swaps or foreign exchange forwards
with a positive fair value, which totaled $162.8 million at September 30, 2001,
reduced by the effects of master netting agreements as presented in
Note 20--"Fair Values of Financial Instruments." Tyco Capital manages this
credit risk by requiring that all derivative transactions be conducted with
counterparties rated investment grade by nationally recognized rating agencies,
with the majority of the counterparties rated "AA" or higher, and by setting
limits on the exposure with any individual counterparty. Accordingly,
counterparty credit risk at September 30, 2001 is not considered significant.

    The following table presents the maturity, notional principal amounts and
the weighted average interest rates expected to be received or paid, of U.S.
dollar interest rate swaps at September 30, 2001 ($ in millions).

<Table>
<Caption>
                                      FLOATING TO FIXED-RATE                     FIXED TO FLOATING-RATE
                              --------------------------------------       ----------------------------------
MATURITY                                        WEIGHTED AVERAGE                         WEIGHTED AVERAGE
--------                                     -----------------------                  -----------------------
YEARS ENDING                  NOTIONAL       RECEIVE          PAY          NOTIONAL   RECEIVE          PAY
SEPTEMBER 30,                  AMOUNT          RATE           RATE          AMOUNT      RATE           RATE
-------------                 --------       --------       --------       --------   --------       --------
<S>                           <C>            <C>            <C>            <C>        <C>            <C>
2002........................  $2,035.0         3.03%          6.35%        $   20.0     7.54%          3.47%
2003........................   1,590.5         3.09           6.52            429.4     6.87           3.40
2004........................     384.8         3.28           5.73            313.5     7.15           5.04
2005........................     215.1         2.92           5.23            257.8     6.92           4.79
2006........................     103.7         2.95           5.18               --       --             --
2007 - Thereafter...........     859.2         3.02           5.67            200.0     5.92           2.52
                              --------                                     --------
  Total.....................  $5,188.3         3.06           6.17         $1,220.7     6.81           3.97
                              ========                                     ========
</Table>

    In addition, at September 30, 2001, Tyco Capital had outstanding interest
rate swaps denominated in Canadian dollars. The Canadian dollar derivatives
included instruments with U.S. dollar equivalent notional principal amount of
$371.2 million that converted floating-rate debt to fixed-rate debt at weighted
average receive and pay rates of 4.09% and 6.21%, respectively. The contractual
maturities for the Canadian derivatives are predominantly between fiscal 2002
and 2005.

    All rates were those in effect at September 30, 2001. Variable rates are
based on the contractually determined rate or other market rate indices and may
change significantly, affecting future cash flows.

                                       56
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
    The following table presents the maturity, notional principal amounts of
foreign exchange forwards, cross currency swaps and bond forwards at
September 30, 2001 ($ in millions).

<Table>
<Caption>
                                                                 NOTIONAL AMOUNT
MATURITY                                                ---------------------------------
YEARS ENDED                                             FOREIGN EXCHANGE   CROSS-CURRENCY
SEPTEMBER 30,                                               FORWARDS           SWAPS
-------------                                           ----------------   --------------
<S>                                                     <C>                <C>
2002..................................................       $378.3           $   14.2
2003..................................................        195.2              111.2
2004..................................................           --               91.3
2005..................................................           --            1,364.0
2006..................................................           --               33.4
2007 - Thereafter.....................................           --                9.6
                                                             ------           --------
  Total...............................................       $573.5           $1,623.7
                                                             ======           ========
</Table>

    Tyco Capital adopted SFAS 133 on January 1, 2001. As a result, Tyco Capital
recorded a $146.5 million, net of tax, cumulative effect adjustment to
Accumulated Other Comprehensive Loss, for derivatives qualifying as hedges of
future cash flows in accordance with this accounting standard.

NOTE 11--PREFERRED CAPITAL SECURITIES

    In February 1997, CIT Capital Trust I (the "Trust"), a wholly-owned
subsidiary of Tyco Capital, issued in a private offering $250.0 million
liquidation value of 7.70% Preferred Capital Securities (the "Capital
Securities"), which were subsequently registered with the Securities and
Exchange Commission pursuant to an exchange offer. Each capital security was
recorded at the liquidation value of $1,000. The Trust subsequently invested the
offering proceeds in $250.0 million principal amount Junior Subordinated
Debentures (the "Debentures") of Tyco Capital, having identical rates and
payment dates. The Debentures of Tyco Capital represent the sole assets of the
Trust. Holders of the Capital Securities are entitled to receive cumulative
distributions at an annual rate of 7.70% through either the redemption date or
maturity of the Debentures (February 15, 2027). Both the Capital Securities
issued by the Trust and the Debentures of Tyco Capital owned by the Trust are
redeemable in whole or in part on or after February 15, 2007 or at any time in
whole upon changes in specific tax legislation, bank regulatory guidelines or
securities law at the option of Tyco Capital at their liquidation value or
principal amount. The securities are redeemable at a specified premium through
February 15, 2007, at which time the redemption price will be at par, plus
accrued interest. Distributions by the Trust are guaranteed by Tyco Capital to
the extent that the Trust has funds available for distribution. Tyco Capital
records distributions payable on the Capital Securities as an operating expense
in the Consolidated Statements of Income. The Capital Securities were valued at
$260.0 million on June 1, 2001, the date of acquisition by Parent.

NOTE 12--NON-RECURRING CHARGES

    Net income for the nine months ended September 30, 2001 included a
non-recurring charge of $221.6 million ($158.0 million after-tax) consisting of
the following: provision of $89.5 million for certain non-strategic and
under-performing equipment leasing and loan portfolios, primarily in the
telecommunications industry, of which the Company expects to dispose;
write-downs of $78.1 million for certain equity investments in the
telecommunications industry and e-commerce markets of which

                                       57
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--NON-RECURRING CHARGES (CONTINUED)
the Company expects to dispose; and acquisition-related transaction costs of
$54.0 million incurred by Tyco Capital Corporation prior to and in connection
with its acquisition by Tyco. The $78.1 million non-recurring write-down is
netted in other revenue in the Consolidated Statement of Income and the
impairment of portfolio assets $89.5 million are included in the provision for
credit losses. The impairment and valuation charges above relate to loans,
leases and investments that are being liquidated.

NOTE 13--OTHER REVENUE

    The following table sets forth the components of other revenue ($ in
millions).

<Table>
<Caption>
                                                                                   YEARS ENDED
                                                                                  DECEMBER 31,
                                        JUNE 2 THROUGH     JANUARY 1 THROUGH   -------------------
                                      SEPTEMBER 30, 2001     JUNE 1, 2001        2000       1999
                                      ------------------   -----------------   --------   --------
                                         (SUCCESSOR)         (PREDECESSOR)        (PREDECESSOR)
<S>                                   <C>                  <C>                 <C>        <C>
Fees and other income...............        $212.3              $174.9          $480.9     $161.0
Factoring commissions...............          50.7                61.2           154.7      118.7
Gains on securitizations............          59.0                38.7           109.5       14.7
Gains on sales of leasing
  equipment.........................          14.2                33.7           113.2       56.4
Gains (losses) on venture capital
  investments.......................          (1.1)                7.1            53.7         --
Non-recurring write-down of equity
  investments(1)....................            --               (78.1)             --         --
                                            ------              ------          ------     ------
  Total.............................        $335.1              $237.5          $912.0     $350.8
                                            ======              ======          ======     ======
</Table>

------------------------------

(1)  During the period January 1 through June 1, 2001, the Company recorded
     non-recurring write-downs of $78.1 million for certain equity investments
    in the telecommunications industry and e-commerce markets of which the
    Company expects to dispose.

NOTE 14--SALARIES AND GENERAL OPERATING EXPENSES

   The following table sets forth the components of salaries and general
operating expenses (excluding goodwill amortization) ($ in millions).

<Table>
<Caption>
                                                                                  YEARS ENDED
                                                                                 DECEMBER 31,
                                       JUNE 2 THROUGH     JANUARY 1 THROUGH   -------------------
                                     SEPTEMBER 30, 2001     JUNE 1, 2001        2000       1999
                                     ------------------   -----------------   --------   --------
                                        (SUCCESSOR)         (PREDECESSOR)        (PREDECESSOR)
<S>                                  <C>                  <C>                 <C>        <C>
Salaries and employee benefits.....        $204.7              $262.0         $  600.7    $309.4
Other operating expenses...........         134.2               184.0            434.5     206.6
                                           ------              ------         --------    ------
  Total............................        $338.9              $446.0         $1,035.2    $516.0
                                           ======              ======         ========    ======
</Table>

                                       58
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--INCOME TAXES

    The effective tax rate varied from the statutory federal corporate income
tax rate as follows.

<Table>
<Caption>
                                                          NINE MONTHS            YEARS ENDED
                                                             ENDED              DECEMBER 31,
                                                         SEPTEMBER 30,    -------------------------
                                                              2001          2000             1999
                                                         --------------   --------         --------
                                                           (COMBINED)           (PREDECESSOR)
                                                                PERCENTAGE OF PRETAX INCOME
<S>                                                      <C>              <C>              <C>
Federal income tax rate................................       35.0%         35.0%            35.0%
Increase (decrease) due to:
  Goodwill amortization................................        5.5           2.1              0.2
  Foreign income taxes.................................        1.8           2.0               --
  State and local income taxes, net of federal income
    tax benefit........................................        2.6           1.6              2.7
  Other................................................        0.1          (2.8)            (3.1)
                                                              ----          ----             ----
Effective tax rate.....................................       45.0%         37.9%            34.8%
                                                              ====          ====             ====
</Table>

    The provision for income taxes is comprised of the following ($ in
millions):

<Table>
<Caption>
                                                           NINE MONTHS         YEARS ENDED
                                                              ENDED           DECEMBER 31,
                                                          SEPTEMBER 30,    -------------------
                                                               2001          2000       1999
                                                          --------------   --------   --------
                                                            (COMBINED)        (PREDECESSOR)
<S>                                                       <C>              <C>        <C>
Current federal income tax provision....................      $   --        $ 31.9     $ 24.0
Deferred federal income tax provision...................       216.1         211.5      163.5
                                                              ------        ------     ------
  Total federal income taxes............................       216.1         243.4      187.5
Foreign income taxes....................................        47.5         113.2        3.0
State and local income taxes............................        16.5          24.6       24.4
                                                              ------        ------     ------
  Total provision for income taxes......................      $280.1        $381.2     $214.9
                                                              ======        ======     ======
</Table>

                                       59
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--INCOME TAXES (CONTINUED)
    The tax effects of temporary differences that give rise to significant
portions of the deferred federal and foreign income tax assets and liabilities
are presented below.

<Table>
<Caption>
                                                                         AT DECEMBER 31,
                                                   AT SEPTEMBER 30,   ---------------------
                                                         2001           2000        1999
                                                   ----------------   ---------   ---------
                                                     (SUCCESSOR)          (PREDECESSOR)
<S>                                                <C>                <C>         <C>
Assets:
  Accrued liabilities and reserves...............      $ 513.3        $   300.8   $   282.1
  Net operating loss carryforwards...............         89.8            216.0       153.8
  Alternative minimum tax........................           --             85.7        50.7
  Provision for credit losses....................         83.1             73.4        90.1
  Loan origination fees..........................         11.8             29.7        22.6
  Other..........................................        159.8             96.3        81.1
                                                       -------        ---------   ---------
    Total deferred tax assets....................        857.8            801.9       680.4
                                                       -------        ---------   ---------
Liabilities:
  Leasing transactions...........................       (508.9)        (1,006.6)     (932.7)
  Market discount income.........................       (245.8)          (388.9)     (226.6)
  Other..........................................           --            (51.6)      (29.7)
                                                       -------        ---------   ---------
    Total deferred tax liabilities...............       (754.7)        (1,447.1)   (1,189.0)
                                                       -------        ---------   ---------
Net deferred tax asset(liability)................      $ 103.1        $  (645.2)  $  (508.6)
                                                       =======        =========   =========
</Table>

    Included in the accrued liabilities and payables caption in the Consolidated
Balance Sheets are state and local deferred tax liabilities of $99.2 million and
$112.6 million at September 30, 2001 and December 31, 2000, respectively,
arising from the temporary differences shown in the above tables.

    At September 30, 2001 Tyco Capital had $228.4 million of net operating
losses available for tax purposes to offset future taxable income arising from
the reversal of deferred income tax liabilities. These net operating tax losses
arise principally from temporary differences relating to depreciation and
restructuring charges. Net operating losses pertaining to the Canadian
operations of $98.0 million expire at various dates through the year 2007. Net
operating losses pertaining to the U.S. operations of $130.4 million expire at
various dates through the year 2020.

                                       60
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--POSTRETIREMENT AND OTHER BENEFIT PLANS

RETIREMENT AND POSTRETIREMENT MEDICAL AND LIFE INSURANCE BENEFIT PLANS

    Certain employees of Tyco Capital who have completed one year of service and
are 21 years of age or older participate in The CIT Group Holdings, Inc.
Retirement Plan (the "Plan"). The retirement benefits under the Plan are based
on the employee's age, years of benefit service, and a percentage of qualifying
compensation during the final years of employment. Plan assets consist of
marketable securities, including common stock and government and corporate debt
securities. Tyco Capital funds the Plan to the extent it qualifies for an income
tax deduction. Such funding is charged to salaries and employee benefits
expense.

    Tyco Capital also provides certain health care and life insurance benefits
to eligible retired employees. Salaried participants generally become eligible
for retiree health care benefits after reaching age 55 with 10 years of benefit
service and 11 years of medical plan participation. Generally, the medical plans
pay a stated percentage of most medical expenses reduced by a deductible as well
as by payments made by government programs and other group coverage. The plans
are funded on a pay as you go basis.

    The following tables set forth the change in obligations, plan assets and
funded status of the plans as well as the net periodic benefit cost ($ in
millions).

                                       61
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--POSTRETIREMENT AND OTHER BENEFIT PLANS (CONTINUED)

<Table>
<Caption>
                                                                 RETIREMENT BENEFITS
                                           ----------------------------------------------------------------
                                                                                      FOR THE YEAR ENDED
                                                                                         DECEMBER 31,
                                             JUNE 2 THROUGH     JANUARY 1 THROUGH   -----------------------
                                           SEPTEMBER 30, 2001     JUNE 1, 2001         2000         1999
                                           ------------------   -----------------   ----------   ----------
                                              (SUCCESSOR)         (PREDECESSOR)          (PREDECESSOR)
<S>                                        <C>                  <C>                 <C>          <C>
CHANGE IN BENEFIT OBLIGATIONS
Benefit obligation at beginning of
  period.................................        $141.7              $127.7           $107.9       $118.1
Service cost.............................           4.0                 5.3              7.0          7.2
Interest cost............................           4.3                 5.1              8.5          7.6
Plan amendments..........................            --                 5.5              2.6          1.3
Actuarial loss (gain)....................          (1.8)               (0.8)             4.6        (23.8)
Plan settlements.........................          (6.8)                 --               --           --
Benefits paid............................          (1.2)               (1.1)            (2.9)        (2.5)
                                                 ------              ------           ------       ------
Benefit obligation at end of period......        $140.2              $141.7           $127.7       $107.9
                                                 ======              ======           ======       ======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of
  period.................................        $138.3              $137.4           $140.7       $132.8
Actual return on plan assets.............         (12.2)                2.0             (0.4)        10.4
Plan settlements.........................          (6.8)                 --               --           --
Benefits paid............................          (1.2)               (1.1)            (2.9)        (2.5)
Administrative expenses paid.............          (0.2)                 --               --           --
Employer contributions...................           2.7                  --               --           --
                                                 ------              ------           ------       ------
Fair value of plan assets at end of
  period.................................        $120.6              $138.3           $137.4       $140.7
                                                 ======              ======           ======       ======
RECONCILIATION OF FUNDED STATUS
Funded status............................        $(19.6)             $ (3.4)          $  9.7       $ 32.8
Unrecognized prior service cost..........            --                  --              2.4         (0.1)
Unrecognized net loss (gain).............          (6.9)              (18.0)            (6.0)       (25.8)
Unrecognized net transition obligation...            --                11.2               --           --
                                                 ------              ------           ------       ------
Prepaid (accrued) benefit cost...........        $(26.5)             $(10.2)          $  6.1       $  6.9
                                                 ======              ======           ======       ======

WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate............................          7.50%               7.50%            7.50%        7.75%
Rate of compensation increase............          4.50%               4.50%            4.50%        4.75%
Expected return on plan assets...........         10.00%              10.00%           10.00%       10.00%

COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost.............................        $  4.0              $  5.3           $  7.0       $  7.2
Interest cost............................           4.3                 5.1              8.5          7.6
Expected return on plan assets...........          (4.5)               (5.7)           (14.0)       (13.2)
Amortization of prior service cost.......            --                 0.4              0.1           --
Amortization of losses (gains)...........            --                 0.4             (0.8)          --
                                                 ------              ------           ------       ------
Total net periodic expense...............        $  3.8              $  5.5           $  0.8       $  1.6
                                                 ======              ======           ======       ======
</Table>

                                       62
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--POSTRETIREMENT AND OTHER BENEFIT PLANS (CONTINUED)

<Table>
<Caption>
                                                               POSTRETIREMENT BENEFITS
                                           ----------------------------------------------------------------
                                                                                      FOR THE YEAR ENDED
                                                                                         DECEMBER 31,
                                             JUNE 2 THROUGH     JANUARY 1 THROUGH   -----------------------
                                           SEPTEMBER 30, 2001     JUNE 1, 2001         2000         1999
                                           ------------------   -----------------   ----------   ----------
                                              (SUCCESSOR)         (PREDECESSOR)          (PREDECESSOR)
<S>                                        <C>                  <C>                 <C>          <C>
CHANGE IN BENEFIT OBLIGATIONS
Benefit obligation at beginning of
  period.................................        $ 36.9              $ 36.3           $ 36.7       $ 37.2
Service cost.............................           0.4                 0.5              2.0          1.8
Interest cost............................           0.9                 1.0              3.0          2.3
Plan participants' contributions.........            --                  --              0.2           --
Plan amendments..........................            --                  --             (7.8)          --
Actuarial loss (gain)....................           2.2                  --              5.1         (2.8)
Benefits paid............................          (0.9)               (0.9)            (2.9)        (1.8)
                                                 ------              ------           ------       ------
Benefit obligation at end of period......        $ 39.5              $ 36.9           $ 36.3       $ 36.7
                                                 ======              ======           ======       ======
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of
  period.................................        $   --              $   --           $   --       $   --
Plan participants' contributions.........            --                  --              0.2           --
Benefits paid............................          (0.9)               (0.9)            (2.9)        (1.8)
Employer contributions...................           0.9                 0.9              2.7          1.8
                                                 ------              ------           ------       ------
Fair value of plan assets at end of
  period.................................        $   --              $   --           $   --       $   --
                                                 ======              ======           ======       ======
RECONCILIATION OF FUNDED STATUS
Funded status............................        $(39.5)             $(36.9)          $(36.3)      $(36.7)
Unrecognized net loss (gain).............            --                (2.9)            (3.0)        (8.4)
Unrecognized net transition obligation...            --                11.3             11.8         21.2
                                                 ------              ------           ------       ------
Prepaid (accrued) benefit cost...........        $(39.5)             $(28.5)          $(27.5)      $(23.9)
                                                 ======              ======           ======       ======

WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate............................          7.50%               7.50%            7.50%        7.75%
Rate of compensation increase............          4.50%               4.50%            4.50%        4.75%

COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost.............................        $  0.4              $  0.5           $  2.0       $  1.8
Interest cost............................           0.9                 1.0              3.0          2.3
Amortization of transition obligation....            --                 0.4              1.6          1.6
Amortization of gains....................            --                  --             (0.4)        (0.5)
                                                 ------              ------           ------       ------
Total net periodic expense...............        $  1.3              $  1.9           $  6.2       $  5.2
                                                 ======              ======           ======       ======
</Table>

    For the period ended September 30, 2001, the assumed health care cost trend
rates decline to an ultimate level of 5.00% in 2008 for all retirees; for the
year ended December 31, 2000, 5.25% in 2006 for all retirees; and for 1999,
5.50% in 2005 for employees prior to reaching age 65.

                                       63
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--POSTRETIREMENT AND OTHER BENEFIT PLANS (CONTINUED)
    Assumed healthcare cost trend rates have a significant effect on the amounts
reported for the healthcare plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects ($ in millions).

<Table>
<Caption>
                                                                         POSTRETIREMENT BENEFITS
                                                                  --------------------------------------
                                               JUNE 2 THROUGH     JANUARY 1 THROUGH   FOR THE YEAR ENDED
                                             SEPTEMBER 30, 2001     JUNE 1, 2001      DECEMBER 31, 2000
                                             ------------------   -----------------   ------------------
                                                (SUCCESSOR)         (PREDECESSOR)       (PREDECESSOR)
<S>                                          <C>                  <C>                 <C>
EFFECT OF ONE-PERCENTAGE POINT INCREASE ON:
Period end benefit obligation..............         $ 1.2               $ 1.4                $ 1.4
Total of service and interest cost
  components...............................         $ 0.1               $ 0.2                $ 0.5

EFFECT OF ONE-PERCENTAGE POINT DECREASE ON:
Period end benefit obligation..............         $(1.1)              $(1.3)               $(1.3)
Total of service and interest cost
  components...............................         $(0.1)              $(0.1)               $(0.4)
</Table>

SAVINGS INCENTIVE PLAN

    Certain employees of Tyco Capital participate in The CIT Group
Holdings, Inc. Savings Incentive Plan. This plan qualifies under section 401(k)
of the Internal Revenue Code. Tyco Capital expense is based on specific
percentages of employee contributions and plan administrative costs and
aggregated $13.7 million, $13.2 million and $10.4 million for the nine months
ended September 30, 2001 and the years ended December 31, 2000 and 1999,
respectively.

                                       64
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 17--LEASE COMMITMENTS

    The following table presents future minimum rentals under noncancellable
long-term lease agreements for premises and equipment at September 30, 2001 ($
in millions).

<Table>
<Caption>
YEARS ENDED SEPTEMBER 30,                                      AMOUNT
-------------------------                                     --------
<S>                                                           <C>
2002........................................................   $ 60.3
2003........................................................     58.6
2004........................................................     52.7
2005........................................................     47.3
2006........................................................     40.8
Thereafter..................................................     93.2
                                                               ------
  Total.....................................................   $352.9
                                                               ======
</Table>

    In addition to fixed lease rentals, leases generally require payment of
maintenance expenses and real estate taxes, both of which are subject to rent
escalation provisions. Minimum payments have not been reduced by minimum
sublease rentals of $47.3 million due in the future under noncancellable
subleases.

    Rental expense, net of sublease income on premises and equipment, was as
follows ($ in millions).

<Table>
<Caption>
                                                                        YEARS ENDED
                                                                       DECEMBER 31,
                         JUNE 2 THROUGH      JANUARY 1 THROUGH    -----------------------
                       SEPTEMBER 30, 2001       JUNE 1, 2001         2000         1999
                       -------------------   ------------------   ----------   ----------
                           (SUCCESSOR)         (PREDECESSOR)           (PREDECESSOR)
<S>                    <C>                   <C>                  <C>          <C>
Premises.............         $14.8                 $19.0           $47.7        $24.8
Equipment............           3.0                   3.7            11.1          7.1
Less sublease
  income.............          (2.7)                 (3.4)           (5.7)        (1.3)
                              -----                 -----           -----        -----
  Total..............         $15.1                 $19.3           $53.1        $30.6
                              =====                 =====           =====        =====
</Table>

NOTE 18--LEGAL PROCEEDINGS

    In the ordinary course of business, there are various legal proceedings
pending against Tyco Capital. Management believes that the aggregate
liabilities, if any, arising from such actions will not have a material adverse
effect on the consolidated financial position, results of operations or
liquidity of Tyco Capital.

NOTE 19--COMMITMENTS AND CONTINGENCIES

    In the normal course of meeting the financing needs of its customers, Tyco
Capital enters into various credit-related commitments. These financial
instruments generate fees and involve, to varying degrees, elements of credit
risk in excess of the amounts recognized in the Consolidated Balance Sheets. To
minimize potential credit risk, Tyco Capital generally requires collateral and
other credit-related terms and conditions from the customer. At the time
credit-related commitments are granted, the fair value of the underlying
collateral and guarantees typically approximates or exceeds the contractual
amount of the commitment. In the event a customer defaults on the underlying
transaction, the maximum potential loss will generally be limited to the
contractual amount outstanding less the value of all underlying collateral and
guarantees.

                                       65
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 19--COMMITMENTS AND CONTINGENCIES (CONTINUED)
    The accompanying table summarizes the contractual amounts of credit-related
commitments ($ in millions).

<Table>
<Caption>
                                               AT SEPTEMBER 30, 2001
                                         ---------------------------------   AT DECEMBER 31,
                                            DUE TO EXPIRE                    ---------------
                                         -------------------      TOTAL           TOTAL
                                          WITHIN     AFTER     OUTSTANDING     OUTSTANDING
                                         ONE YEAR   ONE YEAR      2001            2000
                                         --------   --------   -----------   ---------------
                                             (SUCCESSOR)                      (PREDECESSOR)
<S>                                      <C>        <C>        <C>           <C>
Unused commitments to extend credit:
  Financing and leasing assets.........  $1,997.4    $389.4      $2,386.8       $3,099.5
Letters of credit and acceptances:
  Standby letters of credit............     267.3        --         267.3          173.9
  Other letters of credit..............     365.5       1.5         367.0          500.3
  Acceptances..........................       9.1        --           9.1            6.7
Guarantees.............................     713.3        --         713.3          645.3
</Table>

    During 2001, Tyco Capital entered into an agreement with The Boeing Company
to purchase 25 aircraft at a cost of approximately $1.3 billion, with options to
purchase an additional five units. Deliveries are scheduled to take place from
2003 through 2005. Previously, Tyco Capital entered into agreements with both
Airbus Industrie and The Boeing Company to purchase a total of 88 aircraft (at
an estimated cost of approximately $5 billion), with options to acquire
additional units, and with the flexibility to delay or terminate certain
positions. Deliveries of these new aircraft are scheduled to take place over a
five-year period, which started in the fourth quarter of calendar year 2000 and
runs through 2005. As of September 30, 2001, nine aircraft have been delivered.
Outstanding commitments to purchase aircraft, rail and other equipment to be
placed on operating lease totaled approximately $5.3 billion at September 30,
2001. A total of $876.7 million relates to fiscal 2002, of which $815.7 million
have agreements in place to lease to third parties.

NOTE 20--FAIR VALUES OF FINANCIAL INSTRUMENTS

    SFAS No. 107 "Disclosures About Fair Value of Financial Instruments"
requires disclosure of the estimated fair value of Tyco Capital's financial
instruments, excluding leasing transactions accounted for under SFAS 13. The
fair value estimates are made at a discrete point in time based on relevant
market information and information about the financial instrument, assuming
adequate market liquidity. Because no established trading market exists for a
significant portion of Tyco Capital's financial instruments, fair value
estimates are based on judgments regarding future expected loss experience,
current economic conditions, risk characteristics of various financial
instruments, and other factors. These estimates are subjective in nature,
involving uncertainties and matters of significant judgment and, therefore,
cannot be determined with precision. Changes in assumptions or estimation
methods may significantly affect the estimated fair values. Because of these
limitations, management provides no assurance that the estimated fair values
presented would necessarily be realized upon disposition or sale.

    Actual fair values in the marketplace are affected by other significant
factors, such as supply and demand, investment trends and the motivations of
buyers and sellers, which are not considered in the methodology used to
determine the estimated fair values presented. In addition, fair value estimates
are based on existing financial instruments without attempting to estimate the
value of future business

                                       66
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 20--FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
transactions and the value of assets and liabilities that are part of Tyco
Capital's overall value but are not considered financial instruments.
Significant assets and liabilities that are not considered financial instruments
include customer base, operating lease equipment, premises and equipment, assets
received in satisfaction of loans, and deferred tax balances. In addition, tax
effects relating to the unrealized gains and losses (differences in estimated
fair values and carrying values) have not been considered in these estimates and
can have a significant effect on fair value estimates. The carrying amounts for
cash and cash equivalents approximate fair value because they have short
maturities and do not present significant credit risks. Credit-related
commitments, as disclosed in Note 19--"Commitments and Contingencies", are
primarily short-term floating-rate contracts whose terms and conditions are
individually negotiated, taking into account the creditworthiness of the
customer and the nature, accessibility and quality of the collateral and
guarantees. Therefore, the fair value of credit-related commitments, if
exercised, would approximate their contractual amounts.

    Estimated fair values, recorded carrying values and various assumptions used
in valuing Tyco Capital's financial instruments at September 30, 2001 and
December 31, 2000 are set forth below ($ in millions).

<Table>
<Caption>
                                                     2001                     2000
                                            ----------------------   ----------------------
                                              ASSET (LIABILITY)        ASSET (LIABILITY)
                                            ----------------------   ----------------------
                                            CARRYING    ESTIMATED    CARRYING    ESTIMATED
                                              VALUE     FAIR VALUE     VALUE     FAIR VALUE
                                            ---------   ----------   ---------   ----------
                                                 (SUCCESSOR)             (PREDECESSOR)
<S>                                         <C>         <C>          <C>         <C>
Finance receivables--loans(1).............  $23,036.5   $23,491.8    $22,599.8   $22,878.4
Finance receivables held for sale.........    2,014.9     2,014.9      2,698.4     2,698.4
Other assets(2)...........................    2,246.1     2,246.1      1,809.0     1,827.1
Commercial paper(3).......................   (8,621.5)   (8,621.5)    (9,063.5)   (9,063.5)
Fixed-rate senior notes and subordinated
  fixed-rate notes(4).....................  (17,423.1)  (17,937.9)   (18,145.7)  (17,969.4)
Variable-rate senior notes(4).............   (9,672.9)   (9,658.5)   (11,221.8)  (11,127.2)
Credit balances of factoring clients and
  other liabilities(4)(5).................   (3,916.6)   (3,916.6)    (3,480.3)   (3,480.3)
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust
  holding solely debentures of the
  Company(6)..............................     (260.0)     (260.0)      (250.0)     (240.8)
Derivative financial instruments:(7)
  Interest rate swaps, net................     (241.5)     (241.5)       (15.5)     (229.2)
  Cross-currency swaps, net...............       74.2        74.2         (4.0)       (2.1)
  Foreign exchange forwards, net..........       16.6        16.6         84.7        60.3
</Table>

------------------------

(1)  The fair value of performing fixed-rate loans was estimated based upon a
     present value discounted cash flow analysis, using interest rates that were
    being offered at the end of the year for loans with similar terms to
    borrowers of similar credit quality. Discount rates used in the present
    value calculation range from 7.26% to 8.57% for 2001 and 8.14% to 10.01% for
    2000. The maturities used represent the average contractual maturities
    adjusted for prepayments. For floating-rate loans that reprice frequently
    and have no significant change in credit quality, fair value approximates
    carrying value. The net carrying value of lease finance receivables not
    subject to fair value disclosure totaled $7.3 billion in 2001 and
    $10.4 billion in 2000.

                                       67
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 20--FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
(2)  Other assets subject to fair value disclosure include accrued interest
     receivable, retained interests in securitizations and investment
    securities. The carrying amount of accrued interest receivable approximates
    fair value. Investment securities actively traded in a secondary market were
    valued using quoted available market prices. Investments not actively traded
    in a secondary market were valued based upon recent selling price or present
    value discounted cash flow analysis. The carrying value of other assets not
    subject to fair value disclosure totaled $1,512.1 million at September 30,
    2001 and $1,202.2 million at December 31, 2000.

(3)  The estimated fair value of commercial paper approximates carrying value
     due to the relatively short maturities.

(4)  The carrying value of fixed-rate senior notes and subordinated fixed-rate
     notes includes $257.5 million and $288.6 million of accrued interest at
    September 30, 2001 and December 31, 2000, respectively. The variable-rate
    senior notes include $58.3 million and $91.2 million of accrued interest at
    September 30, 2001 and December 31, 2000, respectively. These amounts are
    excluded from the other liabilities balances in this table. Fixed-rate notes
    were valued using a present value discounted cash flow analysis with a
    discount rate approximating current market rates for issuances by Tyco
    Capital of similar term debt at the end of the year. Discount rates used in
    the present value calculation ranged from 2.59% to 5.89% in 2001 and 6.10%
    to 8.31% in 2000.

(5)  The estimated fair value of credit balances of factoring clients
     approximates carrying value due to their short settlement terms. Other
    liabilities include accrued liabilities and deferred federal income taxes.
    Accrued liabilities and payables with no stated maturities have an estimated
    fair value that approximates carrying value. The carrying value of other
    liabilities not subject to fair value disclosure totaled $189.7 million in
    2001 and $607.5 million in 2000.

(6)  Company-obligated mandatorily redeemable preferred capital securities of
     subsidiary trust holding solely debentures of the Company were valued using
    a present value discounted cash flow analysis with a discount rate
    approximating current market rates of similar issuances at the end of the
    year.

(7)  Tyco Capital enters into derivative financial instruments for hedging
     purposes only. The estimated fair values are obtained from dealer quotes
    and represent the net amount receivable or payable to terminate the
    agreement, taking into account current market interest rates and
    counter-party credit risk. See Note 10--"Derivative Financial Instruments"
    for notional principal amounts associated with the instruments.

                                       68
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 21--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Tyco Capital and Tyco have agreed that Tyco Capital and Tyco will not engage
in transactions, including finance, underwriting and asset management and
servicing transactions, unless the transactions are at arm's-length and for fair
value. In particular, they have agreed that Tyco Capital will have sole
discretion and decision-making authority where Tyco Capital is underwriting,
managing and servicing assets in transactions originated through Tyco. Tyco
Capital and Tyco have also agreed on a limitation of dividends and distributions
from Tyco Capital to Tyco, calculated generally based on the net income of Tyco
Capital, and that Tyco Capital will at all times maintain its books, records and
assets separately from Tyco.

    On September 26, 2001, certain subsidiaries of Tyco sold receivables
totaling $318.0 million to Tyco Capital in a factoring transaction for
$297.8 million in cash. The difference of $20.2 million represents a holdback of
$15.9 million and a discount of $4.3 million (fee income which will be
recognized by Tyco Capital as income over the term of the transaction).

    On September 30, 2001, Tyco Capital sold certain international subsidiaries
that had assets of $1.8 billion and liabilities of $1.5 billion to a non-U.S.
subsidiary of Tyco for a note in the amount of approximately $295 million. This
non-cash transfer, which did not impact the net income of Tyco Capital, resulted
in a receivable from affiliates of $1,440.9 million, representing Tyco Capital's
investment (debt and equity) in these subsidiaries.

    Certain of Tyco Capital's expenses, such as third-party consulting and legal
fees, are paid by Tyco and then subsequently billed to Tyco Capital. As of
September 30, 2001, Tyco Capital has an outstanding payable to subsidiaries of
Tyco of $7.6 million related primarily to these charges. Tyco made capital
contributions to Tyco Capital aggregating $898.3 million during the four months
ended September 30, 2001, including $200 million in the form of a note
receivable from Tyco. The note did not bear interest and has since been paid.

NOTE 22--BUSINESS SEGMENT INFORMATION

    MANAGEMENT'S POLICY IN IDENTIFYING REPORTABLE SEGMENTS

    Tyco Capital's reportable segments are comprised of strategic business units
aggregated into segments based upon the commonality of their products,
customers, distribution methods, operations and servicing, and the nature of
their regulatory environment.

TYPES OF PRODUCTS AND SERVICES

    Tyco Capital has four reportable segments: Equipment Financing and Leasing,
Specialty Finance, Commercial Finance and Structured Finance. Equipment
Financing and Leasing, Specialty Finance and Structured Finance offer secured
lending and leasing products to midsize and larger companies across a variety of
industries, including aerospace, construction, rail, machine tool, business
aircraft, technology, manufacturing and transportation. For the year ended
December 31, 1999, Tyco Capital's internal financial information reflected the
combination of the two former Newcourt segments (Vendor Technology Finance and
Structured Finance) in the Specialty Finance segment, due to the short period
from the acquisition date to the end of the year and the business restructuring
which took place as of year end. The Commercial Finance segment offers secured
lending and receivables collection as well as other financial products to small
and midsize companies. These include secured revolving lines of credit and term
loans, credit protection, accounts receivable collection, import and export
financing and

                                       69
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 22--BUSINESS SEGMENT INFORMATION (CONTINUED)
factoring, debtor-in-possession and turnaround financing. The Specialty Finance
segment also offers home equity products to consumers primarily through a
network of brokers and correspondents. The Specialty Finance segment resulted
from the combination of the former Vendor Technology Finance and Consumer
segments in fiscal 2001, consistent with how activities are reported internally
to management since June 30, 2001. Tyco Capital has reclassified comparative
prior period information to reflect this change. Also in fiscal 2001, Tyco
Capital transferred financing and leasing assets from Equipment Financing to
Specialty Finance. Prior year segment balances have not been restated to conform
to the current year asset transfers as it is impractical to do so.

SEGMENT PROFIT AND ASSETS

    Because Tyco Capital generates a majority of its revenue from interest, fees
and asset sales, management relies primarily on operating revenues to assess the
performance of the segment. Tyco Capital also evaluates segment performance
based on profit after income taxes, as well as asset growth, credit risk
management and other factors.

    The following table presents reportable segment information and the
reconciliation of segment balances to the consolidated financial statement
totals and the consolidated managed assets total at or for the nine months ended
September 30, 2001 and at or for the years ended December 31, 2000 and 1999.
Non-recurring charges and goodwill amortization is allocated to Corporate and
Other ($ in millions).

<Table>
<Caption>
                                         EQUIPMENT                                                       CORPORATE
                                       FINANCING AND   SPECIALTY   COMMERCIAL   STRUCTURED     TOTAL        AND
                                          LEASING       FINANCE     FINANCE      FINANCE     SEGMENTS      OTHER     CONSOLIDATED
                                       -------------   ---------   ----------   ----------   ---------   ---------   ------------
<S>                                    <C>             <C>         <C>          <C>          <C>         <C>         <C>
SEPTEMBER 30, 2001 (COMBINED AND
  SUCCESSOR)
Operating revenue....................    $   624.8     $   756.6    $  384.8     $   98.1    $ 1,864.3    $  27.1     $ 1,891.4
Income taxes.........................        111.1         119.7        86.3         20.9        338.0      (57.9)        280.1
Net income...........................        215.1         196.7       134.8         36.9        583.5     (249.7)        333.8
Total financing and leasing assets...     15,992.4      11,183.1     8,644.3      3,068.4     38,888.2         --      38,888.2
Total managed assets.................     20,457.2      16,866.2     8,644.3      3,068.4     49,036.1         --      49,036.1

DECEMBER 31, 2000 (PREDECESSOR)
Operating revenue....................    $   969.4     $   796.0    $  499.1     $  175.3    $ 2,439.8    $ (58.4)    $ 2,381.4
Income taxes.........................        147.3         139.9       109.2         49.9        446.3      (65.1)        381.2
Net income...........................        287.8         222.2       161.8         89.6        761.4     (149.8)        611.6
Total financing and leasing assets...     20,078.0      13,321.0     7,693.7      2,691.9     43,784.6         --      43,784.6
Total managed assets.................     26,465.2      18,050.1     7,693.7      2,691.9     54,900.9         --      54,900.9

DECEMBER 31, 1999 (PREDECESSOR)
Operating revenue....................    $   504.6     $   347.2    $  429.3     $     --    $ 1,281.1    $ (12.9)    $ 1,268.2
Income taxes.........................        108.2          43.0       100.6           --        251.8      (36.9)        214.9
Net income...........................        231.5          67.5       141.4           --        440.4      (51.0)        389.4
Total financing and leasing assets...     17,016.7      14,304.0     7,002.1      2,071.2     40,394.0         --      40,394.0
Total managed assets.................     19,206.1      23,153.9     7,002.1      2,071.2     51,433.3         --      51,433.3
</Table>

    Finance income and other revenues derived from United States based financing
and leasing assets were $3,718.7 million, $5,215.6 million and $2,641.0 million
for the nine months ended September 30, 2001 and for the years ending
December 31, 2000 and 1999, respectively. Finance income and other

                                       70
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 22--BUSINESS SEGMENT INFORMATION (CONTINUED)
revenues derived from foreign based financing and leasing assets were $829.2
million, $944.8 million and $275.7 million for the nine months ended
September 30, 2001 and for the years ending December 31, 2000 and 1999,
respectively.

NOTE 23--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (UNAUDITED)

    The following presents condensed consolidating financial information for CIT
Holdings LLC and its wholly-owned subsidiary, Capita Corporation (formerly AT&T
Capital Corporation). Tyco Capital has guaranteed on a full and unconditional
basis the existing registered debt securities and certain other indebtedness of
these subsidiaries. Therefore, Tyco Capital has not presented related financial
statements or other information for these subsidiaries on a stand-alone basis.
($ in millions).

                          CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2001
                                  (SUCCESSOR)

<Table>
<Caption>
                                                     TYCO                       CIT
                                                    CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                   CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                                   -----------   -----------   --------   ------------   ------------   ---------
<S>                                               <C>           <C>           <C>        <C>            <C>            <C>
ASSETS
Net finance receivables.........................   $ 1,834.6     $3,074.4     $1,506.1     $23,904.5             --    $30,319.6
Operating lease equipment, net..................          --      1,203.2        273.4       4,173.3             --      5,649.9
Assets held for sale............................          --         32.9        157.5       1,824.5             --      2,014.9
Cash and cash equivalents.......................       440.0        107.0          4.2         177.5             --        728.7
Other assets....................................    10,150.2        291.4        302.8      11,822.2      (10,598.0)    11,968.6
                                                   ---------     --------     --------     ---------     ----------    ---------
  TOTAL ASSETS..................................   $12,424.8     $4,708.9     $2,244.0     $41,902.0     $(10,598.0)   $50,681.7
                                                   =========     ========     ========     =========     ==========    =========

LIABILITIES AND SHAREHOLDER'S EQUITY
Debt............................................   $30,218.0     $2,879.2     $  196.3     $ 2,108.1     $       --    $35,401.6
Credit balances of factoring clients............          --           --           --       2,392.9             --      2,392.9
Other liabilities...............................   (28,391.2)     1,275.7        119.9      29,024.8             --      2,029.2
                                                   ---------     --------     --------     ---------     ----------    ---------
  Total Liabilities.............................     1,826.8      4,154.9        316.2      33,525.8             --     39,823.7
Preferred securities............................          --           --           --         260.0             --        260.0
Equity..........................................    10,598.0        554.0      1,927.8       8,116.2      (10,598.0)    10,598.0
                                                   ---------     --------     --------     ---------     ----------    ---------
  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY....   $12,424.8     $4,708.9     $2,244.0     $41,902.0     $(10,598.0)   $50,681.7
                                                   =========     ========     ========     =========     ==========    =========
</Table>

                                       71
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 23--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (UNAUDITED)
(CONTINUED)
                          CONSOLIDATING BALANCE SHEET
                               DECEMBER 31, 2000
                                 (PREDECESSOR)

<Table>
<Caption>
                                                     TYCO                       CIT
                                                    CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                   CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                                   -----------   -----------   --------   ------------   ------------   ---------
<S>                                               <C>           <C>           <C>        <C>            <C>            <C>
ASSETS
Net finance receivables.........................   $ 2,224.3     $3,813.8     $1,407.4     $25,583.5      $      --    $33,029.0
Operating lease equipment, net..................          --      1,441.7        297.6       5,451.3             --      7,190.6
Assets held for sale............................          --          0.1        279.9       2,418.4             --      2,698.4
Cash and cash equivalents.......................     1,120.5        129.3        (80.7)       (357.0)            --        812.1
Other assets....................................     5,691.6        185.0        270.4       4,819.9       (6,007.2)     4,959.7
                                                   ---------     --------     --------     ---------      ---------    ---------
  TOTAL ASSETS..................................   $ 9,036.4     $5,569.9     $2,174.6     $37,916.1      $(6,007.2)   $48,689.8
                                                   =========     ========     ========     =========      =========    =========

LIABILITIES AND SHAREHOLDER'S EQUITY
Debt............................................   $29,631.4     $5,751.7     $  443.7     $ 2,138.3      $      --    $37,965.1
Credit balances of factoring clients............          --           --           --       2,179.9             --      2,179.9
Other liabilities...............................   (26,602.2)    (1,545.9)       150.8      30,284.9             --      2,287.6
                                                   ---------     --------     --------     ---------      ---------    ---------
  Total Liabilities.............................     3,029.2      4,205.8        594.5      34,603.1             --     42,432.6
Preferred securities............................          --           --           --         250.0             --        250.0
Equity..........................................     6,007.2      1,364.1      1,580.1       3,063.0       (6,007.2)     6,007.2
                                                   ---------     --------     --------     ---------      ---------    ---------
  TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY....   $ 9,036.4     $5,569.9     $2,174.6     $37,916.1      $(6,007.2)   $48,689.8
                                                   =========     ========     ========     =========      =========    =========
</Table>

                       CONSOLIDATING STATEMENT OF INCOME
                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (COMBINED)

<Table>
<Caption>
                                                    TYCO                       CIT
                                                   CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                  CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS    TOTAL
---------------                                  -----------   -----------   --------   ------------   ------------   --------
<S>                                              <C>           <C>           <C>        <C>            <C>            <C>
FINANCE INCOME.................................    $226.4        $998.0       $219.1      $2,531.8        $    --     $3,975.3
Interest expense...............................     178.9         305.4         23.1       1,112.4             --      1,619.8
                                                   ------        ------       ------      --------        -------     --------
Net finance income.............................      47.5         692.6        196.0       1,419.4             --      2,355.5
Depreciation on operating lease equipment......        --         460.5        103.4         472.8             --      1,036.7
                                                   ------        ------       ------      --------        -------     --------
Net finance margin.............................      47.5         232.1         92.6         946.6             --      1,318.8
Equity in net income of subsidiaries...........     333.8            --           --            --         (333.8)          --
Other revenue..................................     (80.6)         67.6         68.1         517.5             --        572.6
                                                   ------        ------       ------      --------        -------     --------
OPERATING REVENUE..............................     300.7         299.7        160.7       1,464.1         (333.8)     1,891.4

Operating expenses.............................     271.6         248.9         93.5         655.0             --      1,269.0
                                                   ------        ------       ------      --------        -------     --------
Income before provision for income taxes.......      29.1          50.8         67.2         809.1         (333.8)       622.4
Provision for income taxes.....................     (40.2)         19.3         25.5         275.5             --        280.1
Minority interest, after of tax................        --            --           --           8.5             --          8.5
                                                   ------        ------       ------      --------        -------     --------
NET INCOME.....................................    $ 69.3        $ 31.5       $ 41.7      $  525.1        $(333.8)    $  333.8
                                                   ======        ======       ======      ========        =======     ========
</Table>

                                       72
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 23--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (UNAUDITED)
(CONTINUED)
                       CONSOLIDATING STATEMENT OF INCOME
                          YEAR ENDED DECEMBER 31, 2000
                                 (PREDECESSOR)

<Table>
<Caption>
                                                    TYCO                       CIT
                                                   CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                  CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS    TOTAL
---------------                                  -----------   -----------   --------   ------------   ------------   --------
<S>                                              <C>           <C>           <C>        <C>            <C>            <C>
FINANCE INCOME.................................   $  282.8      $1,422.0     $  321.0     $3,222.6       $     --     $5,248.4
Interest expense...............................      281.7         474.0         42.8      1,699.2             --      2,497.7
                                                  --------      --------     --------     --------       --------     --------
Net finance income.............................        1.1         948.0        278.2      1,523.4             --      2,750.7
Depreciation on operating lease equipment......         --         672.3        106.5        502.5             --      1,281.3
                                                  --------      --------     --------     --------       --------     --------
Net finance margin.............................        1.1         275.7        171.7      1,020.9             --      1,469.4
Equity in net income of subsidiaries...........      611.6            --           --           --         (611.6)          --
Other revenue..................................      (12.6)        166.8         96.5        661.3             --        912.0
                                                  --------      --------     --------     --------       --------     --------
OPERATING REVENUE..............................      600.1         442.5        268.2      1,682.2         (611.6)     2,381.4

Operating expenses.............................      141.1         308.2        143.3        784.1             --      1,376.7
                                                  --------      --------     --------     --------       --------     --------
Income before provision for income taxes.......      459.0         134.3        124.9        898.1         (611.6)     1,004.7
Provision for income taxes.....................      (37.2)         36.2         47.0        335.2             --        381.2
Minority interest, after tax...................         --            --           --         11.9             --         11.9
                                                  --------      --------     --------     --------       --------     --------
NET INCOME.....................................   $  496.2      $   98.1     $   77.9     $  551.0       $ (611.6)    $  611.6
                                                  ========      ========     ========     ========       ========     ========
</Table>

                                       73
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 23--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (UNAUDITED)
(CONTINUED)
                     CONSOLIDATING STATEMENT OF CASH FLOWS
                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (COMBINED)

<Table>
<Caption>
                                                    TYCO                       CIT
                                                   CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                  CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS    TOTAL
---------------                                  -----------   -----------   --------   ------------   ------------   --------
<S>                                              <C>           <C>           <C>        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash flows (used for) provided by
  operations...................................   $   (48.9)    $   275.1     $128.4      $  745.2       $      --    $1,099.8
                                                  ---------     ---------     ------      --------       ---------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase (decrease) in financing and
  leasing assets...............................       335.0         440.4      (36.7)        240.2              --       978.9
Decrease in intercompany loans and
  investments..................................    (1,553.2)           --         --            --         1,553.2          --
Cash in subsidiaries transferred to Parent.....          --            --         --         (79.3)             --       (79.3)
Other..........................................          --            --         --         (21.2)             --       (21.2)
                                                  ---------     ---------     ------      --------       ---------    --------
Net cash flows (used for) provided by investing
  activities...................................    (1,218.2)        440.4      (36.7)        139.7         1,553.2       878.4
                                                  ---------     ---------     ------      --------       ---------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in debt................       586.6      (2,872.5)    (247.4)       (178.0)             --    (2,711.3)
Intercompany financing.........................          --       2,134.7      240.6        (822.1)       (1,553.2)         --
Capital contributions..........................          --            --         --         675.0              --       675.0
Cash dividends paid............................          --            --         --         (52.9)             --       (52.9)
Issuance of treasury stock.....................          --            --         --          27.6              --        27.6
                                                  ---------     ---------     ------      --------       ---------    --------
Net cash flows provided by (used for) financing
  activities...................................       586.6        (737.8)      (6.8)       (350.4)       (1,553.2)   (2,061.6)
                                                  ---------     ---------     ------      --------       ---------    --------

Net (decrease) increase in cash and cash
  equivalents..................................      (680.5)        (22.3)      84.9         534.5              --       (83.4)
Cash and cash equivalents, beginning of
  period.......................................     1,120.5         129.3      (80.7)       (357.0)             --       812.1
                                                  ---------     ---------     ------      --------       ---------    --------

Cash and cash equivalents, end of period.......   $   440.0     $   107.0     $  4.2      $  177.5       $      --    $  728.7
                                                  =========     =========     ======      ========       =========    ========
</Table>

                                       74
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 23--SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES (UNAUDITED)
(CONTINUED)
                     CONSOLIDATING STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2000
                                 (PREDECESSOR)

<Table>
<Caption>
                                                     TYCO                       CIT
                                                    CAPITAL       CAPITA      HOLDINGS      OTHER
($ IN MILLIONS)                                   CORPORATION   CORPORATION     LLC      SUBSIDIARIES   ELIMINATIONS     TOTAL
---------------                                   -----------   -----------   --------   ------------   ------------   ----------
<S>                                               <C>           <C>           <C>        <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash flows provided by operations...........   $3,015.9      $  525.9     $ 271.9     $(1,911.4)     $      --     $  1,902.3
                                                   --------      --------     --------    ---------      ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (decrease) increase in financing and leasing
  assets........................................      (61.7)         (5.2)       96.0      (4,531.8)            --       (4,502.7)
Decrease in intercompany loans and
  investments...................................   (8,107.9)           --          --            --        8,107.9             --
Other...........................................         --            --          --         (79.4)            --          (79.4)
                                                   --------      --------     --------    ---------      ---------     ----------
Net cash flows (used for) provided by investing
  activities....................................   (8,169.6)         (5.2)       96.0      (4,611.2)       8,107.9       (4,582.1)
                                                   --------      --------     --------    ---------      ---------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in debt.................    5,803.7      (2,949.1)    (2,072.4)     1,809.4             --        2,591.6
Intercompany financing..........................         --       2,378.8     1,485.0       4,244.1       (8,107.9)            --
Capital contributions...........................         --            --          --            --             --             --
Cash dividends paid.............................         --            --          --        (105.9)            --         (105.9)
Issuance of treasury stock......................         --            --          --         (67.2)            --          (67.2)
                                                   --------      --------     --------    ---------      ---------     ----------
Net cash flows provided by (used for) financing
  activities....................................    5,803.7        (570.3)     (587.4)      5,880.4       (8,107.9)       2,418.5
                                                   --------      --------     --------    ---------      ---------     ----------

Net increase (decrease) in cash and cash
  equivalents...................................      650.0         (49.6)     (219.5)       (642.2)            --         (261.3)
Cash and cash equivalents, beginning of
  period........................................      470.5         178.9       138.8         285.2             --        1,073.4
                                                   --------      --------     --------    ---------      ---------     ----------

Cash and cash equivalents, end of period........   $1,120.5      $  129.3     $ (80.7)    $  (357.0)     $      --     $    812.1
                                                   ========      ========     ========    =========      =========     ==========
</Table>

                                       75
<Page>
                   TYCO CAPITAL CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 24--SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

   Summarized quarterly financial data are presented below. The second quarter
includes predecessor operations through June 1, 2000 and successor operations
for June 2 through June 30, 2001 ($ in millions).

<Table>
<Caption>
                                                                        NINE MONTHS ENDED
                                                                        SEPTEMBER 30, 2001
                                                             ----------------------------------------
                                                                 FIRST         SECOND        THIRD
                                                                QUARTER      QUARTER(1)     QUARTER
                                                             -------------   ----------   -----------
                                                             (PREDECESSOR)   (COMBINED)   (SUCCESSOR)
<S>                                                          <C>             <C>          <C>
Net finance margin.........................................     $404.7         $429.4       $484.7
Other revenue..............................................      211.6          121.8        239.2
Salaries and general operating expenses....................      263.5          265.5        255.9
Provision for credit losses................................       68.3          166.7         97.5
Goodwill amortization......................................       22.5           29.7         45.4
Acquisition-related costs..................................         --           54.0           --
Minority interest in subsidiary trust holding solely
  debentures of the Company, after tax.....................        3.0            2.8          2.7
Provision for income taxes.................................       98.9           40.1        141.1
Net income (loss)..........................................     $160.1         $ (7.6)      $181.3
</Table>

------------------------------

(1)  Includes non-recurring charges of $221.6 million ($158.0 million after tax)
     as follows: provision for credit losses of $89.5 million for certain
    non-strategic and under performing leasing and loan portfolios of which the
    Company expects to dispose; write downs of $78.1 million in other revenue
    for certain equity instruments in the telecommunications industry and
    e-commerce markets of which the Company expects to dispose; and
    $54.0 million of acquisition-related costs associated with the acquisition
    by Tyco.

<Table>
<Caption>
                                                     YEAR ENDED DECEMBER 31, 2000
                                           -------------------------------------------------
                                             FIRST        SECOND       THIRD        FOURTH
                                            QUARTER      QUARTER      QUARTER      QUARTER
                                           ----------   ----------   ----------   ----------
                                                             (PREDECESSOR)
<S>                                        <C>          <C>          <C>          <C>
Net finance margin.......................    $349.1       $359.2       $370.5       $390.6
Other revenue............................     238.2        232.3        224.2        217.3
Salaries and general operating
  expenses...............................     268.2        257.5        250.2        259.3
Provision for credit losses..............      61.6         64.0         65.8         63.8
Goodwill amortization....................      20.5         20.6         22.7         22.5
Minority interest in subsidiary trust
  holding solely debentures of the
  Company, after tax.....................       3.0          3.0          3.0          2.9
Provision for income taxes...............      90.1         95.0         96.8         99.3
Net income...............................    $143.9       $151.4       $156.2       $160.1
</Table>

                                       76
<Page>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    Prior to Tyco's acquisition of Tyco Capital, the independent auditor for The
CIT Group, Inc. was KPMG LLP. The independent accountants for Tyco are
PricewaterhouseCoopers ("PwC"). On June 1, 2001, in connection with the
acquisition, Tyco and CIT jointly determined that Tyco Capital would terminate
its audit engagement with KPMG LLP and enter into an audit engagement with PwC,
in order to facilitate the auditing of Tyco's Consolidated Financial Statements.
Tyco Capital's Board of Directors approved the appointment of PwC as the
independent accountants for Tyco Capital.

    In connection with the audits of the two fiscal years ended December 31,
2000, and the subsequent interim period through June 1, 2001 there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.

    The audit reports of KPMG LLP on the Consolidated Financial Statements of
The CIT Group, Inc. and subsidiaries as of and for the years ended December 31,
2000 and 1999, did not contain any adverse opinion or disclaimer of opinion nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Omitted in reliance upon General Instruction I.1(a) and (b) of Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

    Omitted in reliance upon General Instruction I.1(a) and (b) of Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    Omitted in reliance upon General Instruction I.1(a) and (b) of Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Omitted in reliance upon General Instruction I.1(a) and (b) of Form 10-K.

                                       77
<Page>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

    (a) The following documents are filed with the Securities and Exchange
       Commission as part of this report (see Item 8):

       1.  The following financial statements of Tyco Capital and Subsidiaries:

               Reports of Independent Accountants

               Consolidated Balance Sheets--September 30, 2001 and December 31,
               2000

               Consolidated Statements of Income for the period from June 2
               through September 30, 2001, for the period January 1 through
               June 1, 2001, and for the fiscal years ended December 31, 2001
               and 2000

               Consolidated Statements of Shareholder's Equity for the period
               from June 2 through September 30, 2001, for the period January 1
               through June 1, 2001, and for the fiscal years ended
               December 31, 2001, 2000 and 1999

               Consolidated Statements of Cash Flows for the period from June 2
               through September 30, 2001, for the period January 1 through
               June 1, 2001, and for the fiscal years ended December 31, 2001,
               2000 and 1999

               Notes to Consolidated Financial Statements

       2.  All schedules are omitted because they are not applicable or because
           the required information appears in the Consolidated Financial
           Statements or the notes thereto.

       (b) Current Report on Form 8-K filed on June 7, 2001, as amended by
           Form 8-K/A filed on July 2, 2001, reporting that the acquisition of
           the Company by Tyco was completed on June 1, 2001, and that the
           Company had changed its independent accountants to
           PricewaterhouseCoopers, the independent accountants of Tyco, and
           filing a copy of the Agreement, dated June 1, 2001, between CIT
           Holdings (NV) Inc., a wholly owned subsidiary of Tyco, and the
           Company regarding transactions between CIT Holdings and the Company.

           Current Report on Form 8-K filed on July 31, 2001 reporting the
           Company's announcement of financial results for the quarter ended
           June 30, 2001.

       (c) Exhibits

<Table>
          <C>                     <S>
                   2.1            Agreement and Plan of Merger, dated as of March 12, 2001, by
                                  and between Tyco Acquisition Corp. XIX (NV) and the CIT
                                  Group, Inc., including Guarantee of Tyco International Ltd.
                                  (Incorporated by reference to Exhibit 2.1 to Form S-4 (file
                                  No. 333-57850) filed by Tyco International Ltd. on
                                  March 29, 2001).

                   3.1            Amended and Restated Articles of Incorporation of the
                                  registrant (Filed herewith).

                   3.2            Certificate of Amendment of Articles of Incorporation of the
                                  registrant (Filed herewith).

                   3.3            Amended and Restated By-Laws of the registrant (Filed
                                  herewith).
</Table>

                                       78
<Page>
<Table>
          <C>                     <S>
                   4.1            Form of Indenture dated as of September 24, 1998 by and
                                  between Tyco Capital Corporation (formerly known as The CIT
                                  Group, Inc.) and The Bank of New York, as trustee, for the
                                  issuance of unsecured and unsubordinated debt securities
                                  (Incorporated by reference to an Exhibit to CIT's Form S-3
                                  filed September 24, 1998).

                   4.2            Form of Indenture dated as of September 24, 1998 by and
                                  between Tyco Capital Corporation (formerly known as The CIT
                                  Group, Inc.) and Bank One Trust Company, N.A., as trustee,
                                  for the issuance of unsecured and unsubordinated debt
                                  securities (Incorporated by reference to an Exhibit to CIT's
                                  Form S-3 filed September 24, 1998).

                   4.3            Form of Indenture dated as of September 24, 1998 by and
                                  between Tyco Capital Corporation (formerly known as The CIT
                                  Group, Inc.) and The Bank of New York, as trustee, for the
                                  issuance of unsecured and senior subordinated debt
                                  securities (Incorporated by reference to an Exhibit to CIT's
                                  Form S-3 filed September 24, 1998).

                   4.4            Certain instruments defining the rights of holders of Tyco
                                  Capital's long-term debt, none of which authorize a total
                                  amount of indebtedness in excess of 10% of the total amounts
                                  of Tyco Capital and its subsidiaries on a consolidated basis
                                  have not been filed in exhibits. Tyco Capital agrees to
                                  furnish a copy of these agreements to the Commission upon
                                  request.

                  10.1            Agreement, dated as of June 1, 2001, between CIT Holdings
                                  (NV) Inc., a wholly-owned subsidiary of Tyco International
                                  Ltd., and Tyco Capital Corporation (formerly known as The
                                  CIT Group, Inc.), a Nevada corporation, regarding
                                  transactions between CIT Holdings and Tyco Capital
                                  (Incorporated by reference to Exhibit 10.13 to Form 8-K
                                  filed by Tyco Capital on June 7, 2001).

                  12              Computation of Ratios of Earnings to Fixed Charges (Filed
                                  herewith).

                  23.1            Consent of PricewaterhouseCoopers LLP (Filed herewith).

                  23.2            Consent of KPMG LLP (Filed herewith).
</Table>

                                       79
<Page>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<Table>
<S>                                                    <C>  <C>
                                                       TYCO CAPITAL CORPORATION

                                                       By:              /s/ MARK H. SWARTZ
                                                            -----------------------------------------
                                                                          Mark H. Swartz
                                                                          VICE PRESIDENT
                                                                    (DULY AUTHORIZED OFFICER)

                                                       By:             /s/ JOSEPH M. LEONE
                                                            -----------------------------------------
                                                                         Joseph M. Leone
                                                                   EXECUTIVE VICE PRESIDENT AND
                                                                     CHIEF FINANCIAL OFFICER
                                                                      (PRINCIPAL ACCOUNTING
                                                                      AND FINANCIAL OFFICER)
</Table>

December 28, 2001

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on December 28, 2001 in
the capacities indicated below.

<Table>
<Caption>
                        NAME                                               TITLE
                        ----                                               -----
<C>                                                    <S>

               /s/ L. DENNIS KOZLOWSKI
     -------------------------------------------       Chairman and Director
                 L. Dennis Kozlowski

              /s/ ALBERT R. GAMPER JR.
     -------------------------------------------       President, Chief Executive Officer and
                Albert R. Gamper Jr.                     Director (principal executive officer)

                 /s/ MARK H. SWARTZ
     -------------------------------------------       Director
                   Mark H. Swartz

                 /s/ JOSEPH M. LEONE                   Executive Vice President, Chief Financial
     -------------------------------------------         Officer (principal financial and accounting
                   Joseph M. Leone                       officer) and Director

                  /s/ J. BRAD MCGEE
     -------------------------------------------       Director
                    J. Brad McGee
</Table>

                                       80