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EXHIBIT 99.2

TYCO AND CIT UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The accompanying unaudited pro forma combined financial information relates
to the merger of The CIT Group, Inc. with and into Tyco Acquisition Corp. XIX
(NV), a wholly-owned subsidiary of Tyco International Ltd, which was consummated
on June 1, 2001. In the merger, each share of CIT common stock, other than
shares owned by The Dai-Ichi Kangyo Bank Limited, was exchanged for 0.6907 of a
Tyco common share. Shares of CIT common stock owned by Dai-Ichi (which
constitute 71 million of the outstanding shares) were purchased by Tyco
Acquisition immediately prior to the merger for $35.02 per share in cash. In
addition to the CIT common stock, there were outstanding shares of exchangeable
stock issued by CIT Exchangeco Inc., an indirect subsidiary of CIT. Each
exchangeable share outstanding was exchangeable for one share of CIT common
stock. Each exchangeable share is now exchangeable for 0.6907 of a Tyco common
share. The merger is being accounted for in accordance with the purchase method
of accounting. Accordingly, the accompanying unaudited pro forma combined
financial information gives effect to the transaction in accordance with the
purchase method of accounting. Pursuant to Rule 11-02 of Regulation S-X, the
unaudited pro forma combined financial information excludes extraordinary items
and cumulative effect of accounting changes.

The unaudited pro forma combined financial information should be read in
conjunction with:

1. Tyco's audited Consolidated Financial Statements, including the
accounting policies and notes thereto, included in its Annual Report on
Form 10-K for the fiscal year ended September 30, 2000,

2. Tyco's unaudited Consolidated Financial Statements and notes thereto
included in its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2001,

3. CIT's audited Consolidated Financial Statements, including the notes
thereto, included in its Annual Report on Form 10-K for the year ended
December 31, 2000, and

4. CIT's unaudited Consolidated Financial Statements and notes thereto
included in its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2001.

The following unaudited pro forma combined financial information sets forth
the combined results of operations for the fiscal year ended September 30, 2000
and the nine months ended June 30, 2001, as if the merger had occurred at the
beginning of fiscal 2000. Prior to the merger, CIT had a December 31 year end,
which differs from Tyco's September 30 fiscal year end. The unaudited pro forma
combined statements of continuing operations for the fiscal year ended
September 30, 2000 and the nine months ended June 30, 2001 include the
historical results of operations for CIT for the year ended December 31, 2000
and the eight months ended June 1, 2001, respectively. Accordingly, the results
for the quarter ended December 31, 2000 for CIT have been included in the
operating results for the year ended September 30, 2000 and in the operating
results for the eight months ended June 1, 2001.

The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the operating results that would have actually
occurred if the acquisition had been consummated as of the beginning of the
periods presented, nor is it necessarily indicative of future operating results.

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UNAUDITED PRO FORMA COMBINED STATEMENTS OF CONTINUING
OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2001
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
PRO FORMA PRO FORMA
TYCO CIT ADJUSTMENTS(2) COMBINED
--------- -------- -------------- ---------

REVENUES
Net revenue..................................... $25,695.2 $ -- $ -- $25,695.2
Finance income.................................. 417.9 3,690.0 4,107.9
Other income.................................... 95.9 454.8 550.7
Net gain on sale of shares of subsidiary........ 64.1 -- 64.1
Net gain on sale of businesses and
investments................................... 276.6 -- 276.6
--------- -------- ------- ---------
Total revenues.............................. 26,549.7 4,144.8 -- 30,694.5

COSTS AND EXPENSES
Cost of revenue................................. 15,901.1 -- -- 15,901.1
Selling, general, administrative expenses and
other costs and expenses...................... 4,962.7 1,760.9 55.2 (3) 6,774.0
(4.8)
Interest and other financial charges, net....... 736.1 1,674.9 96.1 (4) 2,507.1
Provision for credit losses..................... 18.6 280.2 -- 298.8
Merger, restructuring and other non-recurring
charges, net.................................. 8.1 -- -- 8.1
Write-off of purchased in-process research and
development................................... 184.3 -- -- 184.3
Charges for the impairment of long-lived
assets........................................ 27.9 -- -- 27.9
--------- -------- ------- ---------
Total costs and expenses.................... 21,838.8 3,716.0 146.5 25,701.3
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES AND MINORITY INTEREST................... 4,710.9 428.8 (146.5) 4,993.2
Income taxes.................................... (1,294.2) (182.5) 31.8 (5) (1,444.9)
Minority interest............................... (40.0) (4.9) (3.0) (47.9)
--------- -------- ------- ---------
INCOME FROM CONTINUING OPERATIONS............... $ 3,376.7 $ 241.4 $(117.7) $ 3,500.4
========= ======== ======= =========
Income from continuing operations per common
share(1):
Basic......................................... $ 1.91 $ 1.86
Diluted....................................... $ 1.89 $ 1.83
Weighted-average number of common shares(1):
Basic......................................... 1,764.2 1,882.4
Diluted....................................... 1,790.1 1,908.3
</Table>

See notes to unaudited pro forma combined financial information.

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UNAUDITED PRO FORMA COMBINED STATEMENTS OF CONTINUING
OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
PRO FORMA PRO FORMA
TYCO CIT ADJUSTMENTS(2) COMBINED
--------- -------- -------------- ---------

REVENUES
Net revenue..................................... $28,931.9 $ -- $ -- $28,931.9
Finance income.................................. -- 5,248.4 -- 5,248.4
Other income.................................... -- 912.0 -- 912.0
Net gain on issuance of common shares by
subsidiary.................................... 1,760.0 -- -- 1,760.0
--------- -------- ------- ---------
Total revenues.............................. 30,691.9 6,160.4 -- 36,852.3

COSTS AND EXPENSES
Cost of revenue................................. 17,931.2 -- -- 17,931.2
Selling, general, administrative expenses and
other costs and expenses...................... 5,252.0 2,422.0 86.5 (3) 7,741.3
(19.2)
Interest and other financial charges, net....... 769.6 2,497.7 160.8 (4) 3,428.1
Provision for credit losses..................... -- 255.2 -- 255.2
Merger, restructuring and other non-recurring
charges, net.................................. 175.3 -- -- 175.3
Charges for the impairment of long-lived
assets........................................ 99.0 -- -- 99.0
--------- -------- ------- ---------
Total costs and expenses.................... 24,227.1 5,174.9 228.1 29,630.1
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES AND MINORITY INTEREST................... 6,464.8 985.5 (228.1) 7,222.2
Income taxes.................................... (1,926.0) (373.9) 49.0 (5) (2,250.9)
Minority interest............................... (18.7) -- (11.9) (30.6)
--------- -------- ------- ---------
INCOME FROM CONTINUING OPERATIONS............... $ 4,520.1 $ 611.6 $(191.0) $ 4,940.7
========= ======== ======= =========
Income from continuing operations per common
share(1):
Basic......................................... $ 2.68 $ 2.71
Diluted....................................... $ 2.64 $ 2.68
Weighted-average number of common shares(1):
Basic......................................... 1,688.0 1,821.0
Diluted....................................... 1,713.2 1,846.2
</Table>

See notes to unaudited pro forma combined financial information.

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(1) The unaudited pro forma combined per share amounts are based on the pro
forma combined weighted-average number of common shares which equals Tyco's
weighted-average number of common shares outstanding for the period plus the
total number of Tyco common shares that were delivered to CIT stockholders
in the merger and may be delivered upon the exchange of CIT's exchangeable
shares, weighted for the period they were not outstanding. CIT Exchangeco
exchangeable shares were exchangeable for shares of CIT common stock on a
1:1 basis. The number of shares delivered in the merger and that may be
delivered upon the exchange of the exchangeable shares is based on the CIT
stockholders and holders of the exchangeable shares receiving 0.6907 Tyco
common shares for each share of CIT common stock or exchangeable share held.
Immediately prior to the consummation of the merger, a subsidiary of Tyco
purchased 71 million shares of CIT from Dai-Ichi Kangyo Bank Limited for
$35.02 per share in cash. For purposes of the unaudited pro forma combined
financial information, the actual number of Tyco common shares issued plus
the number of Tyco common shares that may be delivered upon exchange of the
exchangeable shares was used. This amount is 132,970,380 Tyco common shares.

(2) There were no material transactions between Tyco and CIT during any of the
periods presented. Minority interest expense has been reclassified on CIT's
statements of operations in the unaudited pro forma combined financial
statements on a basis consistent with Tyco's financial statements.

(3) For purposes of the unaudited pro forma combined financial information, the
excess of the purchase price over the book value of net assets acquired of
CIT has been recorded as goodwill and other intangible assets, which are
amortized over estimated useful lives of 5 to 40 years.

(4) The increase in interest expense reflects the purchase of 71 million shares
for $35.02 per share funded with Tyco's commercial paper program.

(5) The income tax benefit relates to the assumed increase in interest expense,
slightly offset by the tax effect of the minority interest reclassification.