425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2012

Tyco International Ltd.

(Exact name of registrant as specified in its charter)

Switzerland	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836

(Commission

File Number)

Freier Platz 10

CH-8200 Schaffhausen, Switzerland

(Address of Principal Executive Offices, including Zip Code)

41-52-633-02-44

(Registrant’s telephone number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On May 8, 2012, Tyco International Ltd. (“Tyco”) issued a press release announcing that it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) seeking approval by its shareholders for its previously announced plan to spin-off The ADT Corporation (“ADT”) and Tyco Flow Control International Ltd. (“Tyco Flow Control”), the election of two nominees to its board of directors effective upon the completion of the spin-offs and certain related matters. In addition, Tyco announced today its board appointees to The ADT Corporation. A copy of the press release is attached hereto as Exhibit 99.1

In connection with the filing of the preliminary proxy materials, Tyco provided presentation materials related to the progress on the planned separation into three independent companies on its investor relations website. A copy of the presentation materials is attached hereto as Exhibit 99.2.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K relating to Tyco’s intention to spin-off ADT and Tyco Flow Control and its intention to effect a merger between Tyco Flow Control and Pentair, Inc. (“Pentair”) are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current beliefs, assumptions, and available information. Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in forward-looking statements and none of Tyco, ADT, Tyco Flow Control or Pentair undertakes to update such statements, except as required by law. For further information regarding risks and uncertainties related to Tyco’s businesses, see the “Risk Factors” section of its Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2012 filed with the SEC.

Additional Information

In connection with the proposed spin-off transactions, a preliminary proxy statement for the stockholders of Tyco has been filed with the SEC. Tyco will mail the final proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION, TYCO’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SPIN-OFF TRANSACTIONS. Investors and security holders may obtain, without charge, a copy of the proxy statement, as well as other relevant documents containing important information about Tyco at the SEC’s website (http://www.sec.gov). You may also read and copy any reports, statements and other information filed by Tyco at the SEC public reference room at 100 F. Street, N.E., Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for further information.

Tyco and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed spin-off transactions. Information concerning the interests of Tyco’s participants in the solicitation is set forth in Tyco’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and in the proxy statement relating to the spin-off transactions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Tyco International Ltd., dated May 8, 2012, announcing filing of preliminary proxy materials and related matters
99.2	Presentation of Tyco International Ltd., dated May 8, 2012

SIGNATURES

Pursuant to the requirements 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.

Date: May 8, 2012	TYCO INTERNATIONAL LTD.
	By:	/s/ John S. Jenkins, Jr.
	Name:	John S. Jenkins, Jr.
	Title:	Vice President and Corporate Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	News Media	Investor Relations
	Paul Fitzhenry	Antonella Franzen
	609-720-4261	609-720-4665
		Joe Longo 609-720-4545

Tyco International Files Preliminary Proxy in Connection with

Proposed Separation into Three Independent Companies

– – –

Post-separation dividend proposed for Fire & Security Company

Board of Directors Named for Fire & Security Company and The ADT Corporation

SCHAFFHAUSEN, Switzerland – May 8, 2012 – Tyco International Ltd. (NYSE: TYC) today announced that it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission (SEC) seeking approval by the company’s shareholders for its previously announced plan to separate into three independent companies.

Under the plan announced on September 19, 2011, Tyco will spin off its North American residential and small business security company and its flow control business by means of tax-free stock dividends to Tyco shareholders. In addition, as announced on March 28, 2012, Tyco will combine its flow control business with Pentair, Inc. in a tax-free all-stock merger that will occur immediately following the dividend distribution of the flow control business.

In connection with the proposed merger between Pentair and the flow control business, registration statements have been filed with the SEC.

“The filing of our preliminary proxy marks another milestone in our progress toward separating Tyco into three independent companies,” said Tyco Chairman and Chief Executive Officer Ed Breen. “We have completed the process of selecting the leadership teams and boards of directors for Fire & Security and ADT and remain on track to complete the separation at the end of September.”

Dividend Proposal for the Fire & Security Company

Tyco has also proposed for shareholder approval a post-separation quarterly dividend of $0.15 per share payable to Tyco shareholders on November 15, 2012 and February 20, 2013. These dividends would only be payable upon completion of the separation and would replace the previously approved Tyco International dividend payments for the same dates.

1

Board Nominees for Fire & Security Company

Tyco’s proxy filing includes a proposal for the election of two nominees to the board of directors of the Fire & Security public company, which will consist of nine current members of the Tyco International board and the two nominees as follows:

Edward D. Breen, Tyco’s current chairman and chief executive officer, who will become non-executive chairman of Fire & Security upon the completion of the separation. Breen has served as a Tyco director since 2002;

Michael E. Daniels, senior vice president of global technology services at IBM and a Tyco director since 2010;

Frank M. Drendel, (director nominee) founder and non-executive chairman of the board of CommScope Holding Company, Inc.;

Brian Duperreault, president, chief executive officer and director of Marsh & McLennan Companies, Inc. and a Tyco director since 2004;

Rajiv L. Gupta, former chairman and chief executive officer of Rohm and Haas Company and a Tyco director since 2005;

John A. Krol, former chairman and chief executive of E.I. du Pont de Nemours & Company and a Tyco director since 2002;

George R. Oliver (director nominee), current president of Tyco’s Fire & Security segment, who will become chief executive officer of Fire & Security upon the completion of the separation;

Brendan R. O’Neill, former chief executive officer of Imperial Chemical Industries and a Tyco director since 2003;

William S. Stavropoulos, former chairman, president and chief executive officer of Dow Chemical Company and a Tyco director since 2007;

Sandra S. Wijnberg, chief administrative officer of Aquiline Holdings LLC and a Tyco director since 2003;

R. David Yost, former president and chief executive officer of AmerisourceBergen and a Tyco director since 2009.

Board Appointees for The ADT Corporation

Separately, Tyco also announced today the appointment of the following individuals to the board of directors of The ADT Corporation:

Thomas J. Colligan, former vice chairman and partner of PricewaterhouseCoopers LLP;

Timothy M. Donahue, former executive chairman of Sprint Nextel Corporation and a Tyco director since 2008;

Robert M. Dutkowsky, chief executive officer of Tech Data Corporation;

Bruce S. Gordon, former president and chief executive officer of the NAACP and a Tyco director since 2003. Mr. Gordon will become non-executive chairman of the board of The ADT Corporation upon completion of the separation;

2

Naren K. Gursahaney, current president of Tyco’s ADT segment. Mr. Gursahaney will become chief executive officer of The ADT Corporation upon completion of the separation;

Bridgette P. Heller, executive vice president of Merck & Co, Inc. and president of Merck Consumer Care;

Kathleen W. Hyle, former senior vice president and chief operating officer of Constellation Energy Group Inc.;

Dinesh Paliwal, chairman of the board, chief executive officer and president of Harman International Industries, Incorporated, and a Tyco director since 2011.

These individuals will constitute The ADT Corporation board upon the completion of the separation. In addition, as previously announced, Tyco chairman and CEO Ed Breen will become a consultant to The ADT Corporation following the separation.

Completion of the transactions is subject to a number of conditions, including effectiveness of the registration statements filed with the SEC, receipt of necessary tax rulings, approval by Tyco shareholders of the spinoffs by way of tax-free dividend distributions, approval by Pentair shareholders of the merger with Tyco’s flow control business, and other customary conditions.

Copies of the proxy materials are available at www.sec.gov. Additionally, the proxy materials and accompanying explanatory slides can be found on the Investor Relations portion of Tyco’s website at www.tyco.com.

Tyco does not intend to comment publicly about the preliminary proxy, The ADT Corporation Form 10, the Flow Control/Pentair registration statements or related transactions other than through its filings with the SEC, which will be available at www.sec.gov.

OTHER IMPORTANT INFORMATION

In connection with the proposed spin-off transactions, a preliminary proxy statement for the stockholders of Tyco has been filed with the U.S, Securities and Exchange Commission (the SEC). Tyco will mail the final proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION, TYCO’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED SPIN-OFF TRANSACTIONS. Investors and security holders may obtain, without charge, a copy of the proxy statement, as well as other relevant documents containing important information about Tyco at the SEC’s website (http://www.sec.gov). You may also read and copy any reports, statements and other information filed by Tyco at the SEC public reference room at 100 F. Street, N.E., Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for further information.

Tyco and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed spin-off transactions. Information concerning the interests of Tyco’s participants in the solicitation is set forth in Tyco’s proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and in the proxy statement relating to the spin-off transactions.

3

FORWARD-LOOKING STATEMENTS

This press release contains a number of forward-looking statements. Words, and variations of words such as “expect”, “intend”, “will”, “anticipate”, “believe”, “confident”, “continue”, “propose” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements addressing Tyco’s future financial condition and operating results, the health and growth prospects of the industries and end markets in which Tyco operates, Tyco’s intent to spin-off of its flow control and North American residential security businesses, and subsequently merge flow control and Pentair Inc., revenue and growth expectations for the three independent companies following the transactions, the expectation that the transactions will be tax-free, statements regarding the leadership, resources, potential, priorities, and opportunities for the independent companies following the transactions, the expected credit profile of the three independent companies following the transactions, the expected benefits of the transactions to each of the two companies, and the timing of the proposed transactions and events required to effect the transactions. The forward-looking statements in this press release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations. Such risks and uncertainties, include, but are not limited to: economic, business, competitive, technological or regulatory factors that adversely impact Tyco or the markets and industries in which it competes, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transactions; adverse effects on the market price of Tyco’s common stock or operating results because of a failure to complete the proposed transactions; failure to realize the expected benefits of the proposed transactions; significant transaction costs and/or unknown liabilities resulting from the proposed transactions; unanticipated expenses related to the proposed transactions, such as litigation or legal settlement expenses; failure to obtain tax rulings or tax law changes in connection with the proposed transactions; changes in capital market conditions that may affect proposed debt refinancing related to the proposed transactions; the impact of the proposed transactions on the company’s employees, customers and suppliers; future opportunities that Tyco’s board may determine present greater potential to increase shareholder value; and the ability of the companies to operate independently following the proposed transactions. Actual results could differ materially from anticipated results. More detailed information about these and other factors is set forth in Tyco’s Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2011 and in subsequent filings with the Securities and Exchange Commission. We undertake no duty to update any forward-looking statement to conform this statement to actual results or changes in the company’s expectations, except as required by law.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. (NYSE: TYC) is a diversified company that provides vital products and services to customers around the world. Tyco is a leading provider of security products and services, fire protection and detection products and services, and industrial valves and controls. Tyco had 2011 revenue of approximately $17.4 billion and has more than 100,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

###

4

EX-99.2

May 8, 2012

Progressing Towards Separation

Exhibit 99.2

Failure to obtain necessary regulatory approvals or to satisfy any of the

other conditions to the proposed transactions;

Adverse impacts on the market price of our common stock and on our

operating results because of a failure to complete the proposed

transactions;

Failure to realize the expected benefits of the proposed transactions;

Negative impacts of announcement or consummation of the proposed

transactions on the market price of the company’s common stock;

Significant transaction costs and/or unknown liabilities;

General economic and business conditions that impact the companies in

connection with the proposed transactions;

Unanticipated expenses such as litigation or legal settlement expenses;

Failure to obtain tax rulings or tax law changes;

Changes in capital market conditions that may impact proposed debt

refinancings;

The impacts of the proposed transactions on the company’s employees,

customers and suppliers;

Future opportunities that the company’s board may determine present

greater potential to increase shareholder value; and

The ability of the companies to operate independently following the

transactions.

Tyco is under no obligation (and expressly disclaims any obligation)

to update its forward-looking statements.

Forward-Looking Statements / Safe Harbor

Forward-Looking Statements / Safe Harbor

2

This presentation contains a number of forward-looking statements.  Words, and variations of words, such as “expect”, “intend”, “will”, “anticipate”,

“believe”, “propose”, “potential”, “continue”, “opportunity”, “estimate”, “project” and similar expressions are intended to identify forward-looking 

statements.   Examples of forward-looking statements include, but are not limited to, our intent to spin-off ADT and Flow Control (and subsequently 

merge Flow Control with Pentair Inc.), the expectation that these transactions will be tax-free, statements regarding the leadership, resources, potential,

priorities, and opportunities for the companies following the spin-offs, statements regarding the credit profile of each of the companies following the spin-

offs, and the timing of the transactions.  The forward-looking statements in this press release are based on current expectations and assumptions that are

subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations.  Such risks and

uncertainties include, but are not limited to:

Actual results could differ materially from anticipated results.  For further information regarding risks and uncertainties related to Tyco’s businesses, please

refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Tyco’s SEC filings,

including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting Tyco’s

Investor Relations Department, Tyco International Management Company LLC, 9 Roszel Road, Princeton, New Jersey 08540 or at Tyco’s Investor

Relations website at: http://investors.tyco.com under the heading “Investor Relations” and then under the heading “SEC Filings.”

Tyco Flow Control has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before

you invest, you should read the prospectus in that registration statement and other documents Tyco Flow Control has filed with the SEC for more

complete information about Tyco Flow Control and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at

www.sec.gov. Alternatively, Tyco Flow Control will arrange to send you the prospectus if you request it by calling toll-free 1-800-320-2350. The

documents also are available by accessing Tyco’s web site at www.tyco.com.

Important Information

Important Information

3

In connection with the proposed transactions, Tyco has filed a preliminary proxy statement for the stockholders of Tyco with the Securities and

Exchange Commission (the “SEC”). Tyco will mail the final proxy statement to its stockholders.  BEFORE MAKING ANY VOTING DECISION,

TYCO’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH

THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE PROPOSED SPIN-OFF TRANSACTIONS.  Investors and security holders may obtain, without charge, a copy of the

proxy statement, as well as other relevant documents containing important information about Tyco at the SEC’s website (www.sec.gov) once such

documents are filed with the SEC.  You may also read and copy any reports, statements and other information filed by Tyco at the SEC public

reference room at 100 F. Street, N.E., Washington D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information.

Tyco and its directors, executive officers and other members of its management and employees may be deemed to be participants in the

solicitation of proxies from its stockholders in connection with the proposed spin-off transactions.  Information concerning the interests of Tyco’s

participants in the solicitation is set forth in the proxy statement relating to the transactions.

Today’s Announcement

Today’s Announcement

4

Registration Statements filed with the Securities and Exchange

Commission for Tyco Flow Control

Preliminary Proxy Statement filed in connection with Special

General Meeting of shareholders to be called for vote on the

proposed separation

ADT Corporation Board of Directors named (see slide 5)

New Nominees for Tyco Fire & Security Board of Directors named

(see slide 12)

Timothy M. Donahue

Timothy M. Donahue

Former Executive Chairman of Sprint Nextel

Corporation

Tyco Director since March 2008

Bruce S. Gordon

Bruce S. Gordon

Non-Executive Chairman Elect

Former President and Chief Executive Officer of the

NAACP

Former President of Retail Markets at Verizon

Communications, Inc.

Tyco Director since January 2003

Dinesh Paliwal

Dinesh Paliwal

Chairman of the Board, Chief Executive Officer and

President of Harman International Industries, Inc.

Former Executive at ABB, Ltd.

Tyco Director since March 2011

Post-Spin Board of Directors

Post-Spin Board of Directors

ADT Corporation

ADT Corporation

Board of Directors & Consultant 

Board of Directors & Consultant 

5

Edward D. Breen

Edward D. Breen

Chairman and Chief Executive Officer of Tyco since July 2002

Consultant

Consultant

Robert M. Dutkowsky

Robert M. Dutkowsky

Chief Executive Officer of Tech Data Corporation

since October 2006

Kathleen W. Hyle

Kathleen W. Hyle

Former Senior Vice President and Chief Operating

Officer of Constellation Energy Group, Inc.

Bridgette P. Heller

Bridgette P. Heller

Executive Vice President of Merck & Co, Inc. and

President of Merck Consumer Care

Naren Gursahaney

Naren Gursahaney

Chief Executive Officer Elect

Joined Tyco in 2003. Currently serving as President

of Tyco’s ADT North American Residential segment

Thomas J. Colligan

Thomas J. Colligan

Former Vice Chairman and Partner of

PricewaterhouseCoopers LLP

Details Regarding the Separation and the

Special General Meeting

Risk Factors Related to Proposed

Separation and our Business Following

the Separation

Information Regarding Tyco’s Current and

Future Management Team

Description of Separation and Related

Agreements

Selected Historical Financial Information

for ADT, Flow Control and Pentair

Proposals for Shareholder Vote

-

Approval of ADT distribution

-

Approval of Flow Control distribution

-

Election of Tyco Directors

-

Approval of ordinary cash dividends to replace

conditional dividends approved in March 2012

Pro

Forma

Financials

for

Tyco

–

giving

effect to the distribution of ADT and Flow

Control

-

Statement of Operations for last 3 fiscal years

-

Statement of Operations for fiscal Q1FY12 and

Q1FY11

-

Pro forma Balance Sheet as of December 30, 2011

Supplemental Pro Forma Financial

Information

-

Fiscal 2007-2011 annual periods and Q1 2012 &

Q1 2011 quarterly periods

-

Anticipated cash and capitalization, including debt

structure

Business Overview and Future Strategy

Transaction Information

Contents of Proxy Statement

Contents of Proxy Statement

6

Fire & Security Information

Overview

Tyco Fire & Security

World’s leading pure-play Fire & Security company

2011

pro-forma

revenue

of

$10.3B

*

of

which

45%

is

service revenue

69,000 employees

100+ countries served from 1,200+ office locations

More than 2.5M customers

Industry leading brands including Tyco Integrated

Security, SimplexGrinnell, Sensormatic, Wormald,

Scott, Ansul and ADT (outside of North America)

8

*Excludes Electrical and Metal Products business.  Majority interest was sold on December 22, 2010.

Fire & Security At A Glance

Fire & Security At A Glance

Fire & Security Strengths

Fire & Security Strengths

9

Leading market positions and brands

Global reach and significant scale of operations

Diverse portfolio of services and products

Diverse customer base

Strong cash flow supported by a stable, recurring

revenue base

Technology leader

Experienced management team

Modest Capital Requirements Provide A Very Attractive Return On Invested Capital

Fire & Security

Fire & Security

Strategic Priorities Support Our Vision

Strategic Priorities Support Our Vision

10

Accelerate high margin, recurring revenue growth

Expand emerging market presence & capabilities

Develop customer-focused solutions for vertical

markets

Use technology and innovation as enablers for

business transformation

Improve installation performance via better project

selectivity, pricing, and mix

Execute on operational improvement initiatives to

unlock value, enable growth, and improve flexibility

Pursue disciplined M&A to strengthen geographic

reach and technology portfolio

Manage/optimize small markets locally for value

Evaluate strategic exits from non-core businesses

Accelerate Growth

& Profitability

Drive Operational

Improvements

Optimize

The Portfolio

Building Upon Our Position As A Leading Provider of Fire & Security Products & Services

Fire & Security Management Team

Fire & Security Management Team

Brian

McDonald 

Executive Vice

President,

Chief

Operating

Officer

Installation &

Services *

Scott

Clements

President

Tyco Vertical

Market

Solutions

and Chief

Technology

Officer

Colleen

Repplier

President

Fire

Protection

Products

Judy

Reinsdorf

Executive

Vice

President

and General

Counsel *

Larry

Costello

Executive

Vice

President

and Chief

Human

Resources

Officer *

11

Mike Ryan

President Life

Safety

Products

Mark

VanDover

President

Security

Products

Arun

Nayar

Executive

Vice

President

and Chief

Financial

Officer *

John

Repko

Senior Vice

President

and Chief

Information

Officer

Vivek

Kamath

Senior Vice

President and

Chief

Procurement

Officer

*

Executive Officer

** Nominees

Edward D. Breen

Michael E. Daniels

Frank M. Drendel **

Brian Duperreault

Rajiv L. Gupta

John A. Krol

George R. Oliver **

Brendan R. O’Neill

William S. Stavropoulos

Sandra S. Wijnberg

R. David Yost

Board of Directors

Operating Leaders

Functional Leaders

George Oliver

George Oliver

CEO *

Currently President of Tyco

Fire & Security segment

Former President of Tyco

Fire Protection and

previously served as

President of Tyco Safety

Products and Electrical &

Metal Products

Held key operating roles in

several GE divisions

including CEO of GE Water &

Process Technologies and

CEO of GE Engine Services

Director of Atkore

International, Inc.

Edward D. Breen

Edward D. Breen

Fire & Security Non-Executive Chairman Elect

Chairman and Chief Executive Officer of Tyco since July 2002

Michael E. Daniels

Michael E. Daniels

Senior Vice President, Global Technology Services at IBM

Tyco Director since March 2010

George R. Oliver *

George R. Oliver *

Chief Executive Officer Elect

Joined Tyco in 2006. Currently serving as President of

Tyco’s Fire & Security segment

John A. Krol

John A. Krol

Former Chairman and Chief Executive Officer of E.I. du

Pont de Nemours & Company

Tyco Director since August 2002

William S. Stavropoulos

William S. Stavropoulos

Former Chairman, President and Chief Executive Officer of

Dow Chemical Company

Tyco Director since March 2007

R. David Yost

R. David Yost

Former President and Chief Executive Officer of

AmerisourceBergen

Tyco Director since March 2009

Sandra S. Wijnberg

Sandra S. Wijnberg

Chief Administrative Officer of Aquiline Holdings LLC

Tyco Director since March 2003

Board of Directors

Fire & Security Board of Directors

Fire & Security Board of Directors

12

Rajiv L. Gupta

Rajiv L. Gupta

Former Chairman and Chief Executive Officer of Rohm and

Haas Company

Tyco Director since March 2005

* Board Nominees

Brian Duperreault

Brian Duperreault

President, Chief Executive Officer and Director of Marsh &

McLennan Companies Inc.

Tyco Director since March 2004

Frank M. Drendel *

Frank M. Drendel *

Founder and Non-Executive Chairman of the Board of

CommScope Holding Company, Inc.

Former Chief Executive Officer of CommScope from 1976 -

2011

Former Chief Executive Officer of Imperial Chemical      

Industries

Tyco Director since March 2003

Brendan R. O’Neill

Total Revenue*

Fire & Security Overview

Fire & Security Overview

13

FY11 Segment Mix*

NA

Installation

& Services

39%

ROW

Installation

& Services

44%

$ Billions

*Excludes Electrical and Metal Products business.  Majority interest was sold on December 22, 2010.

Global

Products

17%

Operating Highlights

Strong cash flow generation

Over the cycle free cash flow

approximates net income

Capital expenditures ~4% sales

Annual corporate expense expected to be

~$225 million on stand-alone basis

Annual tax rate ~20%

$9.7

$9.7

$10.3

FY09

FY10

FY11

Installation & Services Business Overview

Installation & Services Business Overview

Lines of Business

Business Drivers

Recurring / services revenue

Fire codes & standards

Integrated solutions

Technology refresh, upgrade &

modification cycles

Retailer store performance and

growth

Commercial construction

Residential/Small Business

subscriber recurring revenue

Integrated solutions

Fire codes & standards

evolution

Accelerated infrastructure

growth and market expansion

in emerging markets (China,

Brazil, India, Middle East)

Technology refresh cycles

Retailer store performance and

growth

Security systems (intrusion,

access control, EAS, video)

and solutions

Maintenance and monitoring

services (includes Resi/Small

Business market outside North

America)

Fire detection and alarms

Fire sprinklers, extinguishers

and suppression systems

14

North America

Systems

Installation &

Services

FY11 Revenue =

$4.0 Billion

Rest of World

Systems

Installation &

Services

FY11 Revenue =

$4.5 Billion

Global Reach And Significant Scale Of Operations

Key Brands

Installation & Services Financial Overview

Installation & Services Financial Overview

15

$ Billions

$ Billions

*Operating

margin

before

special

items

is

a

non-GAAP

measure.

GAAP

operating

margin

was

9.5%,

9.5%

and

10.9%

for

FY09,

FY10

and

FY11,

respectively for NA Systems Installation & Services.  GAAP operating margin was N/M, 8.6% and 9.3% for FY09, FY10 and FY11, respectively

for ROW Systems Installation & Services. For a reconciliation, please see appendix.

N/M = not meaningful

North America

Systems

Installation &

Services

Rest of World

Systems

Installation &

Services

Total Revenue and Adj. Operating Margin*

Total Revenue and Adj. Operating Margin*

$4.3

$4.3

$4.5

5.9%

9.2%

11.5%

FY09

FY10

FY11

Revenue ($)

Adj. Operating Margin (%)

$3.9

$3.8

$4.0

10.5%

9.9%

11.0%

FY09

FY10

FY11

Revenue ($)

Adj. Operating Margin (%)

Global Products Business Overview

Global Products Business Overview

Lines of Business

Lines of Business

Key Brands

Key Brands

Growth in high hazard infrastructure

spending (e.g., Oil & Gas, Power)

Fire codes and standards evolution

Construction spending

New products for emerging markets

Security and IT integration

Wireless / mobile-enabled devices

Edge devices supporting analytics

capabilities

Technology acceleration

Suppression systems

Fire sprinklers

Fire extinguishers

Fire detection & alarms

Mechanical products

Intrusion

Access control

Video surveillance

Electronic article

surveillance

Respiratory protection

systems

Thermal imaging

technologies

Gas detection

equipment

Product replacement cycles

Government / municipal spending

Growth in high hazard infrastructure

spending (e.g., Oil & Gas, Power)

Technology advancements

Business Drivers

Business Drivers

16

Fire Protection

Products

FY11 Revenue =

$950 Million

Security

Products

FY11 Revenue =

$400 Million

Life Safety

Products

FY11 Revenue =

$400 Million

Global Products Financial Overview

Global Products Financial Overview

17

$ Billions

N/M = not meaningful

Total Revenue and Adj. Operating Margin*

Global

Products

$1.5

$1.5

$1.8

16.7%

16.5%

16.5%

FY09

FY10

FY11

Revenue ($)

Adj. Operating Margin (%)

*Operating margin before special items is a non-GAAP measure. GAAP operating margin was N/M, 16.0% and 16.8% for FY09, 

FY10 and FY11, respectively.  For a reconciliation, please see appendix.

Fire & Security

Fire & Security

Diversified & Balanced Portfolio

Diversified & Balanced Portfolio

Markets

Systems Install

Service

Global

Products

Diverse Revenue Base In Terms Of Geography And Markets

EMEA

North

America

Asia

Pacific

18

Latin

America

Geographic Mix

18%

18%

11%

11%

27%

27%

44%

44%

45%

45%

38%

38%

17%

17%

FY11 Revenue $10.3B

Fire & Security

Fire & Security

Leading Position in Global Markets

Leading Position in Global Markets

#1

#1

#1-2

5-6%

6-7%

7-8%

10%

19

~$40 Billion

~$30 Billion

~$30 Billion

Source:

IMS,

Management

Estimate

15%

9%

Market Size

Estimated

Tyco Market

Share

Market

Position

Market  CAGR

2011-15

Tyco Is A Leader In A $100 Billion Global Market

Installation

Services

Products

Fire & Security

Fire & Security

Preliminary Pro Forma Net Debt & Dividend Profile

Preliminary Pro Forma Net Debt & Dividend Profile

20

* Proposed Tyco Fire & Security quarterly dividend payment post separation

Net Debt   ($ in Millions)

Pro Forma Cash

Pro Forma Debt

$400

$1,500

Expected Quarterly Dividend Payment

As Proposed In Proxy Statement

November 15, 2012

$0.15/share *

February 20, 2013

$0.15/share *

In addition, the Board expects to propose an annual cash dividend to

shareholders at the next Annual General Meeting expected to take

place in March of 2013.

Appendix

22

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security

Fire & Security

(in millions)

(Unaudited)

December 30,

December 24,

September 30,

September 24,

September 25,

2011

2010

2011

2010

2009

Operating Income as reported on Form 10-Q filed Jan 31, 2012/10-K filed Nov. 16, 2011

  Security Solutions

339

347

1,361

$                  

1,090

$           

(514)

$             

  Fire Protection

144

88

534

460

20

  Flow Control

114

100

413

410

496

  Electrical and Metal Products

-

7

7

100

(938)

  Corporate and Other

(125)

164

*

(196)

*

(462)

(570)

Reconciling Adjustments to Pro Forma Operating Income in Tyco Proxy filed May 8, 2012:

  Distribution of ADT NA Residential

(193)

(178)

(761)

(575)

(546)

  Distribution of Flow Control

(110)

(97)

(385)

(388)

(483)

Operating Income/(Loss) As Shown Pro Forma on Tyco Proxy filed May 8, 2012

169

$                        

431

$                   

973

$                      

635

$               

(2,535)

$          

Restructuring, net

13

28

74

94

167

Restructuring charges in cost of sales and SG&A

-

-

2

9

26

Other additional charges resulting from restructuring actions

-

-

-

-

11

(Gains)/losses on divestitures, net

-

(246)

(225)

(39)

9

Acquisition / Integration costs

2

-

7

-

-

Goodwill impairment

-

-

-

-

2,641

Intangible impairment

-

-

-

-

65

ERISA insurance recovery

-

-

-

(1)

-

Note receivable write-off

-

5

5

-

-

Legacy legal items

-

(7)

20

-

115

Asset Impairment charges

23

-

-

-

10

Separation costs

32

-

24

10

-

Operating Income Before Special Items

239

$                        

211

$                   

880

$                      

708

$               

509

$               

For the Fiscal Year Ended

For the Quarters Ended

* Operating income for the quarter ended December 24, 2010 and the year ended September 30, 2011 included a gain of $259 million related to the sale of a

majority  interest of the Company's Electrical & Metal Products business.

23

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security Q1 FY12

Fire & Security Q1 FY12

(in millions)

(Unaudited)

Future Segments*

NA

ROW

Systems Installation

Systems Installation

Global

Corporate

& Services

& Services

Products

and Other

Revenue

Net Revenue

$962

$1,069

$461

$0

$2,492

0

NA

ROW

0

0

0

Systems Installation

Systems Installation

Global

Corporate

Operating

& Services

Margin

& Services

Margin

Products

Margin

and Other

Margin

Income

Margin

Operating Income (Loss) GAAP

$113

11.7%

$122

11.4%

$81

17.6%

($147)

N/M

$169

6.8%

Restructuring, net

1

6

1

5

13

-

Acquisition / Integration costs

1

1

-

2

-

Asset Impairment charges

1

2

20

23

Separation costs

32

32

-

Operating Income / Margin Before Special Items

$114

11.9%

$130

12.2%

$85

18.4%

($90)

N/M

$239

9.6%

* We continue to manage the business consistent with our segmentation as shown in our 8-K filed on January 31, 2012.

In connection with the spin-offs of our ADT NA Residential and Flow Control businesses, we will realign the operating and management structure of our businesses.

24

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security Q1 FY11

Fire & Security Q1 FY11

(in millions)

(Unaudited)

Future Segments*

NA

ROW

Systems Installation

Systems Installation

Global

Corporate

& Services

& Services

Products

and Other

Revenue

Net Revenue

$979

$1,062

$401

$347

$2,789

0

NA

ROW

0

0

0

Systems Installation

Systems Installation

Global

Corporate

Operating

& Services

Margin

& Services

Margin

Products

Margin

and Other

Margin

Income

Margin

Operating Income (Loss) GAAP

$111

11.3%

$77

7.3%

$78

19.5%

$165

N/M

$431

15.5%

Restructuring, net

3

30

(11)

6

28

-

(Gains) / losses on divestitures, net

12

(258)

(246)

-

Note receivable write-off

5

5

Legacy legal items

(7)

(7)

-

Operating Income / Margin Before Special Items

$114

11.6%

$119

11.2%

$67

16.7%

($89)

N/M

$211

7.6%

* We continue to manage the business consistent with our segmentation as shown in our 8-K filed on January 31, 2012.

In connection with the spin-offs of our ADT NA Residential and Flow Control businesses, we will realign the operating and management structure of our businesses.

25

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security 2011

Fire & Security 2011

(in millions)

(Unaudited)

Future Segments*

NA

ROW

Systems Installation

Systems Installation

Global

Corporate

& Services

& Services

Products

and Other

Revenue

Net Revenue

$4,022

$4,483

$1,757

$347

$10,609

0

NA

ROW

0

0

0

Systems Installation

Systems Installation

Global

Corporate

Operating

& Services

Margin

& Services

Margin

Products

Margin

and Other

Margin

Income

Margin

Operating Income (Loss) GAAP

$437

10.9%

$418

9.3%

$296

16.8%

($178)

N/M

$973

9.2%

Restructuring, net

6

63

(8)

13

74

-

Restructuring charges in cost of sales and SG&A

2

2

-

(Gains) / losses on divestitures, net

28

(253)

(225)

-

Acquisition / Integration costs

1

4

2

-

7

-

Note receivable write-off

5

5

-

Legacy legal items

20

20

-

Separation costs

24

24

-

Operating Income / Margin Before Special Items

$444

11.0%

$515

11.5%

$290

16.5%

($369)

N/M

$880

8.3%

* We continue to manage the business consistent with our segmentation as shown in our 8-K filed on January 31, 2012.

In connection with the spin-offs of our ADT NA Residential and Flow Control businesses, we will realign the operating and management structure of our businesses.

26

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security 2010

Fire & Security 2010

(in millions)

(Unaudited)

Future Segments*

NA

ROW

Systems Installation

Systems Installation

Global

Corporate

& Services

& Services

Products

and Other

Revenue

Net Revenue

$3,784

$4,339

$1,529

$1,408

$11,060

0

NA

ROW

0

0

0

Systems Installation

Systems Installation

Global

Corporate

Operating

& Services

Margin

& Services

Margin

Products

Margin

and Other

Margin

Income

Margin

Operating Income (Loss) GAAP

$361

9.5%

$375

8.6%

$245

16.0%

($346)

N/M

$635

5.7%

Restructuring, net

13

71

3

7

94

-

Restructuring charges in cost of sales and SG&A

2

7

9

-

(Gains) / losses on divestitures, net

(49)

5

5

(39)

-

ERISA insurance recovery

(1)

(1)

-

Separation Costs

10

10

Operating Income / Margin Before Special Items

$374

9.9%

$399

9.2%

$253

16.5%

($318)

N/M

$708

6.4%

* We continue to manage the business consistent with our segmentation as shown in our 8-K filed on January 31, 2012.

In connection with the spin-offs of our ADT NA Residential and Flow Control businesses, we will realign the operating and management structure of our businesses.

27

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Fire & Security 2009

Fire & Security 2009

(in millions)

(Unaudited)

Future Segments*

NA

ROW

Systems Installation

Systems Installation

Global

Corporate

& Services

& Services

Products

and Other

Revenue

Net Revenue

$3,931

$4,280

$1,537

$1,400

$11,148

0

NA

ROW

0

0

0

Systems Installation

Systems Installation

Global

Corporate

Operating

& Services

Margin

& Services

Margin

Products

Margin

and Other

Margin

Income

Margin

Operating Income (Loss) GAAP

$372

9.5%

($1,060)

N/M

($349)

N/M

($1,498)

N/M

($2,535)

N/M

Restructuring, net

19

100

24

24

167

-

Restructuring charges in cost of sales and SG&A

1

13

5

7

26

Other additional charges resulting from restructuring actions

10

1

11

-

(Gains) / losses on divestitures, net

6

3

9

-

Goodwill impairment

1,139

567

935

2,641

Intangible impairment

22

43

65

-

Legacy legal items

-

115

115

-

Asset Impairment charges

10

10

Operating Income / Margin Before Special Items

$414

10.5%

$251

5.9%

$257

16.7%

($413)

N/M

$509

4.6%

* We continue to manage the business consistent with our segmentation as shown in our 8-K filed on January 31, 2012.

In connection with the spin-offs of our ADT NA Residential and Flow Control businesses, we will realign the operating and management structure of our businesses.

Supplemental Information

Supplemental Information

Flow Control

Flow Control

28

(In millions)

(Unaudited)

December 30,

December 24,

September 30,

September 24,

September 25,

2011

2010

2011

2010

2009

GAAP Operating income as reported on Form 10-Q filed on January 31, 2012 or

Form 10-K filed November 16, 2011

114

$                 

100

$                 

413

$                   

410

$                   

496

$                   

  Goodwill impairment

-

(35)

(35)

-

-

  Corporate costs allocated by Tyco

(13)

(14)

(52)

(54)

(55)

  Corporate entities distributed to Flow Control

(2)

(1)

(5)

(6)

(8)

  Other

(1)

-

(15)

(19)

18

GAAP Operating income - as reported on Flow Control S-1 filed May 8, 2012

98

$                    

50

$                    

306

$                   

331

$                   

451

$                   

Special Items included in GAAP Operating Income:

Restructuring, net

-

1

11

26

15

Restructuring charges in cost of sales and SG&A

-

(1)

-

-

3

Other additional charges resulting from restructuring actions

-

-

-

1

5

(Gains)/losses on divestitures, net

-

-

(8)

-

-

Acquisition / integration costs

-

-

4

-

-

Asset impairment charges

-

35

35

1

-

For the Fiscal Years Ended

For the Quarters Ended

Supplemental Information

Supplemental Information

Flow Control Q1 FY12

Flow Control Q1 FY12

29

(In millions)

(Unaudited)

Revenue

Revenue - as reported on Tyco Form 8-K filed January 31, 2012

$923

Previous internal sales now reported as external sales

3

Valves &

Thermal

Water &

Controls

Controls

Env. Systems

Corporate

Revenue - as reported on Tyco Flow Control S-1 filed May 8, 2012

$542

$225

$159

-

$926

0

Valves &

Thermal

Water &

0

Operating

Controls

Margin

Controls

Margin

Env. Systems

Margin

Corporate

Margin

Income

Margin

GAAP Operating Income (Loss) - as reported on Tyco Flow Control S-1

filed May 8, 2012

$60

11.1%

$49

21.8%

$9

5.7%

($20)

N/M

$98

10.6%

Special Items included in GAAP Operating Income:

Restructuring, net

1

(1)

-

-

-

-

Supplemental Information

Supplemental Information

Flow Control Q1 FY11

Flow Control Q1 FY11

30

(In millions)

(Unaudited)

Revenue

Revenue - as reported on Tyco Form 8-K filed January 31, 2012

$826

Previous internal sales now reported as external sales

-

Valves &

Thermal

Water &

Controls

Controls

Env. Systems

Corporate

Revenue - as reported on Tyco Flow Control S-1 filed May 8, 2012

$467

$176

$183

-

$826

0

Valves &

Thermal

Water &

0

Operating

Controls

Margin

Controls

Margin

Env. Systems

Margin

Corporate

Margin

Income

Margin

GAAP Operating Income (Loss) - as reported on Tyco Flow Control S-1

filed May 8, 2012

$49

10.5%

$37

21.0%

($18)

N/M

($18)

N/M

$50

6.1%

Special Items included in GAAP Operating Income:

Restructuring, net

1

1

-

Restructuring charges in cost of sales and SG&A

(1)

(1)

-

Asset impairment charges

35

35

-

Supplemental Information

Supplemental Information

Flow Control 2011

Flow Control 2011

31

(In millions)

(Unaudited)

Revenue

Revenue -

as reported on Tyco Form 8-K filed January 31, 2012

$3,639

Previous internal sales now reported as external sales

17

Other

(8)

Valves &

Thermal

Water &

Controls

Controls

Env. Systems

Corporate

Revenue -

as reported on Tyco Flow Control S-1 filed May 8, 2012

$2,215

$734

$699

-

$3,648

0

Valves &

Thermal

Water &

0

Operating

Controls

Margin

Controls

Margin

Env. Systems

Margin

Corporate

Margin

Income

Margin

GAAP Operating Income (Loss) -

as reported on Tyco Flow Control S-1

filed May 8, 2012

$277

12.5%

$107

14.6%

$16

2.3%

($94)

N/M

$306

8.4%

Special Items included in GAAP Operating Income:

Restructuring, net

4

2

5

11

-

(Gains) / losses on divestitures, net

(8)

(8)

-

Acquisition / integration costs

3

1

4

-

Asset impairment charges

35

35

-

Supplemental Information

Supplemental Information

Flow Control 2010

Flow Control 2010

32

(In millions)

(Unaudited)

Revenue

Revenue - as reported on Tyco Form 8-K filed January 31, 2012

$3,373

Previous internal sales now reported as external sales

15

Other

(7)

Valves &

Thermal

Water &

Controls

Controls

Env. Systems

Corporate

Revenue - as reported on Tyco Flow Control S-1 filed May 8, 2012

$1,990

$603

$788

-

$3,381

0

Valves &

Thermal

Water &

0

Operating

Controls

Margin

Controls

Margin

Env. Systems

Margin

Corporate

Margin

Income

Margin

GAAP Operating Income (Loss) - as reported on Tyco Flow Control S-1

filed May 8, 2012

$248

12.5%

$74

12.3%

$100

12.7%

($91)

N/M

$331

9.8%

Special Items included in GAAP Operating Income:

Restructuring, net

18

2

3

3

26

-

Restructuring charges in cost of sales and SG&A

(1)

1

-

Other additional charges resulting from restructuring actions

1

1

-

Asset impairment charges

1

-

1

-

Supplemental Information

Supplemental Information

Flow Control 2009

Flow Control 2009

33

(In millions)

(Unaudited)

Revenue

Revenue - as reported on Tyco Form 10-K filed November 16, 2011

$3,495

Previous internal sales now reported as external sales

18

Other

(21)

Valves &

Thermal

Water &

Controls

Controls

Env. Systems

Corporate

Revenue - as reported on Tyco Flow Control S-1 filed May 8, 2012

$2,279

$576

$637

-

$3,492

0

Valves &

Thermal

Water &

0

Operating

Controls

Margin

Controls

Margin

Env. Systems

Margin

Corporate

Margin

Income

Margin

GAAP Operating Income (Loss) - as reported on Tyco Flow Control S-1

filed May 8, 2012

$372

16.3%

$79

13.7%

$87

13.7%

($87)

N/M

$451

12.9%

Special Items included in GAAP Operating Income:

Restructuring, net

9

3

4

(1)

15

-

Restructuring charges in cost of sales and SG&A

3

3

-

Other additional charges resulting from restructuring actions

1

4

5

-

Non-GAAP Measures

Non-GAAP Measures

34

In this presentation, Tyco has presented its operating margin before special items for its Fire & Security business and future reportable

segments. Special items include charges and gains related to divestitures, acquisitions, restructurings, impairments, certain changes

to accounting methodologies, legacy legal and tax charges and other income or charges that may mask the underlying operating results

and/or business trends of the company or business segment, as applicable. Tyco utilizes these measures to assess overall operating

performance and segment level core operating performance, as well as to provide insight to management in evaluating overall and segment

operating plan execution and underlying market conditions. Tyco also presents its effective tax rate and corporate expense as adjusted for

special items for consistency. One or more of these measures may be used as components in the company's incentive compensation plans.

These measures are useful for investors because they may permit more meaningful comparisons of Tyco’s underlying operating results and

business trends between periods. The difference between operating income and margin before special items and operating income and

margin (the most comparable GAAP measures) consists of the impact of the special items noted above on the applicable GAAP measure. 

The limitation of these measures is that they exclude the impact (which may be material) of items that increase or decrease the company's

reported operating income and margin. This limitation is best addressed by using the non-GAAP measures in combination with the most

comparable GAAP measures in order to better understand the amounts, character and impact of any increase or decrease on reported

results.  Tyco provides general corporate services to its segments and those costs are reported in the "Corporate and Other" segment. 

This segment's operating income (loss) is presented as "Corporate Expense."