Presentation

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

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

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.

Timothy M. Donahue

Former Executive Chairman of Sprint Nextel

Corporation

Tyco Director since March 2008

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

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

ADT Corporation

Board of Directors & Consultant

Edward D. Breen

Chairman and Chief Executive Officer of Tyco since July 2002

Consultant

Robert M. Dutkowsky

Chief Executive Officer of Tech Data Corporation

since October 2006

Kathleen W. Hyle

Former Senior Vice President and Chief Operating

Officer of Constellation Energy Group, Inc.

Bridgette P. Heller

Executive Vice President of Merck & Co, Inc. and

President of Merck Consumer Care

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

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

Fire & Security Information

Fire & Security

Strategic Priorities Support Our Vision

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

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 *

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

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

Fire & Security Non-Executive Chairman Elect

Chairman and Chief Executive Officer of Tyco since July 2002

Michael E. Daniels

Senior Vice President, Global Technology Services at IBM

Tyco Director since March 2010

George R. Oliver *

Chief Executive Officer Elect

Joined Tyco in 2006. Currently serving as President of

Tyco’s Fire & Security segment

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

Former Chairman, President and Chief Executive Officer of

Dow Chemical Company

Tyco Director since March 2007

R. David Yost

Former President and Chief Executive Officer of

AmerisourceBergen

Tyco Director since March 2009

Sandra S. Wijnberg

Chief Administrative Officer of Aquiline Holdings LLC

Tyco Director since March 2003

Board of Directors

Fire & Security Board of Directors

Rajiv L. Gupta

Former Chairman and Chief Executive Officer of Rohm and

Haas Company

Tyco Director since March 2005

* Board Nominees

Brian Duperreault

President, Chief Executive Officer and Director of Marsh &

McLennan Companies Inc.

Tyco Director since March 2004

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

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

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

$ Billions

*Operating

margin

before

special

items

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*

$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

Lines of Business

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

Fire Protection

Products

FY11 Revenue =

$950 Million

Security

Products

FY11 Revenue =

$400 Million

Life Safety

Products

FY11 Revenue =

$400 Million

Non-GAAP Reconciliation

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

534

460

Flow Control

114

100

413

410

496

Electrical and Metal Products

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

167

Restructuring charges in cost of sales and SG&A

Other additional charges resulting from restructuring actions

(Gains)/losses on divestitures, net

(246)

(225)

(39)

Acquisition / Integration costs

Goodwill impairment

2,641

Intangible impairment

ERISA insurance recovery

(1)

Note receivable write-off

Legacy legal items

(7)

115

Asset Impairment charges

Separation costs

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.

Non-GAAP Reconciliation

Fire & Security Q1 FY12

(in millions)

(Unaudited)

Future Segments*

ROW

Systems Installation

Global

Corporate

& Services

Products

and Other

Revenue

Net Revenue

$962

$1,069

$461

$2,492

ROW

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

Acquisition / Integration costs

Asset Impairment charges

Separation costs

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.

Non-GAAP Reconciliation

Fire & Security Q1 FY11

(in millions)

(Unaudited)

Future Segments*

ROW

Systems Installation

Global

Corporate

& Services

Products

and Other

Revenue

Net Revenue

$979

$1,062

$401

$347

$2,789

ROW

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

(11)

(Gains) / losses on divestitures, net

(258)

(246)

Note receivable write-off

Legacy legal items

(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.

Non-GAAP Reconciliation

Fire & Security 2011

(in millions)

(Unaudited)

Future Segments*

ROW

Systems Installation

Global

Corporate

& Services

Products

and Other

Revenue

Net Revenue

$4,022

$4,483

$1,757

$347

$10,609

ROW

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

(8)

Restructuring charges in cost of sales and SG&A

(Gains) / losses on divestitures, net

(253)

(225)

Acquisition / Integration costs

Note receivable write-off

Legacy legal items

Separation costs

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.

Non-GAAP Reconciliation

Fire & Security 2010

(in millions)

(Unaudited)

Future Segments*

ROW

Systems Installation

Global

Corporate

& Services

Products

and Other

Revenue

Net Revenue

$3,784

$4,339

$1,529

$1,408

$11,060

ROW

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

Restructuring charges in cost of sales and SG&A

(Gains) / losses on divestitures, net

(49)

(39)

ERISA insurance recovery

(1)

Separation Costs

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.

Non-GAAP Reconciliation

Fire & Security 2009

(in millions)

(Unaudited)

Future Segments*

ROW

Systems Installation

Global

Corporate

& Services

Products

and Other

Revenue

Net Revenue

$3,931

$4,280

$1,537

$1,400

$11,148

ROW

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

100

167

Restructuring charges in cost of sales and SG&A

Other additional charges resulting from restructuring actions

(Gains) / losses on divestitures, net

Goodwill impairment

1,139

567

935

2,641

Intangible impairment

Legacy legal items

115

Asset Impairment charges

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

Flow Control

(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)

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)

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

306

331

451

Special Items included in GAAP Operating Income:

Restructuring, net

Restructuring charges in cost of sales and SG&A

(1)

Other additional charges resulting from restructuring actions

(Gains)/losses on divestitures, net

(8)

Acquisition / integration costs

Asset impairment charges

For the Fiscal Years Ended

For the Quarters Ended

Supplemental Information

Flow Control Q1 FY12

(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

Valves &

Thermal

Water &

Controls

Env. Systems

Corporate

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

$542

$225

$159

$926

Valves &

Thermal

Water &

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%

5.7%

($20)

N/M

$98

10.6%

Special Items included in GAAP Operating Income:

Restructuring, net

(1)

Supplemental Information

Flow Control Q1 FY11

(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

Env. Systems

Corporate

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

$467

$176

$183

$826

Valves &

Thermal

Water &

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

Restructuring charges in cost of sales and SG&A

(1)

Asset impairment charges

Supplemental Information

Flow Control 2011

(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

Other

(8)

Valves &

Thermal

Water &

Controls

Env. Systems

Corporate

Revenue -

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

$2,215

$734

$699

$3,648

Valves &

Thermal

Water &

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

(Gains) / losses on divestitures, net

(8)

Acquisition / integration costs

Asset impairment charges

Supplemental Information

Flow Control 2010

(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

Other

(7)

Valves &

Thermal

Water &

Controls

Env. Systems

Corporate

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

$1,990

$603

$788

$3,381

Valves &

Thermal

Water &

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

Restructuring charges in cost of sales and SG&A

(1)

Other additional charges resulting from restructuring actions

Asset impairment charges

Supplemental Information

Flow Control 2009

(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

Other

(21)

Valves &

Thermal

Water &

Controls

Env. Systems

Corporate

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

$2,279

$576

$637

$3,492

Valves &

Thermal

Water &

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

(1)

Restructuring charges in cost of sales and SG&A

Other additional charges resulting from restructuring actions

Non-GAAP Measures

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."