Tyco Announces Shareholder Approval Of Spinoffs

Tyco International today announced that its shareholders have approved the spinoffs of its North American ADT business and its flow control business. As a result, the Company expects to complete the distributions of equity interests in The ADT Corporation ("ADT") and Tyco Flow Control International Ltd. ("Flow Control"), the wholly-owned subsidiaries formed to hold the North American residential and small business security and flow control businesses, respectively, as scheduled on September 28, 2012 (the distribution date) to shareholders of record on September 17, 2012.

As previously announced, immediately following the Flow Control distribution, Pentair, Inc. ("Pentair") will merge with and into a wholly-owned subsidiary of Flow Control (the "Merger"). At the shareholder meeting called to approve the distributions, shareholders also elected Mr. George Oliver and Mr. Frank Drendel to serve as directors beginning on the distribution date, approved two ordinary cash dividend payments in the amount of $0.15 per share per quarter to be paid on November 15, 2012 (to shareholders of record on October 16, 2012) and February 20, 2013 (with a record date to be announced in the future), and approved the Tyco International Ltd. 2012 Stock and Incentive Plan effective as of the distribution date.

The Company also provided an update to its 2012 fiscal fourth quarter guidance. The Company previously expected revenue in the Fire & Security segment to be approximately $2.75 billion, with operating margin before special items expanding 50 basis points year over year to 13.5%. During the quarter, the Company determined that certain aged receivables related to security contracts in China may not be collectible. As a result, the Company expects to record a charge between $40 and $60 million to increase its reserve for these receivables, and, based on revenue expected from these projects in the quarter, has decreased its revenue guidance by approximately $25 million. The Company now expects to report an operating margin before special items in its Fire & Security segment of approximately 11.2% to 12.0% due solely to the charge described above. In addition, the Company previously expected total organic revenue growth of approximately 2.5% year over year in its ADT North American Residential and Small Business segment with operating margin before special items expanding 125 to 150 basis points. Due to recent developments related to certain legal matters in the segment, including the potential settlement of a lawsuit related to the Telephone Consumer Protection Act, the Company expects to increase its litigation reserve by $15 to $17 million. As a result, the Company now expects operating margin before special items in this segment to decline between 50 and 75 basis points year over year to approximately 23.5% to 23.75% due solely to the charge described above. Organic revenue growth expectations remain unchanged. Guidance for the Flow Control segment remains unchanged.

The completion of the distributions and the Merger remain subject to certain conditions, including the conditions described in the agreement governing the Merger (including the absence of a material adverse event in respect of Pentair or Flow Control), the absence of legal restraints and similar prohibitions that would prevent the distributions, the absence of any stop order suspending the effectiveness of the registration statements filed with the SEC, and similar customary conditions. Further details regarding the distributions and the Merger are available in a proxy statement that the Company filed with the SEC and mailed to its shareholders on or about August 6, 2012, and in other documents filed by the Company, ADT, Flow Control and Pentair with the SEC. Copies of documents filed by the Company, ADT and Flow Control with the SEC are available on the Company's website at www.tyco.com and on the SEC's website at www.sec.gov.