Slide 1: Pentair and Tyco Flow: A Powerful Combination, A Stronger Future
Exhibit 99.2 PENTAIR AND TYCO FLOW A Powerful Combination, A Stronger Future MARCH 28, 2012 PENTAIR & TYCO FLOW
Slide 2: Randall J. Hogan and Edward D. Breen
Randall J. Hogan Edward D. Breen Chairman and Chairman and Chief Executive Officer Chief Executive Officer Pentair, Inc. Tyco International, Ltd. PENTAIR & TYCO 2 FLOW
Slide 3: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS FORWARD-LOOKING STATEMENTS This presentation may contain certain statements about Pentair, Inc. (“Pentair”), Tyco Flow Control International Ltd. (“Tyco Flow”) and Tyco International Ltd. (“Tyco”) that are “forward-looking statements” within the meaning of the U.S. Private
Slide 4: Great Industrial Combination
GREAT INDUSTRIAL COMBINATION 1 A World-Leading ~$7.7B* Industrial Growth Company 2 Well-Positioned to Serve the “New” New World - Growing Population and Wealth of Developing Economies 3 Strong from the Start - More Global, More Diverse and More Scale 4 Stronger in the Future - Substantial Synergies
Slide 5: Transaction Summary
TRANSACTION SUMMARY • Stock-for-stock exchange using Reverse Morris Trust structure • The Tyco Flow Control business will be distributed to Tyco International Structure and shareholders through a tax-free spin-off; then immediately merged with Pentair Consideration • Total Consideration approximatel
Slide 6: Edward D. Breen
Edward D. Breen Chairman and Chief Executive Officer Tyco International, Ltd. PENTAIR & TYCO 6 FLOW
Slide 7: Transaction Consideration
TRANSACTION CONSIDERATION • Implies total value for Tyco Flow of ~$4.9B*, before the benefit of synergies - 52.5% ownership in the total merged company - Pentair assumes $275M of Tyco’s net debt and $94M of minority interest • Expected close at the end of September 2012, consistent with overall timi
Slide 8: Significant Benefits to Tyco Shareholders
SIGNIFICANT BENEFITS TO TYCO SHAREHOLDERS • Majority Ownership of the Highly Attractive Tyco Flow/Pentair Combined - Stronger,Company more attractive competitor than Tyco Flow on standalone basis - Forms a premier global leader in flow, filtration & equipment solutions - Greater exposure to higher g
Slide 9: Randall J. Hogan
Randall J. Hogan Chairman and Chief Executive Officer Pentair, Inc. PENTAIR & TYCO 9 FLOW
Slide 10: Two Global Leaders
TWO GLOBAL LEADERS Emerging Presence in STRENGTHENS A Global Leader in Industrial Industrial FLUID Valves and Controls Fluid Processing Solutions PROCESS SOLUTIONS A Global Leader in Water Flow EXTENDS WATER Strong Regional Leader in and Filtration Applications OFFERINGS Water and Environmental Solu
Slide 11: Strong Strategic Fit
STRONG STRATEGIC FIT COMBINED COMPANY 2012 pro forma PROJECTED SALES SALES ~$7.7B* Technical PENTAIR Products, SALES BY ~30% Water & Equipment SEGMENT Fluid Protection Solutions, Projected 2012 Sales: ~$3.7B ~70% Solutions, Water & ~25% Fluid Solutions, ~45% Flow Control, ~30% Water & Environ., TYCO
Slide 12: Serving Highly Attractive Growth Sectors
SERVING HIGHLY ATTRACTIVE GROWTH SECTORS DIVERSE VERTICALS SECULAR TRENDS DRIVING COMBINED 2012 pro forma PROJECTED SALES MIX DEMAND Industrial ü Performance & Comm’l, ü Efficiency Quality ü Hazardous Infrastructure, ~10% ~10% Energy Industrial, ü Efficiency ~35% ü Unconventional Residential, ü Tech
Slide 13: Expanded Global Reach
EXPANDED GLOBAL REACH ~40% ~25% US & CANADA FAST GROWTH ~35% REGIONS ü Significant US Residential Installed Base DEVELOPED ü Rising GDP and ü US Industrial Sector REST OF WORLD Urbanization Driving Strength Infrastructure, Energy ü Continued Increase in & Water Demands Demand for Oil and Gas, ü Robu
Slide 14: Positioned to Serve the "New" New World
POSITIONED TO SERVE THE “NEW” NEW WORLD Increasing Population and Wealth >4 Billion Reaching Needs and Wants Are Middle Class Globally Driving Demand of the “New” New World Food Energy Infrastructure/Industry (Transportation and Manufacturing) & Resource Scarcity Quality of Life Industrialization In
Slide 15: Value Creation Roadmap
VALUE CREATION ROADMAP NEW CLEAR VISION, PERFORM AT A EXECUTE OUR LEVERAGE CONSISTENT HIGHER LEVEL PROVEN COMBINED STRATEGY STRATEGY STRENGTHS Clear, Simple, Global Focus on Key Value Based on the Pentair Shared Vision and Vision based on “New” Creation Metrics: Integrated Management “Win-Right” Cul
Slide 16: Substantial Value-Creation Opportunities
SUBSTANTIAL VALUE-CREATION OPPORTUNITIES • Both Companies’ Shareholders Expected to Benefit From Structure – Tax-Free Distribution and Merger • Immediate, Substantial Synergies Anticipated – 1/3 of Synergies ‘Day One’ with One Corporate Structure + Greater Tax Efficiencies – $250M Expected Annual Sy
Slide 17: Integration Leadership
INTEGRATION LEADERSHIP INTEGRATION TEAM Reporting Directly to Chairman/CEO Integration Team Will Consist INTEGRATION LEADER of Program Management Office (PMO) ~25 - 40 Proven Leaders Valves Water & Thermal & Pentair • Primary Focus on Business Controls Environ. Structure, Process Standardization, In
Slide 18: Pentair Integrated Management System
PENTAIR INTEGRATED MANAGEMENT SYSTEM Building Growth Capabilities Prioritizing Investments & Innovation Attracting and Developing Top Talent Safety, Quality, Delivery, Cost and Cash Focus LEAN ENTERPRISE Proven PIMS Framework To Drive Value PENTAIR & TYCO 18 FLOW
Slide 19: Revenue Synergies … Further Upside
REVENUE SYNERGIES … FURTHER UPSIDE (NOT IN SYNERGY NUMBERS) • Oil and Gas • Valves 1 Separation Oil & Gas • Heat Mgmt • Protective • Sensing & Enclosures Controls • Gas Recovery Power • Broad Service 2 • Dewatering ... Capabilities … A FEW CROSS-SELLING EXAMPLES 3 • Water Supply & • Transport & Disp
Slide 20: A "Win-Win" Combination
A “WIN-WIN” COMBINATION PENTAIR TYCO SHAREHOLDERS SHAREHOLDERS • More exposure to attractive markets • Majority ownership of more attractive and customers company vs. standalone • Expected higher earnings and greater • Expected higher earnings from the start end-market diversity in future and more p
Slide 21: John L. Stauch
John L. Stauch Chief Financial Officer Pentair, Inc. PENTAIR & TYCO 21 FLOW
Slide 22: Financially Compelling
FINANCIALLY COMPELLING • Transaction Consideration ~$4.9B* ($4.5B in equity; $275M in net debt and $94M in minority interest assumed) – ~8.8x Expected SpinCo Tyco Flow 2012 EBITDA**, plus Day 1 Cost Avoidance Synergy – Favorable to Both Pentair’s and Tyco Flow’s Shareholders • Expect Highly Accretiv
Slide 23: Transaction Consideration
TRANSACTION CONSIDERATION TYCO FLOW EBITDA** IMPLIED EBITDA MULTIPLES TEV = ~$4.9B* ~$515M ~$555M ~9.5x ~8.8x Includes Plus Day 1 ~$80M Cost Standalone Avoidance Corp Costs Synergy Average ~9.2x 2012 2012 at 2012 at 2012 “SpinCo” “SpinCo” “SpinCo” “SpinCo” Adj Adj + “Day 1” Cost EBITDA EBITDA Avoida
Slide 24: Value Creation Potential
VALUE CREATION POTENTIAL ANTICIPATED PRE-TAX RUN-RATE SYNERGY SYNERGIES ESTIMATE • Operating/G&A Cost Synergies: ~$160M ~$250M – Direct/Indirect Sourcing Opportunities – Lean/PIMS in Factories: Deploy in Tyco Flow Tax Synergies – IT/Finance/HR Standardization – Management and Regional Business Integ
Slide 25: Cost Synergy Drivers
COST SYNERGY DRIVERS EXPECTED • Direct/Indirect Sourcing SYNERGIES – Benefit from Global Procurement and Indirect Sourcing Capabilities ~$250M – Leverage Company-Wide Standard Vendor Lists Tax – Insource/Resource Common Buys Synergies • Operations / Lean ~$200M Direct/ Indirect – PIMS Works … Proven
Slide 26: Strong Cash Flow Generation
STRONG CASH FLOW GENERATION PRO FORMA EBITDA CAPITAL OF COMBINED COMPANY PROJECTION ALLOCATION OF COMBINED COMPANY ~$1.7B • Target Solid Investment Grade Rating ~$1.3B • Committed to Dividend Growth Yr 1 Cost (36 Straight Years of Increases) Synergies + Growth ~$1.1B – Expect Annual Dividend to Equa
Slide 27: Exciting Value Creation Potential
EXCITING VALUE CREATION POTENTIAL Estimated • Expect Long Term Sales Growth of ~5 to 7% 2013 Revenue >$8B • Enriched Mix of Businesses, Verticals and Geographies Combined • Opportunity to Deploy Capital Structure to Drive Growth 2013 EBITDA ~$1.3B in Platforms and Run-Rate Return Cash to Shareholder
Slide 28: Randall J. Hogan
Randall J. Hogan Chairman and Chief Executive Officer Pentair, Inc. PENTAIR & TYCO 28 FLOW
Slide 29: Combined Pentair and Tyco Flow
COMBINED PENTAIR AND TYCO FLOW BY PLATFORM BY GEOGRAPHY BY APPLICATION COMBINED 2012 pro forma PROJECTED COMBINED 2012 pro forma PROJECTED COMBINED 2012 pro forma PROJECTED SALES MIX SALES MIX SALES MIX Developed Comm’l, Equipment Non-US, ~10% Protection ~15% Infrastructure, Solutions, Water & ~10%
Slide 30: In Summary
IN SUMMARY • Two Global Industrial Leaders - Strong Alignment with Mega Trends - Positive 2012 and Beyond Outlook for Both Companies • Combined Strengths = Unique Value Creation Potential - $7.7B* Global Industrial Leader Serving High Growth, Attractive Markets - Leading Company with Strong Filtrati
Slide 31: Appendix
Appendix PENTAIR & TYCO 31 FLOW
Slide 32: Transaction Structure
TRANSACTION STRUCTURE “REVERSE MORRIS TRUST” POST- Step 1 TRANSACTION CLOSING Tyco Pentair Shareholders Tyco Shareholders Shareholders Tyco $275M net debt ~52.5% ~47.5% pushdown Ownership Ownership Other Tyco Tax-free Tyco Tyco Flow Control Businesses spin-off Shareholders Step 2 Tyco Pentair Shareh
Slide 33: GAAP to Non-GAAP Reconciliation
GAAP TO NON-GAAP RECONCILIATION PENTAIR & TYCO 33 FLOW
Slide 34: GAAP to Non-GAAP Reconciliation
GAAP TO NON-GAAP RECONCILIATION The table above sets forth a summary of certain combined financial data of the flow control business of Tyco International Ltd. ("Flow Control"). The historical selected combined financial data have been prepared to include all of Tyco’s flow control business, and are
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