News Release Details

MINNEAPOLIS, April 24, 2012 /PRNewswire via COMTEX/ --Pentair, Inc. (NYSE: PNR) today announced first quarter 2012 sales of $858 million, an increase of 9 percent from the prior year quarter. Earnings per diluted share ("EPS") for the first quarter were $0.61 compared to $0.51 of EPS in the first quarter last year. When adjusted to exclude acquisition related costs and specific tax benefits, first quarter 2012 EPS were $0.64, up 23 percent from adjusted EPS of $0.52 in the first quarter of last year.

"The first quarter was a solid start to the year. Despite continued softness in Western Europe and lower flood-related residential pump sales, we delivered another quarter of strong operating performance," said Randall J. Hogan, Pentair chairman and chief executive officer. "Excellent execution of pricing and productivity initiatives, coupled with the benefits from our repositioning efforts, drove adjusted operating margins higher as we continue to invest in the innovation, brands and global capabilities that we believe position us well to deliver long-term sustainable growth."

The company delivered operating income of $85 million in the quarter, down 1 percent from $86 million in the same quarter last year. After excluding $12 million of acquisition related costs in the first quarter 2012, operating income was $97 million, up 10 percent, and operating margins expanded 20 basis points to 11.3 percent. Pricing and productivity gains more than offset material inflation and higher labor costs. The company reported an effective tax rate of approximately 13 percent. After adjusting to exclude specific tax benefits, the effective tax rate was approximately 20 percent in the quarter.

Free cash flow in the quarter was a usage of $82 million, reflecting normal seasonality and timing of cash flows. The company expects to deliver full year free cash flow greater than 100 percent of net income.

FIRST QUARTER BUSINESS HIGHLIGHTS

Water & Fluid Solutions sales grew 14 percent year-over-year to $587 million, with the Clean Process Technologies ("CPT") acquisition adding 13 percentage points and a negative one-percentage point impact from foreign exchange. In fast growth regions, Water sales grew 41 percent, largely driven by the CPT acquisition. Within Water & Fluid Solutions, the first quarter sales performances were as follows:

• Flow sales, which accounted for approximately 40 percent of Water & Fluid Solutions sales, were down 3 percent versus the prior year quarter, as lower flood-related and municipal pump sales offset the benefit from the CPT acquisition.
• Treatment/Process sales, which accounted for approximately 40 percent of Water & Fluid Solutions sales, were up 34 percent from last year, benefiting from the CPT acquisition. Sales in industrial, energy, and foodservice grew double digits in the quarter, more than offsetting lower sales in Western Europe.
• Aquatic (previously named Pool) sales, which accounted for approximately 20 percent of Water & Fluid Solutions sales, were up 18 percent year-over-year, driven by pool dealer expansion and continued strong demand for Pentair's energy efficient pool products and solutions.

Water & Fluid Solutions' first quarter operating income totaled $64 million, up 13 percent as compared to $57 million in the same period last year. Operating margins decreased by 20 basis points to 10.8 percent, as CPT seasonality negatively impacted margins. Pricing and productivity initiatives more than offset inflation during the quarter.

Technical Products delivered first quarter 2012 sales of $271 million, down 1 percent versus the prior year quarter, including a one-percentage point unfavorable impact from foreign exchange.

• While strong demand continued in many of the end-markets served, including double-digit growth in industrial and energy, softness in Western Europe and an end-of-life communications program drove sales lower. Sales in commercial and infrastructure grew mid-single digits in the first quarter compared to the prior year quarter.

Technical Products' first quarter operating income totaled $50 million, up 5 percent compared to $48 million in the same quarter last year. First quarter 2012 operating margins increased to a quarterly record of 18.6 percent, an increase of 110 basis points when compared to the prior year quarter. Pricing and productivity gains more than offset material inflation and higher labor costs.

OUTLOOK

The company is updating its full year 2012 EPS outlook to a range of $2.62 to $2.77. Excluding the first quarter acquisition related costs and specific tax benefits, the company's full year 2012 adjusted EPS outlook is now $2.65 to $2.80 to reflect first quarter results and modestly higher estimated number of diluted shares. This represents an increase of 10 to 16 percent from 2011 adjusted EPS of $2.41. The company anticipates full year 2012 sales of approximately $3.7 billion and adjusted operating profits to be consistent with previously provided outlook.

In addition, the company introduced second quarter 2012 EPS guidance of $0.79 to $0.82, up 5 to 9 percent versus the same quarter last year. Second quarter 2012 sales are expected to be up 6 to 8 percent over last year's quarter to a range of $965 million to $980 million.

Both the full year and second quarter outlook do not include any future impact from the pending merger with Tyco International's Flow Control business, as announced and detailed in the press release on March 28.

"The start of the year showed great PIMS execution and nice growth in our core business. Growth initiatives are yielding results, with increasing contributions from agriculture, energy and industrial process, all areas where we have been investing in innovation and global capabilities," continued Hogan. "We will continue to drive margin expansion through greater productivity and operational efficiencies, and we believe we're well positioned to continue to deliver sustainable, profitable growth in 2012."

OTHER ITEMS

On March 28, 2012, Pentair and Tyco International Ltd. ("Tyco") announced a definitive agreement to combine Tyco's Flow Control business with Pentair in a tax-free, all-stock merger. Upon completion of the transaction, Pentair shareholders will own approximately 47.5 percent of the combined company and Tyco shareholders will own approximately 52.5 percent.

"We are very excited about the pending merger with Tyco's Flow Control business. We believe this transaction is a great strategic fit, as it increases our global presence and exposure to high growth, attractive sectors. Planning is underway and we remain on-track for end of September closing. I am also pleased to announce our new integration leader, Todd Gleason, reporting directly to me. As a proven Pentair executive, Todd will lead a team of functional and business leaders, including those from Tyco Flow once the transaction closes," said Hogan.

EARNINGS CONFERENCE CALL

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company's performance and first quarter 2012 results on a two-way conference call with investors at 11 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investors section of the company's website shortly before the call begins. Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentation, both of which can be found on Pentair's website. The webcast and presentation will be archived at the company's website following the conclusion of the event.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This communication 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 Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the "Merger"), the anticipated timing and benefits of the Merger, Pentair's and Tyco Flow's anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "intends", "will", "likely", "may", "anticipates", "estimates", "projects", "should", "would", "expect", "positioned", "strategy", "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the completion of the Merger and actions related thereto; Pentair's and Tyco's ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentair's or Tyco Flow's operations; Pentair's and Tyco Flow's ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on Pentair's or Tyco Flow's businesses; the risk that disruptions from the transaction will harm Pentair's or Tyco Flow's business; Pentair's, Tyco Flow's and Tyco's plans, objectives, expectations and intentions generally; and other factors detailed in Pentair's and Tyco's reports filed with the U.S. Securities and Exchange Commission ("the SEC"), including their Annual Reports on Form 10-K under the caption "Risk Factors". Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.

ADDITIONAL INFORMATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or proxy. The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders will be submitted to a vote of Tyco shareholders. In connection with the Merger, Tyco Flow will file a registration statement on Form S-4 with the SEC. Such registration statement will include a proxy statement of Pentair that also constitutes a prospectus of Tyco Flow, and will be sent to Pentair shareholders. In addition, Tyco Flow will file with the SEC a Form 10 and Tyco will file a proxy statement with the SEC related to the proposed distribution of the Tyco Flow shares that will be sent to Tyco shareholders. Shareholders of Pentair and Tyco are urged to read the proxy statements and other documents filed with the SEC when they become available because they will contain important information about Pentair, Tyco Flow, Tyco and the proposed transactions. Shareholders will be able to obtain copies of these documents (when they are available) and other documents filed with the SEC with respect to Pentair, Tyco Flow and Tyco free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416, or by calling (763) 545-1730,or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200.

PARTICIPANTS IN THE SOLICITATION

Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012 and definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 16, 2011 and definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statements when it becomes available.

ABOUT PENTAIR, INC.

Pentair (www.pentair.com) is a global diversified industrial company headquartered in Minneapolis, Minnesota. Pentair Water and Fluid Solutions is a leading provider of innovative water and fluid processing products and solutions used in a wide range of applications. Pentair Technical Products is a leading provider of products that enclose and protect some of the world's most sensitive electronics and electrical equipment, ensuring their safe, secure and reliable performance. With 2011 revenues of $3.5 billion, Pentair employs over 15,000 people worldwide.

PENTAIR CONTACTS: Sara Zawoyski Vice President, Investor Relations Tel.: 763-656-5575 Email: [email protected]

Betsy Day Manager, Corporate Communications Tel.: 763-656-5537 Email: [email protected]

SOURCE Pentair, Inc.