Johnson Controls International Plc · NYSE:JCI
Johnson Controls International — Tyco International — Merger or Acquisition (May 2012)
34 slides from Johnson Controls International's merger presentation, May 9, 2012
Slide 1: Progressing Towards Separation
Exhibit 99.2 Progressing Towards Separation May 8, 2012
Slide 2: Forward-Looking Statements / Safe Harbor
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 ar
Slide 3: Important Information
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
Slide 4: Today's Announcement
Today’s Announcement 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
Slide 5: ADT Corporation Board of Directors & Consultant
ADT Corporation Board of Directors & Consultant Post-Spin Board of Directors Thomas J. Colligan Naren Gursahaney Former Vice Chairman and Partner of Chief Executive Officer Elect PricewaterhouseCoopers LLP Joined Tyco in 2003. Currently serving as President of Tyco’s ADT North American Residential s
Slide 6: Contents of Proxy Statement
Contents of Proxy Statement Transaction Information Fire & Security Information Details Regarding the Separation and the Pro Forma Financials for Tyco – giving Special General Meeting effect to the distribution of ADT and Flow Control Risk Factors Related to Proposed Separation and our Business Foll
Slide 7: Tyco Fire & Security Overview
Overview Tyco Fire & Security
Slide 8: Fire & Security At A Glance
Fire & Security At A Glance 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, Sim
Slide 9: Fire & Security Strengths
Fire & Security Strengths 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
Slide 10: Strategic Priorities Support Our Vision
Fire & Security Strategic Priorities Support Our Vision Accelerate high margin, recurring revenue growth Accelerate Growth Expand emerging market presence & capabilities & Profitability Develop customer-focused solutions for vertical markets Use technology and innovation as enablers for business tra
Slide 11: Fire & Security Management Team
Fire & Security Management Team George Oliver Functional Leaders CEO * Currently President of Tyco Judy Arun Larry Fire & Security segment Reinsdorf Nayar Costello Former President of Tyco Executive Executive Executive Fire Protection and Vice Vice Vice previously served as President President Presi
Slide 12: Fire & Security Board of Directors
Fire & Security Board of Directors Board of Directors Edward D. Breen Fire & Security Non-Executive Chairman Elect Chairman and Chief Executive Officer of Tyco since July 2002 Michael E. Daniels George R. Oliver * Senior Vice President, Global Technology Services at IBM Chief Executive Officer Elect
Slide 13: Fire & Security Overview
Fire & Security Overview Total Revenue* $ Billions $10.3 $9.7 $9.7 FY09 FY10 FY11 FY11 Segment Mix* Operating Highlights Strong cash flow generation Global Products NA Over the cycle free cash flow 17% Installation approximates net income & Services ROW 39% Capital expenditures ~4% sales Installatio
Slide 14: Installation & Services Business Overview
Installation & Services Business Overview Lines of Business Business Drivers Key Brands Recurring / services revenue North America Fire codes & standards Systems Security systems (intrusion, Integrated solutions Installation & access control, EAS, video) Technology refresh, upgrade & Services and so
Slide 15: Installation & Services Financial Overview
Installation & Services Financial Overview Total Revenue and Adj. Operating Margin* $ Billions $4.0 $3.9 $3.8 11.0% North America 10.5% Systems 9.9% Installation & Services FY09 FY10 FY11 Revenue ($) Adj. Operating Margin (%) Total Revenue and Adj. Operating Margin* $ Billions $4.5 Rest of World $4.
Slide 16: Global Products Business Overview
Global Products Business Overview Lines of Business Business Drivers Key Brands Fire Protection Suppression systems Growth in high hazard infrastructure Products Fire sprinklers spending (e.g., Oil & Gas, Power) Fire extinguishers Fire codes and standards evolution Fire detection & alarms Constructi
Slide 17: Global Products Financial Overview
Global Products Financial Overview Total Revenue and Adj. Operating Margin* $ Billions $1.8 $1.5 $1.5 16.7% Global 16.5% 16.5% Products FY09 FY10 FY11 Revenue ($) Adj. Operating Margin (%) *Operating margin before special items is a non-GAAP measure. GAAP operating margin was N/M, 16.0% and 16.8% fo
Slide 18: Diversified & Balanced Portfolio
Fire & Security Diversified & Balanced Portfolio FY11 Revenue $10.3B Geographic Mix Markets Asia Global Pacific Products North America Service 18% 17% Latin America 11% 44% 45% 38% 27% EMEA Systems Install Diverse Revenue Base In Terms Of Geography And Markets 18
Slide 19: Leading Position in Global Markets
Fire & Security Leading Position in Global Markets Installation Services Products Market Size ~$40 Billion ~$30 Billion ~$30 Billion 10% 15% 9% Estimated Tyco Market Share Market Position #1 #1 #1-2 Market CAGR 2011-15 5-6% 6-7% 7-8% Tyco Is A Leader In A $100 Billion Global Market 19 Source: IMS, M
Slide 20: Preliminary Pro Forma Net Debt & Dividend Profile
Fire & Security Preliminary Pro Forma Net Debt & Dividend Profile Net Debt ($ in Millions) Pro Forma Cash $400 Pro Forma Debt $1,500 Expected Quarterly Dividend Payment As Proposed In Proxy Statement November 15, 2012 February 20, 2013 $0.15/share * $0.15/share * In addition, the Board expects to pr
Slide 21: Appendix
Appendix
Slide 22: Non-GAAP Reconciliation
Non-GAAP Reconciliation Fire & Security (in millions) For the Quarters Ended For the Fiscal Year Ended (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 Securi
Slide 23: Non-GAAP Reconciliation Q1 FY12
Non-GAAP Reconciliation 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 Installatio
Slide 24: Non-GAAP Reconciliation Q1 FY11
Non-GAAP Reconciliation 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 Installat
Slide 25: Non-GAAP Reconciliation 2011
Non-GAAP Reconciliation 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 Install
Slide 26: Non-GAAP Reconciliation 2010
Non-GAAP Reconciliation 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 Insta
Slide 27: Non-GAAP Reconciliation 2009
Non-GAAP Reconciliation 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 Insta
Slide 28: Supplemental Information Flow Control
Supplemental Information Flow Control (In millions) (Unaudited) For the Quarters Ended For the Fiscal Years Ended 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 N
Slide 29: Supplemental Information Flow Control Q1 FY12
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 3 Valves & Thermal Water & Controls Controls Env. Systems Corporate Revenue - as reported on Tyco
Slide 30: Supplemental Information Flow Control Q1 FY11
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 Controls Env. Systems Corporate Revenue - as reported on Tyco
Slide 31: Supplemental Information Flow Control 2011
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 17 Other (8) Valves & Thermal Water & Controls Controls Env. Systems Corporate Revenue - as reporte
Slide 32: Supplemental Information Flow Control 2010
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 15 Other (7) Valves & Thermal Water & Controls Controls Env. Systems Corporate Revenue - as reporte
Slide 33: Supplemental Information Flow Control 2009
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 18 Other (21) Valves & Thermal Water & Controls Controls Env. Systems Corporate Revenue - as repo
Slide 34: Non-GAAP Measures
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 account
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