Johnson Controls International Plc · NYSE:JCI
Johnson Controls International — Tyco International — Merger or Acquisition (April 2012)
20 slides from Johnson Controls International's merger presentation, Apr 10, 2012
Slide 1: The ADT Corporation Form 10
Exhibit 99.2 The ADT April 10, 2012 Corporation Form 10
Slide 2: Forward-Looking Statements
Forward-Looking This “estimate”, (and following and to: Adverse Negative Significant General Unanticipated Failure Changes Future The Actual Financial be http://investors.tyco.com/ 2Tyco obtained assumptions impacts ability subsequently presentation isopportunities results to under economic affects
Slide 3: Important Information
Important In its THE TRANSACTIONS. (www.sec.gov) D.C. Tyco 3offconnection stockholders. transactions. 20549. SEC and its Information CAREFULLY directors, Please with once Information BEFORE the call Investors such executive proposed the AND documents MAKING SEC concerning and IN transactions, at off
Slide 4: Contents
Contents Non-Financial Summary Risk Business Details Executive Description Financial Selected Capitalization Pro completed Management’s Historical Fiscal & Reflects Assumed 4Footnote Q1 Forma Factors 2011 2007-2011 2009–2011 Regarding combined historical disclosures of Overview Information allocatio
Slide 5: ADT at a Glance
ADTmarket 2011 6.4M 25% Trusted Highly 5Sustained revenue At customers, profitable and Agrowth Glance well-known share of $3.1B; substantially subscriber of in accounts the89% U.S. brand based of and larger which Canada revenue business than is recurring nearest per model customer competitor (ARPU)
Slide 6: Leading Residential & Small Business Security Provider in U.S. and Canada
Leading Residential U.S. 2011 Market 25% $12.5B 66% 3% of Thousands Vivint Sources: Industry Large, Security Fragmented New 6ADT Others & 2% technologies Share Isstable Canada Size 4% APosition service Characteristics ADT Monitronics Clear by & Protection competitive market Small Analysis, Competito
Slide 7: ADT Strengths
ADTbelieve Attractive Experienced Industry Nationwide We 7Strong Strengths Brand leading business ADT our footprint management Supported monitoring solutions is amodel clear of branch Byteam with and leader capabilities Attractive services, strong offices, with in the proven cash Business allow fiel
Slide 8: Our Strategic Priorities
Our Strategic Strengthen Invest Grow Manage Improve Increase Explore 8“Creating customer inother costs average share penetration customer Growth Customers & Priorities Grow adjacent associated ofbase monthly monitored Platforms tenure the of through For markets households Support Core with Life” rec
Slide 9: An Experienced Management Team
An Experienced Naren Steve Sales Administration Operations Gribbon Gursahaney Shawn Development ADT (TBA) CEO Management Lucht Finance Marketing Optimization Legal TeamHR Kathryn and Corporate Mikells David Business Bleisch Anita Graham Don Boerema Mark Edoff
Slide 10: ADT Financial Overview
ADT $Total FY09 $2.2 $2.6 $3.1 Operating 89% Strong ~ — FY11 Single 10Billions $0.9 FY11 Majority *Free recurring Operating Revenue effective FY10 billion digit cash operating free cash Highlights cash flow used FY11 cash annually flow revenue book Overview tax generation toflow* cash isacquire rate
Slide 11: Key Performance Measures
KeyContinuously Customer 971 1,088 459 507 464 Direct *Gross 13.3% 14.3% Attrition Total At Thousands 4,753 FY09 $36.10 $35.92 $37.24 ARPU *Includes 11 Year 1,025 491 566 Performance Number FY10 FY10* Dealer 13.0% adds End 597 Additions acquired 6,285 FY11 excluding FY11 OfBalancing 6,351 Customers
Slide 12: Preliminary Pro Forma Capitalization
$Preliminary Pro FY11 Debt Line We *the 12inIncludes amount expect Forma Millions of /Pro EBITDA* CAPEX** measure. ** bulk EBITDA* Credit EBITDA Forma accountto Cash Debt Forof Pro enter a$750 cash Forma $2,500 $300 $1,506 $902 1.7x includes into million purchases. Cash anrelated reconciliation outl
Slide 13: Strong Capital Structure and Financial Flexibility
Strong $2.5 Capital Financial ADT Flexibility Management Investment *Free 13 billion expected cash Balance Structure structure Flexibility is flow Grade offurther and term toSheet isexpected Provides have Board Rating adebt Non-GAAP enhanced significant to atExpected to Financial continuously separa
Slide 14: Effective Tax and Cash Tax Rate Outlook
Effective Carve-out The Tax — 14 Assumes Does carryforwards combined not and financial ADT include Cash financial was in Tax statements additional the aRate statements separate combined Outlook reflect pre-existing taxpayer reflect financial tax attributes and antax statements effective standalone c
Slide 15: Effective Tax Rate and Cash Tax Rate Outlook (continued)
Themillions) (in September 2011 Income Effective 15 post–spin following 2010 before tax taxes Tax and Cash 2009 30, expense For paid Cash Rate tax table September taxes-as Tax the carryforwards (federal, 37.7% Tax Rate reflects (228) Fiscal reported Rate 2.6% 39.9% 24, (159) Years state the Outlook
Slide 16: Next Steps
NextFlow File SEC Future Issuance Settlement Execution IRS Customary Final Shareholder Effectiveness Distribution On-Track 16 rulings Review Steps approval updates ofTo Control of of –regulatory new and approval of ADT Tyco Complete of Tyco offrom to spin-co Documents tax ADT Registration include Do
Slide 17: Appendix
Appendix
Slide 18: Non-GAAP Financial Measures
Non-GAAP In financial GAAP, performance We service EBITDA excludes assets, There including and FCF from available Furthermore, than The 18 this believe by tables the is operating are presentation, amortization considering defined in and most measures depreciation for excludes depreciation material a
Slide 19: ADT EBITDA Reconciliation
ADT (in For December 2011 Net Interest Income Operating Depreciation Amortization EBITDA Special Restructuring Broadview Total 19 millions) the Income 2010 EBITDA Special Quarters Items expense, tax asincome- 30, 2011 related expense as reported & Items of Included and December reported Reconciliati
Slide 20: ADT Free Cash Flow Reconciliation
ADT For (in 30, FCF Dealer purchases Subscriber Capital Net 20 millions) 2011 the cash $Free 87 generated Quarters expenditures 24, provided $164 Cash system 110 2010 December 129 $Flow Ended customer 537 30, by assets 581 5operating Reconciliation 2011 $1532 December For 269 31 81accounts 24, 511 t
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