August 18, 2010 Analyst: JORDAN WINTERS 330-881-3173 Winters_147@fisher.osu.edu Price: $37.30 Rating: Buy Price Target: $45 Projected Return: 24% 52-Week Range: $30.01-$40.61 Tyco International Ltd. (TYC – $37.30) Industry Group: Industrial Conglomerates TYC – Initiate Coverage - BUY Beta: 1.22 2010E 2011E 2012E $2.50 14.6x $2.50 $17.8 $3.06 11.9x $3.07 $18.8 $3.51 10.4x $3.54 $19.8 2Q10A 3Q10A 4Q10E 1Q11E $0.59 $0.55 $4.17 $0.72 $0.64 $4.27 $0.65 $0.65 $4.42 $0.70 $0.70 $4.31 2Q09A 3Q09A 4Q09A 1Q10A $0.55 $0.42 $4.15 $0.58 $0.45 $4.24 $0.54 $0.61 $4.42 $0.65 $0.60 $4.25 EPS P/E Consensus Revenue (Bil) EPS Consensus Revenue (Bil) EPS Consensus Revenue Debt Cash S/H Equity Enterprise Value Net Debt Net Debt-toCapitalization $4.17 B $1.82 B $14.1 B $19.1 B $2.34 B Shares O/S (Mil) Market Cap. (Bil) Avg. Daily Vol. (6 mos. in 000s) 497.69 $18.16 Dividend Yield $0.84 2.30% 12.9% 6,195 TYC’s industry leading market positions, global presence, and financial flexibility are currently underappreciated by the market. Broadview acquisition provides synergy opportunities with ADT and increases Tyco’s recurring revenue base. Inclusion into the S&P 500 could prove to be a short-term catalyst. Strong balance sheet with nearly $2 billion in cash and low debt will allow management to pursue acquisitions and repurchase shares. TYC trades at 12.1x my 2011 estimate of $3.07 against a historical range of 6x to 20x. TYC - August 18, 2010 Table of Contents Company Profile ........................................................................................................................................... 3 Management.................................................................................................................................................. 3 Business Structure......................................................................................................................................... 4 Market Factors .............................................................................................................................................. 8 Economics Factors ........................................................................................................................................ 8 Sector Analysis ........................................................................................................................................... 10 Industry Analysis ........................................................................................................................................ 10 Financial Statement Analysis ...................................................................................................................... 11 Relative Valuation ...................................................................................................................................... 12 Equity Valuation – Multiples ...................................................................................................................... 13 Equity Valuation – Discounted Cash Flow (DCF) Method ........................................................................ 14 Summary ..................................................................................................................................................... 16 Risks............................................................................................................................................................ 16 Sources ........................................................................................................................................................ 17 Appendix A – Selected Financial Data ....................................................................................................... 18 Appendix B – DCF Model .......................................................................................................................... 19 Initiate Coverage - Buy Page 2 TYC - August 18, 2010 Company Profile(1) Tyco International Ltd. is a diversified, global supplier of products and services to the security, fire protection and detection, valves and controls, and other industrial markets. The company has a leading position in each of its five reported business segments: ADT Worldwide designs, sells, installs, services, and monitors electronic systems for residential, commercial, education, governmental, and industrial customers. Flow Control designs, manufactures, sells, and services valves, pipes, fittings, valve automation, and heat tracing products for the oil, gas, and other energy markets along with general process industries and the water and wastewater markets. Fire Protection Services designs, sells, installs, and services fire detection and fire suppression systems for commercial, industrial, and governmental customers. Electrical and Metal Products designs, manufactures, and sells galvanized steel tubing, armored wire and cable, and other metal products for non-residential construction, electrical, fire and safety, and mechanical customers. Safety Products designs, manufactures, and sells fire suppression, electronic, security, and life safety products, including fire suppression products, breathing apparatus, intrusion security, access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and Fire Protection Services. Exhibit 1. Tyco’s Leading Market Share Management(1) Mr. Edward D. Breen, age 53, has been the Chairman and Chief Executive Officer at Tyco International since July 2001. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband Communications Sector from January 2000 to January 2001; Chairman, President, and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and prior to December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen also serves as a director of Comcast Corporation and is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Initiate Coverage - Buy Page 3 TYC - August 18, 2010 Other members of senior management include: Name Christopher J. Coughlin Naren K. Gursahaney Patrick Decker George R. Oliver Edward C. Arditte Carol Anthony Davidson John E. Evard, Jr. Arun Nayar Age 57 48 45 49 54 54 63 59 Judith A. Reinsdorf Laurie A. Siegel 46 53 Shelley Stewart, Jr. 56 Position Executive Vice President and Chief Financial Officer President of ADT Worldwide President of Flow Control President Tyco Safety Products Senior Vice President, Strategy and Investor Relations Senior Vice President, Controller and Chief Accounting Officer Senior Vice President and Chief Tax Officer Senior Vice President, Corporate Development and General Tax Counsel Executive Vice President and General Counsel Senior Vice President, Human Resources and Internal Communications Senior Vice President of Operational Excellence and Chief Procurement Officer Mr. Breen and other members of senior management were brought on to restructure, rebrand, and rebuild the company following the 2002 corporate scandal involving then Chief Executive Officer Dennis Kozlowski and Chief Financial Officer Mark H. Swartz. Mr. Breen has done a wonderful job during his tenure as CEO and finally has the company positioned to move forward and take advantage of the growth opportunities in Tyco’s markets. Executive compensation includes base salary (~15%), an annual cash bonus (~15%), share-based compensation (~60%), and other compensation (~10%). Mr. Breen’s annual cash bonus is based on a weighted average of earnings per share, adjusted free cash flow, and organic revenue growth. Similar metric are used for other senior managers. In total, the directors and senior management at Tyco own roughly 1.3% of the total shares outstanding, with the majority of that (0.8%) owned by Mr. Breen. Business Structure(1) Tyco International Ltd. was created as the result of the July 1997 acquisition of Tyco International Ltd. (a Massachusetts corporation) by ADT Limited (a public company organized under the laws of Bermuda). At this time, ADT Limited adopted the name Tyco International Ltd. Effective March 17th, 2009, the company ceased to exist as a Bermuda corporation and reincorporated in Switzerland. The company still maintains its operational headquarters in Princeton, New Jersey. Tyco was rocked by a corporate scandal in 2002 when former Chairman and Chief Executive Officer Dennis Kozlowski and former Chief Financial Officer Mark H. Swartz were accused of theft of more than $150 million from the company, which they claimed was justified by the Board of Directors as compensation. On June 17th, 2005, Kozlowski and Swartz were each convicted on twenty-nine of the thirty counts brought against them and sentenced to no less than eight years and four months and no more than twenty-five years in prison. Since this time, Tyco has largely fallen off the radar of many investors, but has seemingly worked its way through all of the operational issues that the company previously faced and now is the time for investors to take notice. In June 2007, Tyco underwent a significant amount of restructuring in order to redefine its operating model. The company spun-off its Electronics segment (Tyco Electronics), its Healthcare segment (Covidien Ltd.), and its Plastics and Adhesives business was divested in 2005. This effectively removed Initiate Coverage - Buy Page 4 TYC - August 18, 2010 55% of Tyco’s 2006 revenue base and made the company much more manageable. Tyco now operates under five business segments: ADT Worldwide, Flow Control, Fire Protection Services, Electrical and Metal Products, and Safety Products. Of the $17.2 billion in revenue Tyco generated in 2009, only 48% was derived in the United States. 27% was derived in Europe, the Middle East, and Africa; 16% in Asia Pacific; and 9% in Other Americas. This global revenue base will allow high growth markets, such as those in Asia Pacific, to offset any weakness in the economies of the United States and Western Europe. Another significant feature about Tyco’s revenue base, and a continued focus of senior management, is not simply selling a product, but also assisting the customer after the sale and developing an annuity style revenue stream from services. Almost 40% of Tyco’s 2009 revenue base was from these services. This greatly reduces the cyclicality of Tyco’s revenue and should be looked at favorably by investors as this mix continues to shift towards services. Exhibit 2. Tyco’s Service Revenue Continues to Grow ADT Worldwide ADT Worldwide designs, installs, services, and monitors electronic security systems for residential, commercial, education, governmental, and industrial customers around the world. ADT had net revenues of $7.0 billion in 2009, or roughly 41% of Tyco’s consolidated net revenue. In addition, ~68% of ADT’s revenue is derived from services and only ~32% is derived from product sales. Exhibit 3. Monthly Revenue per New Residential Customer On May 14th, 2010 Tyco completed the acquisition of Broadview Security (also known as Brink’s Home Security) for $2.0 billion. Broadview previously served a customer base of over 1.3 million accounts which spanned over 90% of the zip codes in the United States. ADT’s North American residential and small business operations will now serve more than six million customers and nearly seven and a half million globally. Broadview’s fit within the Tyco business model is perfect as the company had 2009 revenue of $565 million with over $500 million of that recurring. The acquisition of Broadview should provide significant opportunities to create value for shareholders as Broadview has historically had a lower attrition rate than the legacy ADT business. As shown in Exhibit 7 on page ten of this report, the longer a customer remains a subscriber to ADT services, the more profitable the account becomes. In addition, ADT has wider range of product offerings that should allow for a significant crossInitiate Coverage - Buy Page 5 TYC - August 18, 2010 selling opportunity with Broadview’s current customer base and boost top line performance. Previously ADT and Broadview held the number one and number two positions in terms of market share, respectively, and now have over an 11% share. As seen in Exhibit 1, the main competitors to ADT include Secom, UTC and Honeywell. Flow Control Flow control designs, manufactures, sells, and services valves, pipes, fittings, valve automation, and heat tracing products for the oil, gas, and other energy markets along with general process industries and the water and wastewater industries. Flow Control had net revenues of ~$3.9 billion in 2009, or ~22% of Tyco’s consolidated net revenue. About 93% of Flow Control’s revenue is derived from product sales and only ~7% is derived from services. While Flow Control may not have the high service revenue that other segments do, it is one of the most globally diverse segments with over 80% of revenues coming from outside of North America. With an even split between process control, energy, and water end markets, Flow Control is not hostage to any one industry or customer and will be the biggest beneficiary of the developing world’s infrastructure build over the next decade. In addition, Tyco reached an agreement on July 29th, 2010 to divest of its European waterworks business. This business manufactures and supplies equipment for commercial and residential water markets including valves, hydrants, fittings, house connection components, and water meter boxes. This business had been losing money and allows Flow Control to further focus on water infrastructure projects and regions that are growing and profitable. The business was sold to private equity firm Triton for approximately $245 million. As seen in Exhibit 1, the main competitors to Flow Control include Emerson, Cameron, and Flowserve. Fire Protection Services Fire Protection Services designs, sells, installs, and services fire detection and fire suppression systems for commercial enterprises, governmental entities, airports, commercial shipping companies, fire departments, transportation systems, healthcare owners, petrochemical facilities, and homeowners. Fire Protection Services had net revenues of ~$3.4 billion, or ~20% of Tyco’s consolidated net revenue. About 49% of Fire Protection Services revenue was derived from services and ~51% was derived from product sales. As the global economy grows over the coming years the need for fire alarms, nurse call systems, sprinkler systems, and fire extinguishers is only going to grow with it and Tyco is well positioned globally to take advantage of this growth. As seen in Exhibit 1, the main competitors to Fire Protection Services include UTC, Siemens, GE, and Honeywell. Electrical and Metal Products Electrical and Metal Products designs, manufactures, and sells galvanized steel tubing and pipe products, pre-wired armored electrical cables, electrical support systems, and metal framing systems for trade contractors in the construction and modernization of non-residential structures such as commercial office buildings, institutional facilities, manufacturing plants and warehouses, shopping centers, and multifamily dwellings. Electrical and Metal products had 2009 revenue of ~$1.4 billion, or ~8% of Tyco’s consolidated net revenues. Virtually 100% of Electrical and Metal Products revenue was from product sales. On April 27th, 2010, Tyco formally announced plans to pursue a tax-free spin-off of the Electrical and Metal Products segment. Profitability of the Electrical and Metal Products segment depends primarily on metal spreads, particularly steel and copper. While over a given cycle this segment does generate strong Initiate Coverage - Buy Page 6 TYC - August 18, 2010 operating margins and cash flow, the year to year and quarter to quarter cyclicality of the business does not fit with the rest of the Tyco portfolio. Tyco expects the spin-off to occur in the first half of fiscal 2011 and will result in Electrical and Metal Products segment being an independent, publicly traded business. I view this spin-off as a positive for Tyco as it makes removes the one remaining legacy business that did not fit with the vision that Mr. Breen has for the future. The main competitor to Electrical and Metal Products is John Maneely Steel. Safety Products Safety Products designs, manufactures, and sells fire suppression, electronic, security, and life safety products, including fire suppression products, breathing apparatus, intrusion security, access control, and video management systems. Safety Products had revenues in 2009 of ~$1.6 billion, or ~9% of Tyco’s consolidated net revenue. Virtually 100% of Safety Products revenues were from product sales. Main competitors to Safety products include Groeniger & Company, System Sendor, and UTC. Initiate Coverage - Buy Page 7 TYC - August 18, 2010 Market Factors In December 2008, Tyco announced it would reincorporate in Switzerland and was subsequently removed from the S&P 500. The day of the announcement, Tyco shares dropped over 10%. Since its removal from the index, Tyco has been unable to attract the attention of investors. Despite managements attempts to transform the business model, the average investor still would not classify Tyco as a “need to own” stock as asset managers could ignore it and not be penalized. In May 2010, Standard & Poor’s changed the way it defined a U.S. based company and released a list of 20 stocks that were eligible to re-enter the index based on the new criteria. Tyco was one of those 20 stocks. Inclusion in the S&P 500 would draw immediate investor interest and asset managers would be forced to pay attention to the stock. Another company on the list released by Standard and Poor’s, ACE Ltd., was added back to the index on July 14 th, and the stock traded higher by 5% that day. A historical study has shown that stocks have jumped an average of 5% on the day they were added to the index and continued to outperform by an additional 400 basis points over the next year. Inclusion into the S&P 500 could be a significant short-term catalyst for Tyco.(2) Economics Factors An estimate of Tyco’s primary end market breakdown is: residential construction (~20%), commercial construction (~25%), industrial construction (~25%), water (~5%), energy infrastructure (~5%), transportation (~5%), and government (~15%).(4) The assumption to be made from the end market data is that housing and construction related economic indicators, consumer confidence, and global infrastructure build should be fairly well correlated with Tyco’s stock price. However, given the diverse exposure to each end market it is difficult to pin down one indicator that will help investors gauge which direction Tyco’s stock will trend. Three of the better indicators include the consumption portion of domestic GDP growth (with a three month lead), existing single family home sales (with a twelve month lead), and the ISM employment index (with a one month lead). (Charts courtesy of Thomson Reuters Baseline.) Exhibit 4. Tyco vs. Change in Real Consumption (GDP, Lead 3 Months) Initiate Coverage - Buy Page 8 TYC - August 18, 2010 Exhibit 5. Tyco vs. Existing Single Family Home Sales (Lead 12 Months) Exhibit 6. Tyco vs. ISM Employment Index (Lead 1 Month) These relationships are reasonable. The consumption expenditures portion of GDP is driven solely by consumers. Therefore, when consumers have money and are spending it is reasonable to assume that they will spend some of it to protect their family by purchasing home security or fire protection equipment and services. In addition, these sales are tied to consumers actually having a home to protect and so a pick-up in existing single family home sales will lead to purchases about one year out. Finally, to purchase a home consumers need jobs. Job growth is the key to the consumer and the home security market. The residential market is not Tyco’s only end market; however the stock tends to trade more closely with the health of the consumer as opposed to the health of the commercial or industrial markets. While many of the construction and housing market and employment statistics would seem to paint a fairly bleak picture of Tyco’s most important end markets, there could be a potential silver lining. Attrition rates are a key metric to judge the health of ADT’s business. In the current state of the housing market, many homeowners are now tied to their homes. The less turnover in housing, the less the occupants will think about the security services that they pay for and may be more willing to continue their service. The profitability of a customer to ADT is significantly higher in the out years than at the initial sign up date. The longer occupants stay in their current homes and do not cut their spending on security, the better this is for ADT. In addition, I believe that there is limited downside risk to cutting home security spending due to the fact that adults will always feel the need to protect their family and thus will look at other discretionary items to cut first if the need arises. Exhibit 7 below shows the cash economic model for ADT. Initiate Coverage - Buy Page 9 TYC - August 18, 2010 Exhibit 7. ADT’s Cash Economic Model Sector Analysis Year to date, the industrials sector has outperformed the S&P 500 by over eight hundred basis points. This outperformance can be attributed to the strength of the global economy, particularly in Brazil, China, India, and other emerging economies which have continued to build out the infrastructure necessary to support their growing populations. Exhibit 8 below shows that the industrials sector is currently receiving a slight premium multiple to the S&P 500 which is justified by the global growth prospects and international exposure of the sector. In addition, I would stress that the multiple premium in most cases is minimal and not at extreme levels. The fundamental story behind the industrial sector and the companies that comprise it are sufficient to offset any concern about overpaying or buying at the peak. Exhibit 8. Industrial Sector Relative Valuation to the S&P 500 P/FE P/S P/B P/EBITDA P/CF High 1.2 x 1.1 x 1.3 x 1.5 x 1.2 x Low 0.8 x 0.8 x 1.0 x 0.8 x 0.8 x Median 1.0 x 1.0 x 1.1 x 1.2 x 1.1 x Current 1.1 x 1.0 x 1.2 x 1.2 x 1.1 x Industry Analysis Tyco falls into the industrial conglomerates industry within the industrials sector. Other companies that fall into the industrial conglomerates industry include Carlisle Companies (CSL), General Electric (GE), McDermott International (MDR), 3M Company (MMM), and Textron (TXT). Because of the diverse and often completely different end markets served by each of the companies it is a stretch to call them competitors, but the market generally values the companies similarly and so they will become the basis for this analysis. Initiate Coverage - Buy Page 10 TYC - August 18, 2010 Among the thirteen industries that make up the industrials sector, the industrial conglomerates group has underperformed the sector by roughly 300 basis points year-to-date. I believe that this trend will reverse itself in the coming quarters and growth in the U.S. and Western Europe may begin to weigh on the market as a whole and investors reward those companies with a stable, diversified revenue base. Companies such as Tyco should be the beneficiaries of such a decision by the market as investors look to add stability to their portfolios at the expense of cyclicality. Industrial conglomerate stocks are currently being priced at a discount to the sector (0.8x relative P/CF) and this could provide an opportunistic time to build a position. Exhibit 9 below shows the current absolute valuation metrics for the industrial conglomerates industry. Of the six companies presented, CSL, MDR, and TYC appear to be relatively inexpensive when compared to GE, MMM, and TXT. Given Tyco’s restructured business model and recurring revenue base, I would expect the market to rethink the multiple granted to the company over time and bring it up to a level more consistent with the latter group. Potential inclusion in the S&P 500 as mentioned before would be a significant catalyst to put Tyco back on the trading screens of many investors. Exhibit 9. Industrial Conglomerates Valuation Metrics EV/Sales EV/EBITDA P/FE P/CF CSL 0.8 x 6.9 x 12.5 x 7.9 x GE 4.0 x 27.9 x 13.1 x 7.5 x MDR 0.4 x 3.5 x 9.5 x 5.5 x MMM 2.4 x 8.6 x 13.9 x 11.6 x TXT 1.2 x 16.2 x 21.5 x 8.7 x TYC 1.2 x 6.9 x 12.5 x 7.5 x Financial Statement Analysis As a byproduct of its continued focus to restructure its operations around recurring revenue streams, Tyco generates strong free cash flow and currently has a very strong balance. With free cash flow conversion (FCF/NI) of ~100% consistently and $1.82 billion in cash on hand, Tyco has no liquidity issues. The balance sheet has a very conservative net debt/net capitalization ratio of ~12% versus the industrial peer’s average of ~20%. In mid-April, Standard & Poor’s raised Tyco’s credit rating to A- from BBB+. In the middle of this fiscal year, Tyco reinstated its share buyback program. In FY10 Q3, the company repurchased 15.8 million shares for $575 million under its existing $1 billion repurchase program. On the conference call following the quarter, Mr. Breen suggested that the company will use the remaining $325 million under the repurchase program in Q4. A new repurchase program announced later this year would be well received by the market as an efficient way to return money to shareholders and should provide upside to the company’s stated EPS guidance. Exhibit 10 below shows the DuPont analysis for Tyco over the preceding five years. DuPont analysis is a useful tool that focuses attention on three critical elements of financial management: operating management, asset management, and capital structure management. Keeping in mind that Tyco underwent significant restructuring during this time which may have inflated or suppressed some of the values presented below, there is still useful information that can be found in this exercise. Initiate Coverage - Buy Page 11 TYC - August 18, 2010 Exhibit 10. TYC DuPont Analysis Profit Margin (Net Income ÷ Revenue) Total Asset Turnover (Revenues ÷ Average Total Assets) Return on Investment (PM * TAT) Equity Multiplier (Average Total Assets ÷ Average Total Equity) Return on Equity (ROI * EM) 2009 (10.4%) 63.4% -6.62% 2008 7.7% 65.6% 5.04% 2007 (9.4%) 38.6% -3.64% 2006 21.0% 27.2% 5.72% 2005 18.4% 26.4% 4.87% 1.9 x 2.0 x 1.9 x 1.9 x 2.0 x 10.58% 9.80% (12.65% ) 9.98% (6.83% ) In DuPont analysis, operating management is approximated by net profit margin. In 2007 and again in 2009, significant restructuring charges were taken below the operating line which resulted in a net loss for the company. Excluding these items, net profit margin would have been 6.3% in 2009 and 6.1% in 2007 and would have resulted in a return on equity consistent with previous years. Total asset turnover, a measure of asset management, increases significantly in 2008 relative to previous years due mainly to the spin-off of Covidien and Tyco Electronics. Finally, as a measure of capital structure management, the equity multiplier has remained fairly constant through time despite the restructuring efforts of the company. The main conclusion to be drawn from this exercise is that the return on equity is being primarily driven by the equity multiplier. Senior managements focus during this time period has been scattered as the business has undergone significant changes and I would expect to see marked improvement in terms of operating and asset management going forward now that the portfolio of businesses has been trimmed down to management’s desired core operating segments. Relative Valuation Taking the industrial conglomerate industry valuation analysis from Exhibit 9 above one step further, here I show what that target price for Tyco could be if its multiple was an average of the current peer group multiple. Remember, previously I pointed out that there seems to be two groups within the Industrial Conglomerates industry. GE, MMM, and TXT are given a valuation premium relative to CSL, MDR, and TYC and I made a case for Tyco to receive a higher multiple consistent with the first group. However, I used all five companies in the peer average and thus the multiple may be skewed slightly to the low side. An average of the target prices presented in Exhibit 11 below would yield a target price of roughly $44. Exhibit 11. Tyco Relative Valuation to Peer Group High P/FE P/S P/B P/EBITDA P/CF Initiate Coverage - Buy 18.4 x 2.6 x 5.8 x 29.8 x 13.0 x Low 8.4 x 0.2 x 0.3 x 0.9 x 1.2 x Median 13.5 x 0.9 x 1.3 x 4.1 x 5.3 x Current 12.5 x 1.1 x 1.3 x 6.3 x 7.5 x Peer Avg. Multiple 14.1 x 1.1 x 2.1 x 6.8 x 8.2 x Target Value per Share $ 3.07 $ 33.16 $ 28.06 $ 5.83 $ 4.86 Target Price $ 43.29 $ 35.15 $ 59.49 $ 39.74 $ 39.88 Page 12 TYC - August 18, 2010 Equity Valuation – Multiples Another method to value Tyco as presented in Exhibit 12 is the absolute multiples approach. At first glance, while comparing Tyco’s current multiple to its median, it would appear that Tyco is fairly valued and possibly even slightly overvalued. However, I would make the argument that the time period over which these multiples were compiled (the previous ten years) represents flawed data and that the multiples that Tyco should be awarded by investors should be higher going forward. First of all, this time period represents a decade of operational and reputational restructuring by the company and senior management. Since former Chief Executive Officer Dennis Kozlowski was removed from office in 2002, due to significant fraud allegations, the company has changed dramatically. As discussed previously, several segments have already been spun-off (Tyco Electronics, Covidien, European Waterworks) and the remaining “problem” segment (Electrical and Metal Products) will be spun-off early next year. This leaves Tyco with a much more stable, recurring revenue base and a chance to use its strong free cash flow for acquisitions to drive growth in its core operating segments and fund additional repurchases to return cash to shareholders. A price target of $45 is appropriate based on this absolute multiples analysis. Exhibit 12. Tyco Absolute Valuation High P/FE P/S P/B P/EBITDA P/CF Initiate Coverage - Buy 18.4 x 2.6 x 5.8 x 29.8 x 13.0 x Low 8.4 x 0.2 x 0.3 x 0.9 x 1.2 x Median 13.5 x 0.9 x 1.3 x 4.1 x 5.3 x Current 12.5 x 1.1 x 1.3 x 6.3 x 7.5 x Target Multiple 15.0 x 1.3 x 1.5 x 8.0 x 10.0 x Target Value per Share $ $ $ $ $ 3.07 33.16 28.06 5.83 4.86 Target Price $ $ $ $ $ 46.05 43.11 42.09 46.62 48.64 Page 13 TYC - August 18, 2010 Equity Valuation – Discounted Cash Flow (DCF) Method The most accurate measure of valuation for Tyco is found by creating a discounted cash flow (DCF) model. The model used here, and found in Appendix B, is similar to many models available today. Revenue, cost, margin, and working capital assumptions were made for the period 2010-2012 and more general estimates were made for the period 2013- 2020. The assumptions used in the DCF model are generally consistent with current analyst expectations; however they do vary in some areas. I believe that Tyco will be able to drive stronger top line growth in the coming years thanks to better than expected synergies at Broadview and a pick-up in the late cycle process control industry which benefits the Flow Control segment. The growth in Flow Control is driven by infrastructure investments made by developing economies and I feel confident that concerns over a double-dip recession are overblown at the current time. Despite my projections for above trend top line growth, my cost and margin estimates remain fairly in line with historical precedent and could be a source of upside surprise to my estimates. While I am optimistic that management sees upside potential for margins, I will wait for further details and actions taken to improve the cost side of the business before revising my estimates upward. Even though management is currently, and I expect will continue in the future to repurchase shares in the open market, I have not modeled any repurchases into my DCF. Any action taken by management on this front will be upside to my model beneficial to shareholders. Two additional assumptions regarding my model relate to the discount rate (10.0%) and the terminal growth rate (4.0%). I am comfortable with these assumptions for several reasons. First of all, the discount rate is warranted given the stability of the revenue base that Tyco has developed over the past few years. With 40% of the company’s revenue now coming from services, it is much easier to predict future growth. Secondly, a terminal growth rate of 4.0% is warranted because of the company’s exposure to the global economy, not just the United States and Western Europe. While these developed economies are no doubt important to Tyco’s success in the future, Asia Pacific and the Middle East will be much more important in five years than they are today. Given the above assumptions, I model that Tyco’s current fair value per share is roughly $46. A good exercise to check the two most input-sensitive assumptions that I used is to do a sensitivity analysis on the discount rate and the terminal growth rate. Exhibit 13 shows the sensitivity of the target price to changes in the inputs and Exhibit 14 shows the sensitivity of downside risk and upside potential. It is clear that the downside risk to the valuation is minimal, while the upside potential is significant. I believe this is because of the overall conservative nature of the assumptions used to develop the model and general stability of Tyco’s operations. Exhibit 13. DCF Model Price Target Sensitivity Analysis Discount Rate Growth Rate #### 9.0% 9.5% 10.0% 10.5% 11.0% 11.5% 2.0% $ 45 $ 42 $ 39 $ 37 $ 35 $ 33 2.5% $ 46 $ 43 $ 40 $ 38 $ 36 $ 34 3.0% $ 49 $ 45 $ 42 $ 39 $ 37 $ 35 3.5% $ 51 $ 47 $ 44 $ 41 $ 38 $ 36 4.0% $ 54 $ 50 $ 46 $ 42 $ 39 $ 37 4.5% $ 58 $ 52 $ 48 $ 44 $ 41 $ 38 Initiate Coverage - Buy Page 14 TYC - August 18, 2010 Exhibit 14. DCF Model Percent Upside Sensitivity Analysis Discount Rate Growth Rate ##### 9.0% 9.5% 2.0% 19.9% 12.0% 2.5% 24.8% 3.0% 30.6% 3.5% 10.0% 10.5% 11.0% 11.5% 5.2% (0.8%) (6.2%) (11.0%) 16.2% 8.7% 2.1% (3.7%) (8.8%) 21.0% 12.7% 5.5% (0.8%) (6.4%) 37.5% 26.5% 17.2% 9.3% 2.4% (3.7%) 4.0% 45.7% 33.1% 22.6% 13.7% 6.0% (0.6%) 4.5% 55.8% 41.0% 28.9% 18.8% 10.2% 2.9% Initiate Coverage - Buy Page 15 TYC - August 18, 2010 Summary Tyco has developed a portfolio of businesses with industry leader status, a global presence, and strong financial flexibility. Given the approximate valuation based on relative multiples, absolute multiples, and DCF analysis, I am initiating Tyco with a Buy rating and a $45 price target with minimal risk. Tyco has a number of potential catalysts which could force investors to reconsider their views on the company’s shares. First of all, by early next year when the Electrical and Metal Products segment has been spun-off, essentially all of the necessary restructuring of Tyco’s business model will be complete. Emerging from this eight year process will be a leaner, more stable, diversified revenue base which management can focus on growing. Management’s focus is already heading in that direction as the company’s recent acquisition of Broadview Security for $2.0 billion completed in January shows. This deal is still being underappreciated by the market. With a very attractive balance sheet and strong free cash flow it should not take long for management to fill up the acquisition pipeline and wait for the opportune time to create shareholder value. If the multiple required on an acquisition is too high, management has shown recently that it is willing to buy back shares in the open market as a method to return capital to shareholders. Tyco is no longer a company that will be tied to its past or sitting on its hands. Management is ready to grow the company once again. In addition, potential re-inclusion in the S&P 500 index would be a major boost for current shareholders as index funds will be forced to take a position in the stock and asset managers will look more closely and consider adding it to their portfolio. Risks I have identified the risks to Tyco’s shares as limited at the current time. Because of the issues of stemming from the 2002 corporate scandal with Mr. Kozlowski and Mr. Swartz, many investors have turned away from Tyco. Those who remain shareholders today represent a more conservative base with few little growth or momentum investors involved. As seen in the sensitivity analysis in Exhibits 13 and 14 above the risk/reward is roughly 5:1. However, as with any investment there are risks that may change the story and the investment suitability materially. Some of these risks include: Unsuccessful Broadview integration. Sustained global economic weakness. Prolonged, sharply lower non-residential construction expenditure. Declining consumer confidence. Stronger U.S. dollar. Initiate Coverage - Buy Page 16 TYC - August 18, 2010 Sources I, Jordan Winters, hereby certify that the views about the companies and their securities discussed in this report are accurately expressed. Information contained in this report may be found in the company’s annual, quarterly, and proxy filings with the Securities and Exchange Commission(1) and additional information was obtained from Morgan Stanley(2), Cowen and Company(3), and AllianceBernstein Research(4). Charts were also obtained from Thomson Reuters Baseline. Initiate Coverage - Buy Page 17 TYC - August 18, 2010 Appendix A – Selected Financial Data TYC GAAP (mil $) Net Revenue ADT Worldwide Flow Control Fire Protection Service Electrical and Metal Products Safety Products Corporate and Other Total Revenue Consensus FYE 2012E FYE 2011E 9,409 3,902 3,409 1,502 1,559 0 19,781 19,240 FYE 2010E 8,633 3,842 3,359 1,410 1,513 0 18,757 18,365 FYE 2009 7,775 3,828 3,359 1,343 1,506 0 17,811 17,362 Costs & Expenses Cost of Product Sales Cost of Services SG&A Class Action Settlement, net Separation Costs Goodwill and Intangible Asset Impairment Restructuring, Asset Impairment, and Divestiture Charges Total Costs & Expenses ADT Worldwide Flow Control Fire Protection Service Electrical and Metal Products Safety Products Corporate and Other Operating (Loss) Income Interest Income Interest Expense Other Expense, net (Loss) Income from Continuing Operations before Income Taxes and Minority Interest Income Tax Expense Minority Interest (Loss) Income from Continuing Operations FYE 2008 7,015 3,850 3,428 1,392 1,552 0 17,237 7,584 3,559 4,657 0 0 2,705 17,486 16,722 16,101 219 18,724 7,731 4,418 3,839 2,272 1,934 5 20,199 9,200 3,923 4,906 (10) 4 10 225 18,258 FYE 2007 FYE 2006 FYE 2005 7,288 3,766 3,726 1,974 1,719 4 18,477 7,205 3,135 3,150 1,949 1,624 3 17,066 7,104 2,806 3,182 1,798 1,682 93 16,665 8,495 3,722 4,776 2,862 105 59 7,667 3,555 4,425 0 49 0 7,232 3,503 4,699 0 0 0 190 20,209 15 15,711 40 15,474 1,402 566 310 183 229 (396) 2,295 1,252 519 296 164 218 (413) 2,035 1,120 436 279 107 214 (445) 1,711 233 518 68 (940) (789) (577) (1,487) 906 618 325 342 284 (534) 1,941 817 457 283 159 274 (3,722) (1,732) 907 356 241 319 196 (664) 1,355 952 336 202 295 278 (872) 1,191 40 (257) (20) 38 (263) (19) 36 (267) (18) 44 (301) (7) 110 (396) (224) 104 (313) (255) 46 (279) 0 39 (322) (296) 2,057 (370) (2) 1,791 (322) (2) 1,461 (263) (2) (1,751) (78) (4) (335) (1) (324) (4) 612 (304) (1) (29) (2) 1,197 0 0 0 1,685 1,467 1,197 (1,798) 1,553 (1,742) 3.54 0 0 3.54 3.08 0 0 3.08 2.51 0 0 2.51 (3.87) 0.07 0 (3.80) 2.26 0.95 0 3.21 (5.10) 1.58 0 (3.52) 1.63 5.54 (0.03) 7.14 1.15 4.96 0.04 6.15 3.53 0 0 3.53 3.54 3.07 0 0 3.07 3.07 2.50 0 0 2.50 2.50 2.54 (3.87) 0.07 0 (3.80) 2.25 0.94 0 3.19 (5.10) 1.58 0 (3.52) 1.59 5.39 (0.03) 6.95 1.13 4.68 0.04 5.85 476 478 476 478 476 478 473 473 464 488 495 495 503 521 503 542 Cash & Cash Equivalents Accounts Receivable Inventory Accounts Payable Change in Working Capital 2,591 3,086 1,840 1,582 (192) 2,495 2,907 1,688 1,444 (177) 2,405 2,743 1,550 1,318 (147) 2,354 2,629 1,443 1,244 427 1,519 2,986 1,877 1,608 (209) 1,894 2,900 1,783 1,637 (236) 2,193 2,748 1,619 1,557 N/A N/A N/A N/A N/A N/A Depreciation and Amortization Capital Expenditures 1,286 692 1,219 656 1,158 623 1,133 709 1,154 734 1,148 666 1,180 556 1,204 516 Net (Loss) Income Net Earnings Per Share Basic (Loss) Income from Continuing Operations Income from Discontinued Operations Cumulative Effect of Accounting Change Net (Loss) Income Diluted (Loss) Income from Continuing Operations Income from Discontinued Operations Cumulative Effect of Accounting Change Net (Loss) Income Consensus GAAP Guidance Weighted Average Shares Outstanding Basic Diluted Initiate Coverage - Buy 458 (2,524) 1,122 1,467 35 1,095 (2,196) 1,685 Income from Discontinued Operations, net of Income Taxes (1,833) 1,431 782 817 581 2,773 2,492 3,590 3,073 Page 18 TYC - August 18, 2010 Appendix B – DCF Model Tyco (TYC) Analyst: Jordan Winters 8/18/2010 Year Revenue 2010E 17,811 % Grow th 2011E 18,757 5.3% EBT 1,711 EBT Margin Interest Interest % of Sales Taxes Tax Rate Net Income 2,035 19,781 5.5% 2,295 2013E 20,770 5.0% 2,389 2014E 21,809 5.0% 2,552 2,945 4.2% 3,043 27,047 4.0% 3,137 28,129 4.0% 3,235 11.5% 249 244 237 249 262 274 287 300 312 325 338 1.4% 1.3% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 1.2% 263 322 370 385 412 444 465 476 492 506 522 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 18.0% 1,467 1,219 1,685 14.9% 1,207 1,754 4.1% 1,184 1,878 7.0% 1,156 2,024 7.8% 1,143 2,117 4.6% 1,076 2,169 2,239 2.5% 1,123 3.2% 1,170 2,307 3.0% 1,217 2,376 3.0% 1,266 6.5% 6.5% 6.1% 5.7% 5.3% 5.0% 4.5% 4.5% 4.5% 4.5% 4.5% (147) (177) (192) (470) (491) (513) (536) (558) (580) (603) (628) -1.0% -1.0% 771 893 981 Capex % of sales 3.5% 3.5% 3.9% 4.3% 4.5% 1,584 % Grow th 1,853 16.9% NPV of Cash Flows 10,426 NPV of terminal value 11,683 53% Projected Equity Value 22,110 100% 1,928 4.1% 1,575 -18.3% 1,561 -0.9% -1.0% 1,028 4.5% 1,625 4.1% -1.0% 1,076 4.5% 1,581 -2.7% -1.0% 1,123 -1.0% 1,170 4.5% 1,612 4.5% 1,659 1.9% 2.9% -1.0% 1,217 4.5% 1,703 2.7% -1.0% 1,266 4.5% 1,748 2.6% 47% Terminal Value 8.89% Shares Outstanding 26,007 4.4% 11.6% -1.0% Projected EV/EBITDA 2,869 24,959 2020E 11.7% 656 Current EV/EBITDA 4.6% 2019E 11.8% -0.9% Projected P/E 2,743 23,907 2018E 12.0% 623 Current P/E 4.8% 2017E 12.0% -0.8% Free Cash Flow Yield 22,856 2016E 11.7% Subtract Cap Ex Free Cash Flow 2015E 11.5% 1,158 % of Sales 2012E 11.6% 22.6% Plus/(minus) Changes WC 4.0% 10.8% 1,197 % of Sales 10.0% Terminal FCF Growth = 9.6% % Grow th Add Depreciation/Amort Terminal Discount Rate = Free Cash Yield 14.9 12.2 10.6 18.5 15.1 13.1 6.9 6.1 5.6 8.4 7.4 6.8 30,304 5.77% Terminal P/E 12.8 Terminal EV/EBITDA 7.1 478.0 Current Price $ 37.30 Implied equity value/share $ 46.25 Upside/(Downside) to DCF 24.0% Debt 4,274 Cash 2,405 Cash/share Initiate Coverage - Buy 5.03 Page 19