Air Products And Chemicals, Inc. · NYSE:APD
Air Products And Chemicals — Merger or Acquisition (July 2016)
21 slides from Air Products And Chemicals's merger presentation, Jul 28, 2016
Slide 1: Versum Materials: Air Products Electronic Materials Division Spin-off Form 10 Highlights
VERSUM MATERIALS Air Products Electronic Materials Division Spin-off Form 10 Highlights July 2016 Exhibit 99.2
Slide 2: Forward-looking statements
Forward-looking statements This presentation and materials Air Products and Versum have filed or will file with the SEC contain, or will contain, certain statements regarding business strategies, market potential, future financial performance, future action, results and other matters which are “forw
Slide 3: Air Products has announced spin-off of Electronic Materials Division
Air Products has announced: Our current intention to separate our Electronic Materials Division (EMD) through a tax-free spin-off to our shareholders as Versum Materials Separation of EMD from the rest of Air Products is on track and expected by end of September 2016 Spin-off of shares of Versum Mat
Slide 4: Maximizing shareholder value
Maximizing shareholder value Air Products will be the safest and the most profitable industrial gas company in the world, providing excellent service to our customers Enhances Air Products’ ability to invest in and grow its core Industrial Gases business Ownership in Versum Materials Will be the mat
Slide 5: Versum Materials: best in class electronic materials company
VERSUM MATERIALS BEST IN CLASS ELECTRONIC MATERIALS COMPANY ü Leadership positions in a profitable and complex semiconductor materials industry Strong technology, commercial and operations capabilities ü ü ü ü Compelling growth platforms with sustainable competitive advantage Strong financial perfor
Slide 6: Form 10 Highlights
Form 10 Highlights vERSUMY
Slide 7: A portfolio of world class businesses
VERSUM MATERIALS A PORTFOLIO OF WORLD CLASS BUSINESSES Materials 74% of sales Solid growth High margins Low capital intensity Strong free cash flow Delivery Systems & Services 26% of sales Sales: $1,009 Adj Op Income:$244 Op Margin:24.1% Adj EBITDA: $302 EBITDA Margin: 29.9% FY15 Versum Combined Fin
Slide 8: Diversified portfolio focused on technology driven semiconductors
VERSUM MATERIALS DIVERSIFIED PORTFOLIO FOCUSED ON TECHNOLOGY DRIVEN SEMICONDUCTORS Focus Areas Key Products Segments Advanced Materials Materials Advanced Deposition Materials for Thin Films CMP Slurries and Post CMP Cleans Formulated Products for Surface Prep & Clean Delivery Systems & Services Pro
Slide 9: Materials Segment
FY15 Versum Combined Financials, as reported in Form 10. See appendix for non-GAAP metric reconciliation. Materials Segment DIVERSIFIED PORTFOLIO FOCUSED ON TECHNOLOGY DRIVEN SEMICONDUCTORS Integrated provider of leading edge specialty materials, 80% to the semiconductor market Advanced Materials -
Slide 10: Delivery Systems & Services segment
Delivery Systems & Services segment DIVERSIFIED PORTFOLIO FOCUSED ON TECHNOLOGY DRIVEN SEMICONDUCTORS Gas & Chemical Delivery Systems – sale of equipment critical to managing delivery of key materials into the semiconductor process Turnkey & Installation – of materials delivery systems On-Site Servi
Slide 11: Three Financial Reports
Three Financial Reports “Electronic Materials Division (EMD) Results” As previously communicated by Air Products for EMD within the Materials Technologies segment statements “Versum Audited Combined Financial Statements” Full Financial Statements as shown in the Form 10 Primary adjustments relative
Slide 12: EMD vs Versum Combined
EMD vs Versum Combined EMD = As previously communicated by Air Products for EMD within the Materials Technologies segment Versum = Versum Audited Combined Form 10 Financials includes; Allocation of about $18 million of corporate expenses (Corporate segment) Other adjustments (inventory, etc.) of abo
Slide 13: Versum Combined - Form 10
Versum COMBINED - Form 10 FY15 improvement driven by improved pricing/mix, higher volumes and lower costs offsetting unfavorable currency FY13 FY14 FY15 Sales $ 853 $ 943 $ 1,009 Adj Operating Income $ 86 $ 163 $ 244 Op Margin 10.1% 17.2% 24.1% Adj EBITDA $ 145 $ 224 $ 302 EBITDA Margin 17.0% 23.7%
Slide 14: Significant cash generation
SIGNIFICANT CASH GENERATION Adj EBITDA = June 30 2016 TTM for EMD as reported within MT of $344, minus $20 as estimate of adjustments to Versum standalone, minus $11 million of EBITDA for products staying with APD – see appendix for reconciliation Est. Interest = assumes $1.15 billion debt at 6% ($
Slide 15: Materials Segment
Materials SEGMENT FY15 improvement driven by higher volumes, improved pricing/mix and lower costs offsetting unfavorable currency FY13 FY14 FY15 Sales $ 628 $ 640 $ 743 Adj Operating Income $ 83 $ 125 $ 214 Op Margin 13.3% 19.5% 28.7% Adj EBITDA $ 140 $ 179 $ 263 EBITDA Margin 22.3% 28.0% 35.4% FY15
Slide 16: Delivery Systems & Services segment
Delivery Systems & Services segment FY15 results impacted by lower volumes offsetting improved pricing/mix and lower costs FY13 FY14 FY15 Sales $ 224 $ 303 $ 266 Adj Operating Income $ 20 $ 58 $ 49 Op Margin 8.8% 19.0% 18.5% Adj EBITDA $ 21 $ 64 $ 57 EBITDA Margin 9.4% 21.1% 21.6% FY15 Versum Combin
Slide 17: Additional Items - #1
Additional Items - #1 Corporate Segment Includes certain administrative costs associated with operating a public company, non-core operating activities, foreign exchange gains and losses, and other income and expense that cannot be directly associated with business segments. $19 million of costs, ex
Slide 18: Additional Items - #2
Additional Items - #2 Distribution Ratio – to be determined Restructuring Charges 2015 = $22 million related to business reorganization and cost reduction actions 2014 = $1 million related to business reorganization and cost reduction actions 2013 = $74 million related to business restructuring and
Slide 19: Leadership
Leadership Seifollah Ghasemi Director and Non-executive Chairman Guillermo Novo President and Chief Executive Officer and Director George Bitto Senior Vice President and Chief Financial Officer Patrick F. Loughlin Senior Vice President Operations and Supply Chain Michael W. Valente Senior Vice Presi
Slide 20: Appendix Slides
Appendix Slides
Slide 21: Appendix — Non GAAP Metrics
Appendix — Non GAAP Metrics [Versum - FORM 10 ‘Aad: Depreciation and amorization Aas tly Aten icoc ctu lepers Margin [Adjusted EBITDA Margin Detivery Systems and Services Segment Operating income ciation and amortization. fai ey a Affiliates’ Income lAdjustes Sales lOperating Margin [Adjusted EBITDA
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