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DIVESTITURE OF SURGICAL & INFECTION PREVENTIONAND THIRD QUARTER 2017 EARNINGS CALL
NOVEMBER 1, 2017
1
Agenda and speakers
Steve Voskuil Chief Financial Officer
Joe WoodyChief Executive Officer
Q&A
Financial Overview & Transformation
Third Quarter Performance
Transaction Rationale
Halyard Outlook and Go-Forward Strategy
2
Forward looking statements
FORWARD-LOOKING INFORMATION
Certain matters in this presentation and conference call, including our 2017 outlook, expectations and planning assumptions, and any estimates, projections, and statements relating to our business plans, objectives, or the divestiture of our Surgical & Infection Prevention business, constitute forward-looking statements and are based upon management’s expectations and beliefs concerning future events impacting the Company.
These statements are subject to risks and uncertainties, including currency exchange risks, cost savings and reductions, raw material, energy, and other input costs, competition, market demand, economic condition, and legislative and regulatory actions. There can be no assurance that these future events will occur as anticipated or that the Company’s results will be as estimated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. For a more complete listing and description of other factors that could cause the Company’s future results to differ materially from those expressed in any forward-looking statements, see the Company’s most recent Form 10-K and Quarterly Reports on Form 10-Q.
NON-GAAP FINANCIAL MEASURES
Management believes that non-GAAP financial measures enhance investors’ understanding and analysis of the company’s performance. As such, results and outlook have been adjusted to exclude certain items for relevant time periods as indicated in the non-GAAP reconciliations to the comparable GAAP financial measures included in this presentation and in today’s earnings release posted on our website (www.halyardhealth.com/investors).
3
Divestiture of S&IP unlocks shareholder value
• Represents a significant milestone in company’s strategy since spin-off
• Transforms the company into a focused Medical Devices business
• Creates a growth-oriented pure-play Medical Devices business with industry-leading Pain Management and Chronic Care portfolios
Pure-Play Medical Devices
Company
AttractiveEnd-Markets
Enhanced Growth Profile
Divestiture of S&IP accelerates value for shareholders immediately and over time
4
Transaction sets the stage for future growth
• Definitive agreement to sell Surgical & Infection Prevention business for $710 million to Owens & Minor
• Sale includes the Halyard brand name and current IT platform. The IT platform will be transferred in approximately one year
• Halyard will continue to provide IT services to S&IP for at least one year after closing as the company manages the transition to new ownership
• Halyard is finalizing multi-year plan to address dis-synergies and corporate costs
• Estimated net after-tax proceeds of approximately $550 million, a portion of which will be allocated to the corporate rebrand and the new IT platform
• Management will evaluate options for use of proceeds, with the objective of maximizing balance sheet flexibility for future growth
• Halyard will provide more detail on capital deployment in the coming months
• Transaction is subject to regulatory approval and other customary closing conditions
• Transaction is expected to close in the first quarter of 2018
ClosingUse of Proceeds
Terms & Structure
5
$502 $510
$567$600
20.8% 21.2%
21.8%
24.9%
19.0%
21.0%
23.0%
25.0%
$450
$500
$550
$600
$650
2014A 2015A 2016A LTM 9/30/17A
S&IP Medical Devices S&IP Medical Devices
Strong momentum enables acceleration of transformation
Medical Devices Net Sales Operating Profit Margin
($ in millions)
Halyard Today3Q ’17
Halyard at Spin-off4Q ’14
Operating Profit Shift*
Medial Devices Sales and Operating Profit Margin
*Excludes impact from Corporate and Other
6
Transformation to focused business with attractive financial profile
Halyard Today Post-Transaction
OrganicTop-line Growth:
Flat Mid-single digit
Gross Margin: Mid-30s Low-60s
Operating Margin Growth:
Flat Growing
Halyard Today Post-Transaction
Management Focus:
Split Focused, pure-play
CommodityVolatility:
Significant Minimal
Strategic Value
Financial Value
7
Pain Management
Chronic Care
Positioned to win in core areas with attractive opportunities
Strong Position in Large Addressable Market
Pain Management Outlook
Historical Organic Sales Growth and Outlook (%)
Chronic Care Outlook
$6.0bn
PainManagement
• Includes Digestive Health and Respiratory Health
• More mature market, with leading positions further enhanced by success of CORPAK acquisition
• Growth strategy:
- Develop innovative technologies to manage the health issues we address today
- Leverage existing products to enter new and related markets
- Strengthen portfolio through acquisitions
Medical Devices Sales Q3 2017
Addressable Market
• Includes Surgical Pain and Interventional Pain
• Fastest-growing part of our business, driven by COOLIEF and ON-Q success
• Growth strategy:
- Introduce new products and therapeutic solutions to doctors and patients
- Leverage products into adjacent markets- Pursue new, complementary opportunities- Support adoption of non-opioid solutions
ChronicCare (%
)
-2
-1
0
1
2
3
4
5
Pain Management Chronic Care
2014 2015 2016 2017E*
* Based on the midpoint of guidance
8
Increased firepower for growth
Transaction accelerates cash flow, providing firepower to invest in future growth
• Objective to maintain balance sheet flexibility to invest in growth through M&A or internal product development and R&D
• Intend to pursue M&A opportunities with characteristics like:
Attractive top-line growth,
Positioning us in new and adjacent markets with significant potential for future growth and scale
Significant free cash flow generation and accretion over time
• Strengthening M&A capability to integrate new acquisitions, deliver synergy potential and maximize value creation
* Adjusted for $40 million of working capital needs* Includes impact of IT and branding
Debt Financed Acquisition Capacity ($ in millions)
Historical R&D and Capital Spending ($ in millions)
18
23
34 32
18
2319 18
0
10
20
30
40
2014 2015 2016 2017 LTM
R&D Capital Spending
($ in
mill
ion
s)
600-650
150 350-400
100
Current M&ACapacity*
Proceeds LessReduced EBITDA
Incremental DebtCapacity From
Acquisition
Total M&ACapacity
Proceeds Less Impact of Lower
EBITDA**
9
2017: Execution 2018: Separation 2019: Transformation 2020-21: Acceleration
Organizational Optimization
New Name & Brand Identity
New Organizational StructureTwo-phased program starting in 2018 through 2020
Transition Services Support
Transform IT Landscape
2
Financial Restructuring
Supply Chain/Distribution OptimizationRationalization of distribution footprint
Elimination of Stranded Costs and Dis-Synergies Invest for Growth and Build Capability
3
Growth Execution
Organic Innovation & M&A Accelerate Growth and Build Scale1
Phased Transformation: optimizing Halyard at every level
End State
Multi-year program goal to offset all dis-synergies and position for growth
Year 1 Net Dis-synergies: $15 - $20MTax Rate: 35% - 36%
Target Savings of $30 - $40MEliminate Dis-synergies & Reduce Corp ExpenseAnnual Tax Rate Improvement
“Right-Sized” Organization
Scalable Infrastructure
Accelerated Growth
Margin Accretion
Investment For Growth
10
• Net sales increased 1% to $401 million
• Medical Devices sales driven by continued strong demand in Interventional Pain, Surgical Pain as well as in Respiratory Health
• S&IP markets continuing to show encouraging signs
• Adjusted gross margin of 36%
• Impacted by elevated polypropylene costs
• Reported adjusted diluted EPS of $0.60
• Performance benefited from:
• Delayed timing of some SG&A investments
• Adjusted effective tax rate of 29.7%
• Anticipate SG&A investment will accelerate for corporate functions and franchise teams
Third quarter consolidated performance
11
11
Balance sheet and cash flow
• Ended the quarter with $166 million of cash
• Generated $9 million of free cash flow
• Project 2017 free cash flow of approximately $80 million
• Raising adjusted diluted EPS outlook to $2.03 - $2.13
• Continuing to build on our momentum
• Updating four key planning assumptions
12
Strategic transaction to unlock value for all stakeholders Halyard will transform to a leaner, pure-play medical devices business with industry-leading expertise in Pain Management and Chronic Care
• Sale of S&IP is financially compelling and creates value for shareholders immediately and over time
• Accelerates our transformation as a focused medical devices company underpinned by attractive business and financial profile
• Positions the company in a highly attractive sector, with significant opportunity for sales growth and margin expansion over the medium-and longer-term
• Enhanced capacity and flexibility to pursue M&A and invest in internal growth
Investment Highlights
Q&A
APPENDICES
15
2017 outlook summary
Note: Guidance updates denoted in bold text.
February August November
Adjusted diluted EPS $1.70 to $2.00 $1.85 to $2.05 $2.03 to $2.13
Net sales 0% to 2% 0% to 2% 0% to 2%
Medical DevicesIncludes 3% growth attributed to CORPAK 7% to 9% 7% to 9% 7% to 9%
S&IP, excluding sales to Kimberly-ClarkContemplates 2% to 4% lower selling prices 0% to -2% 0% to -2% -1% to -3%
S&IP sales to Kimberly-Clark $40M to $45M $40M to $45M $50M to $55M
Corporate sales $10M to $15M $10M to $15M $10M to $15M
FX translation impact on net sales 0% to -2% 0% to -2% 0% to -2%
Commodity inflation $10M to $20M $5M to $10M $10M to $15M
Research & Development $40M to $45M $40M to $45M $40M to $45M
Adjusted effective tax rate 32% to 34% 32% to 34% 31% to 33%
16
Non-GAAP reconciliationsIn millions
Gross Profit Operating Profit
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2017 2016 2017 2016 2017 2016 2017 2016
As reported $ 143.3 $ 138.0 $ 430.8 $ 415.2 $ 28.8 $ 20.9 $ 84.3 $ 71.6
Divestiture-related charges — — — — 8.1 — 8.1 —
Spin-related transition charges — 4.5 (1.6) 4.6 — 6.7 (0.8) 10.6
Acquisition-related charges 1.2 1.5 2.4 5.0 2.0 4.4 5.3 14.7
Litigation and legal — — — — 3.6 5.1 17.3 15.1
Intangibles amortization 1.0 0.8 2.9 2.3 5.3 5.6 16.1 16.5
As adjusted non-GAAP $ 145.5 $ 144.8 $ 434.5 $ 427.1 $ 47.8 $ 42.7 $ 130.3 $ 128.5
Income before taxes Income tax provision
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2017 2016 2017 2016 2017 2016 2017 2016
As reported $ 21.4 $ 12.7 $ 62.4 $ 47.4 $ (4.8) $ (3.6) $ (15.9) $ (17.6)
Effective tax rate, as reported 22.4% 28.3% 25.5% 37.1%
Divestiture-related charges 8.1 — 8.1 — (3.1) — (3.1) —
Spin-related transition charges — 6.7 (0.8) 10.6 — (2.3) 0.2 (3.9)
Acquisition-related charges 2.0 4.4 5.3 14.7 (0.8) (1.7) (2.0) (5.6)
Litigation and legal 3.6 5.1 17.3 15.1 (1.3) (1.9) (6.5) (5.7)
Intangibles amortization 5.3 5.6 16.1 16.5 (2.0) (2.3) (6.0) (6.2)
Regulatory tax changes — — — — — — — 3.7
As adjusted non-GAAP $ 40.4 $ 34.5 $ 108.4 $ 104.3 $ (12.0) $ (11.8) $ (33.3) $ (35.3)
Effective tax rate, as adjusted 29.7% 34.2% 30.7% 33.8%
17
Non-GAAP reconciliationsIn millions, except per share amounts
Net Income
Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
As reported $ 16.6 $ 9.1 $ 46.5 $ 29.8
Diluted EPS, as reported $ 0.35 $ 0.19 $ 0.98 $ 0.63
Divestiture-related charges 5.0 — 5.0 —
Spin-related transition charges — 4.4 (0.6) 6.7
Acquisition-related charges 1.2 2.7 3.3 9.1
Litigation and legal 2.3 3.2 10.8 9.4
Intangibles amortization 3.3 3.3 10.1 10.3
Thailand statutory tax rate change — — — 3.7
As adjusted non-GAAP $ 28.4 $ 22.7 $ 75.1 $ 69.0
Diluted EPS, as adjusted $ 0.60 $ 0.48 $ 1.58 $ 1.47
EBITDA
Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
EBITDA, as reported $ 44.9 $ 37.5 $ 132.8 $ 120.0
Divestiture-related charges 8.1 — 8.1 —
Spin-related transition charges — 6.7 (0.8) 10.6
Acquisition-related charges 1.9 4.0 5.0 14.4
Litigation and legal 3.6 5.1 17.3 15.1
Adjusted EBITDA $ 58.5 $ 53.3 $ 162.4 $ 160.1
18
Non-GAAP reconciliationsIn millions
Three Months Ended Nine Months Ended Twelve Months Ended
($ in millions) December 31, 2016 September 30, 2017 September 30, 2017
Medical Devices:
Net Sales $ 153.9 $ 445.7 $ 599.6
Operating Profit 33.2 116.3 149.5
Operating Profit Margin 21.6 % 26.1 % 24.9 %
Free Cash Flow
Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Cash provided by operating activities $ 23.4 $ 49.9 $ 80.1 $ 143.9
Capital expenditures (14.0) (7.6) (30.6) (21.7)
Free Cash Flow $ 9.4 $ 42.3 $ 49.5 $ 122.2
19
Non-GAAP reconciliationsIn millions, except per share amounts
Estimated Range
Adjusted diluted earnings per share $ 2.03 to $ 2.13
Amortization (0.28) to (0.28)
Divestiture-related charges (0.33) to (0.26)
Spin-related transition expenses 0.01 to 0.01
Acquisition related charges (0.09) to (0.07)
Other (0.38) to (0.28)
Diluted earnings per share (GAAP) $ 0.96 to $ 1.25