EX-99.2 4 a19-17370_1ex99d2.htm EX-99.2

Exhibit 99.2

Animal Health August 20, 2019 Elanco to Acquire Bayer’s Animal HealthBusiness ©2019 Elanco or its affiliates

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Forward-Looking Statements This presentation contains management’s statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “estimate”, “seek”, “intend”, “expect”, “believe”, “target”, “anticipate”, “plan” and similar expressions are intended to identify forward-looking statements. Actual results may differ materially due to various factors. Any statements that are not statements of historical fact should be considered to be forward-looking statements, including statements regarding the expected closing date of the transaction, expected cost synergies and earnings accretion, expected financing sources for the transaction and the ability of Elanco to integrate the businesses successfully. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties. Risks and uncertainties to which these forward-looking statements are subject include, without limitation: (1) the proposed transaction may not be completed on the anticipated terms and timing or at all, (2) required regulatory approvals, including antitrust approvals, are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction, (3) a condition to closing of the proposed transaction may not be satisfied, (4) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (5) the ability to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all, (6) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (7) negative effects of the announcement or the consummation of the transaction on the market price of Elanco’s common stock, (8) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of Elanco’s operations after the consummation of the transaction and on the other conditions to the completion of the proposed transaction, (9) the risks and costs associated with, and the ability of Elanco to, integrate the businesses successfully and to achieve anticipated synergies, (10) the risk that disruptions from the proposed transaction will harm Elanco’s business, including current plans and operations, (11) the ability of Elanco to retain and hire key personnel and (12) management’s response to any of the aforementioned factors. For additional information about the factors that could cause actual results to differ materially from forward-looking statements, please refer to Elanco’s most recent Annual Report on Form 10-K and other SEC filings. You should not place undue reliance on forward-looking statements, which speak only as of the date of this presentation. Except as is required by law, Elanco expressly disclaims any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this presentation. ©2019 Elanco or its affiliates 2

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Strengthens and Accelerates IPP Strategy Continues growth and innovation, accelerates margins Portfolio: Enhances Doubles Pet Business & Balances Mix, Emerging Markets, Grows Cattle Business Value Creation3 Revenue Growth4: Mid-single digit Productivity: Accelerates Reaching GM (60%) and EBITDA Margin (31%) Goals, Significant Synergy Adj. Adj. EBITDA Growth4: Double digit Adj. EPS5: Accretive in Yr 1; High single to low double digit accretive in Yr 2 Synergies: $275-300mm Leverage6: ~5x at close to <3x in Yr 2 Operating Cash Flow: ~$1B in Yr 2 Innovation: Expands Pipeline, Adds Technology, Builds Scale, Access to Bayer R&D1 Leadership: Creates #2 Animal Health Company2 Vet and Pet Owner Focus Antibiotic Alternatives Omnichannel Pet Market Portfolio Innovator Transaction positions Elanco to capitalize on trends shaping the industry. 1 Certain access rights to Bayer’s CropScience R&D pipeline and de-prioritized clinical Pharma assets. 2 Based on 2018 pro forma revenue of $4.7bn. 3 Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. Yr 1 and Yr 2 are 2021 and 2022, respectively. 4 Compounded annual growth first five years after close. 5 Based on Adjusted GAAP results. 6 Inclusive of synergies. ©2019 Elanco or its affiliates 3

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Acquisition Accelerates Expands Innovation Our IPP Strategy Transforms Portfolio • 8 key projects in development and 30+ lifecycle projects R&D Capabilities: Parasiticides, Dairy, complementary delivery technologies Investment scale to drive internal and external innovation Certain access rights to Bayer’s CropScience R&D pipeline and de-prioritized clinical Pharma assets • Doubles pet portfolio, balances mix, increases international positioning and scale Adds Seresto, a top 5 AH brand, one of the fastest growing consumer pet products Adds Industry-leading e-commerce/ retail capabilities Strengthens Elanco’s ability to compete across all channels Expands Portfolio and Food Animal channel opportunities (e.g., 4 new anchor cattle brands, bio-protection, warm water aqua) Increases Companion Animal (CA) presence in key markets (e.g, launching CA portfolio in China) • • • • THE CUSTOMER • • Accelerates Margin Expansion • • • 60%+ GM and 31%+ Adj. EBITDA ahead of standalone Strong cash flow generation to support deleveraging, to less than 3x gross debt to Adj. EBITDA by end of 20221 $275-$300mm run-rate cost synergies • • • Adj. EPS high single / low double-digit accretion in second year post-close Leverage independent stand up efforts to accelerate margin©2e0n19hEalanncoeomr itseanfftiliates • 4 1 Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance.

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Transaction Financial Summary Transaction enterprise value of $7.6 billion1 70% cash and 30% stock to Bayer • • Purchase Price • • Committed financing for the cash consideration Purchase price financed by: • $2.3bn in Elanco shares issued to Bayer, subject to a 7.5% symmetrical collar centered on $33.602 (~68 million shares at the midpoint of the collar) Financing Structure $5.3 billion in cash consideration3 funded with debt and • equity • Run-rate cost synergies of $275mm to $300mm by 2025, coupled with one-time costs to achieve Revenue synergies through combining core capabilities Expected Synergies • • • Mid-single digit % expected in first full fiscal year post-close High single / low double-digit % expected in 2022 EPS Accretion Anticipated Closing • Transaction expected to close in mid-20204 1 Based on $5.32bn cash consideration and $2.28bn stock consideration, each subject to adjustments as set forth in the purchase agreement. 2 Elanco’s volume weighted average share price for the 30 trading days ended 06-Aug-2019. 3 Subject to customary purchase price adjustments. 4 Subject to customary conditions and receipt of regulatory clearance. ©2019 Elanco or its affiliates 5

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PositionsElancoto CORE TRENDS Capitalize onTrends Shaping Industry EMERGING COMPANION ANIMAL TRENDS Pet owners making more pet care decisions … while vet relationships remain central to pet health Animal Well-being Growing middle class worldwide ~15% e-commerce growth in U.S. … omnichannel presence will be a differentiator Companion Animal Food Animal Highest growth in emerging markets … global and local leadership imperative 1 in 3 get wrong nutrition Increasing pet ownership ANIMAL HEALTH Need for improved access and affordability of care ~75% Significant innovation ecosystem evolution Pets living up to 20% longer Growing Increase in protein demand EMERGING FOOD ANIMAL TRENDS Emerging markets driving protein growth Overusing resources pet spend 40% 20% lost to death and disease, focus on productivity Growth from nutritional alternatives of U.S. pet medications purchased outside the clinic Increasing focus on bioprotection Significant innovation ecosystem evolution ©2019 Elanco or its affiliates 6

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The Combination At A Glance ©2019 Elanco or its affiliates 7 ©2019 Elanco or its affiliates

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Bringing Together a Legacy of Leadership Animal Health ©2019 Elanco or its affiliates 8 1Represents revenue converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. 2018 Revenue $ 3.1bn $ 1.7bn1 2018 Gross Margin 50% 64% 2018 Adj. EBITDA Margin 21% 23% HeadquartersGreenfield, IN Monheim, Germany Countries with Presence~ 50 ~ 60 Key Brands125 100+ Years in Industry65 100+ R&D Sites9 4 Manufacturing Sites12 9 Number of Employees~ 5,800 ~ 4,250 Key Areas of Leadership Portfolio Innovator Long-standing Vet Relationships RecognizedOnline and Pet and FA BrandsRetail Pioneer

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Doubles Pet Portfolio, NORTH AMERICA Balances Mix, Increases Scale INTERNATIONAL than doubles CA International scale TOTAL Doubles CA revenue from ~$1bn to ~$2bn Diversifies geographic mix Leading Position in CA Alternative Channels More with immediate footprint in China Strengthens European CA Parasiticides business Enhances FA presence in Japan, Mexico, China and Rest of World Food Animal (FA) Companion Animal (CA) $4.6 $2.5 $2.4 $2.2 $ 0.9 $ 0.8 $ 0.8 Elanco Elanco + Bayer AH Elanco Elanco + Bayer AH Elanco Elanco + Bayer AH Note: F©ig2u0r1e9s Eablaonvceoroerpritessaefnfitli2a0te1s8A revenue in billions USD. Converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. International includes other revenue of $26mm for Bayer Animal Health and Aqua revenue for Elanco. Total revenue excludes strategic exits for Elanco. International includes EMEA, LATAM, APAC and other global regions. Total sum may not add due to rounding. 9 $1.5 41% 50% 59% $ 1.3 50% $1.4 65% $1.6 77% $ 1.1 $ 0.3 35% $ 0.8 23% $3.0 54% 63% $1.9 46% $2.1 37% $1.1

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Accelerating Our Innovation, Portfolio and Productivity Strategy ©2019 Elanco or its affiliates ©2019 Elanco or its affiliates

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Portfolio Combines Veterinary Strengthwith E-Commerce &Retail Leadership Elanco ~15% annual growth in U.S. e-commerce sales Gain access to 1/3 of U.S. pet owners who do not visit the vet Meet pet owners where they choose to shop Bridge pet owners to vet through online capability creating improved care Blending core capabilities to offer omnichannel relevance and improved access Combined ©2019 Elanco or its affiliates 11

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Bayer’s Portfolio Combines Established Durable Brands with Recently Portfolio Launched Growth Drivers and Potential Pipeline Opportunities Access to Bayer R&D2 markets anc 12 1 LCM = Life Cycle Management. 2 Certain access rights to Bayer’s CropScience R&D pipeline and de-prioritized clinical Pharma assets. o or its affiliates Poultry ©2019 El Swine High-growth local brands in International Cattle Significant pipeline opportunities 8 Key Projects 30+ LCM1 and continuous line extensions Geographic focus with regional / local opportunities Parasiticide & formulation / delivery capabilities Focused dairy capabilities Research efforts in immune modulation & exploring emerging vaccine platform Companion Animals Growth Products Established Brands R&D Platforms R&D Pipeline

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EMENTARY O ACROSS NNELS bal market CAGR1 Combo VET PRESCRIBED “OUTSIDE THE VET” “OUTSIDE THE PET” (TOPICALS / COLLAR) Flea/Tick COMPL PORTFOLI “INSIDE THE PET”Portfolio (ORALS / INJECTIONS) Flea/Tick MODE CHA Combo$5.2B glo 6.4% Worms Elanco expands leadership into multiple sales channels, with a diversified product portfolio. 1 Vetnosis: Compound Annual Growth Rate 2019 to 2025 S AND Worms Flea/Tick 13

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Portfolio Advantage Family1: Growth in International Markets, with Stabilization in North US Dosage Analysis America and Europe Europe & International Revenue2 mm of doses $mm | All Channels Vet Channel Alternative Channels 34.3 +3% 31.0 14.8 14.6 $114 FY 2016 FY 2018 H1 2018 H1 2019 HH1 2001188 HH11 20199 • Strong alternative channels presence buffered Advantage Family against entrance of orals, despite erosion of topicals market share ~75% doses lost in last three years were from vet channel Overall Advantage family demand rests on a large and stable alternative channels base; ~80% of doses • China: >60% increase from successful launch of Advantage & Advocate e-commerce entry Growth in China balances declines in some European markets; signs of stabilization • • • The Advantage Family: One of Industry’s Most Recognizable Brands; Further Growth Opportunities: Cats, Alternative Channels and Emerging Markets ©2019 Elanco or its affiliates 14 1Advantage Family includes Advantage, Advantix and Advocate brands. 2 Represents revenue converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. 3.8 (18)% 4% 3.1 11.0 11.5 $117 9.8 (3)% 7.3 24.5 23.7

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Portfolio Seresto: $300mm Revenue, #2 Fastest Growing Blockbuster in AH Industry Seresto Sales in $mm1 ~$300 Significant growth headroom: 1/3 of pet owners in U.S. still unaware Loyal and growing customer base: ~90%+ current users would re-buy +23% Omnichannel availability: #1 on Amazon, Expansion to mass retail Generated Double Digit Growth in Year 7 Post-Launch International growth opportunity, including recent China launch 2012 2015 2018 Unique 8-month collar delivery for reliable and easy to use prevention and treatment for flea and tick for both Dogs and Cats Reached ~$300mm in 2018 with significant continued momentum 7 years of double digit growth trajectory in highly competitive parasiticides space Unique technology platform, with addl. line extension opportunities Seresto: Significant Blockbuster with continued growth potential, complements current portfolio ©2019 Elanco or its affiliates 15 1 Represents revenue converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. ~$130 YoY $10

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Portfolio TakingLeadership ALTERNATIVE CHANNELS LEADER Across Channels FIRST MOVER IN E-COMMERCE LEADING DIGITAL FOR COMPANION PARASITICIDES AND DTC MARKETING USA Italy UK #1 #1 #2 France Spain #1 #1 Amazon Rating   leadership position Amazon, with more than 3x as many reviews as competitors  Deep customer understanding Portfolio with key brands including Advantage family and Seresto  Structured approach for e-commerce expansion and scale   Established infrastructure and data capture capabilities  Dedicated channel management E-commerce and digital sales growing at ~15% as pet owners shift wher©e201t9 hElaencoyor itlseaffailiartesn about and purchase pet products 16

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Bayer Animal Health Leadsin Attractive Value Segments Portfolio Across RangeofHealth Relative Sales and Global Industry Rank by Key Species (2018A) Challenges Leading Positions in Sub-Segments and Geographies (2018A) Segment Size1 Industry Position1 n.a. in the industry with Victrio ©2019 Elanco or its affiliates Cattle - Beef #5 Cattle - Dairy #5 Swine #3 Poultry #5First in ovo-Immunostimulant Aqua #3 High-growth local brands driveLong-established brandsStrength in high-growthSustainable, attractive $325M international saleswith premium positionsemerging economiesmargins Source: Vetnosis, Bayer competitive intelligence and company information. 1 Excludes Vaccines.17 ~80% of sales from segments with Leading Positions in Pond aquculture (Shrimp) ~$500mm in China and Vietnam Shrimp ~$275mm ~65% of sales from segments with Leading Positions Coccidiosis control ~$55mm Injectable Antibiotics ~$275mm China ~$1,220mm ~50% of sales from segments with Leading Positions Ecto Parasiticides ~$220mm Ketosis control ~$110mm Mexico (Cattle overall) ~$165mm

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Portfolio Expands Growth Portfolio&Development Projects 17 GROWTH PORTFOLIO REVENUE COMBINED GROWTH ASSETS1 ($ in millions) $604 CAGR: +41% CA CAGR: FA 50+ DEVELOPMENT PROJECTS 2016 2017 2018 • Aligned with established platforms • Within 1 to 5 years of approval • Inclusive of recent Elanco acquisitions ©2019 Elanco or its affiliates 18 1Represents revenue converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. Revenue included for Entyce, Nocita, Seresto and Claro (US) is on a pro forma basis. +42% $403 $299

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Innovation Expands Innovation Development pipeline with 8 key projects and 30+ lifecycle management projects Strengthens R&D Capabilities, particularly parasiticides and dairy in Complementary delivery technologies and (topical/collar/sterile injection/chewable) approaches Access to Bayer Crop Science R&D and deprioritized Pharma assets Recent R&D Collaborations provide access to emerging platforms, e.g. Adivo for monoclonal antibodies Investment scale to drive internal and external innovation the new combined company of ©2019 Elanco or its affiliates 19

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Productivity Improves Elanco’sMargin Anticipated Delivery of 1,000 bps Expansion Trajectory Identified cost synergies: $275 – $300mm Key Areas of Identified Synergies Value chain, footprint and product mix of Adj. EBITDA Margin Expansion One Year Faster optimized across geographies to drive term cost efficiencies long Manufacturing and R&D streamlining Continues tivity agenda A re profitabl olio Portfolio optimization Proven tra rd Value & scale in alternative channels Leverage independent Elanco network 2015 2018 2022 Elanco has an established track record of creating value through M&A, integrating large acquisitions successfully and delivering on synergies. ©2019 Elanco or its affiliates * Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. 20 14% 21%    dds mo produc ck reco 31% e portf

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Compelling Value Proposition for Shareholders ©2019 Elanco or its affiliates ©2019 Elanco or its affiliates

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Key Components of Growth Agenda COMPONENTS OF MID-SINGLE DIGIT GROWTH Seresto’s Continued Leadership and Growth 2018 REVENUE1 ($ in billions) $4.7 Bayer AH Growth of FA Products in Emerging Markets Pipeline Value from 8 Key Projects and 30 Life Cycle Management Opportunities Elanco Incremental Channel Expansion Opportunity Elanco PF Elanco Stabilization within Advantage Family Gross ~50% ~55% Margin Durable and growth brands, innovative pipeline, and dedicated focus to sustain mid-single digit revenue growth. ©2019 Elanco or its affiliates 22 1 Represents revenue converted to USD using spot EUR/USD exchange rate as of 16-Aug-2019. Numbers may not add due to rounding. Dedicated Animal Health Focus $3.1 $1.7 $3.1 $3.1

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ProForma Elanco Intends toRapidlyDe-lever Leverage 1 Pro Forma Transaction Financing ~5.0x Bridge facility fully committed by Goldman Sachs Issuance of ~$5-6bn of debt and equity prior to close • • Near-Term Focus on Rapid De-leveraging Expected free cash flow, Adj. EBITDA growth and synergies will enable Elanco to de-lever quickly Intend to have credit metrics in-line with investment grade • • Capital Return to be a Part of Value Proposition Dividend part of future plans • Transaction Close 2022 ©2019 Elanco or its affiliates ¹ Pro Forma leverage at close reflects total pro forma gross debt / Adj. EBITDA including synergies of $275-300mm. Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. 23 <3.0 x

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ProvenTransformation ACTIVELY BUILDING STANDALONE CAPABILITIES Track Record PLAN IN PLACE TO DELIVER OUR COMMITMENTS AND SEAMLESS INTEGRATION Standup efforts on schedule with cost expectations and in-line Run: Dedicated focus driving Core Elanco and our IPP agenda Creating “fit-for-purpose” organization with processes, programs and capabilities Stand up: Significant progress on Lilly separation, largely complete prior to integration Operational planning and cost savings initiatives underway in line with integration Integrate: Demonstrated expertise (created value through 10 acquisitions) Leveraging stand up to combine two former divisions into one dedicated animal health company Innovative plan with a third-party in place carve out business prior to close to Timing allows build of optimal structure for combined organization. ©2019 Elanco or its affiliates 24

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Combination Strengthens Strategic Evolution & AcceleratesElanco’s …Supporting Our Standalone Growth Targets $4.7bn PF Revenue Mid-Single Digit Revenue Growth Enhances Scale… Doubles Our Pet Portfolio & Rebalances Mix Expands CA Presence in Emerging Markets ~50/50 Companion/Food Animal >2X EM Presence 8 Key Projects 30+ LCM, Platforms & Technology Creates Omnichannel Leadership Augments Our Pipeline & Capabilities #1 in Alternative Channels 1,000bps of Adj. EBITDA Margin Expansion, 1 year faster Advances Our Productivity Strategy Generates Meaningful Expected Synergies $275-300mm Expected Cost Synergies High Single / Low Double-Digit 2022 EPS Accretion <3.0x Target Debt-to-Adj. EBITDA by end of 2022 Unlocks Value to Shareholders Allows Us to Retain Financial Flexibility ©2019 Elanco or its affiliates 25

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Strengthens and Accelerates IPP Strategy Continues growth and innovation, accelerates margins Portfolio: Enhances Doubles Pet Business & Balances Mix, Emerging Markets, Grows Cattle Business Value Creation3 Revenue Growth4: Mid-single digit Productivity: Accelerates Reaching GM (60%) and EBITDA Margin (31%) Goals, Significant Synergy Adj. Adj. EBITDA Growth4: Double digit Adj. EPS5: Accretive in Yr 1; High single to low double digit accretive in Yr 2 Synergies: $275-300mm Leverage6: ~5x at close to <3x in Yr 2 Operating Cash Flow: ~$1B in Yr 2 Innovation: Expands Pipeline, Adds Technology, Builds Scale, Access to Bayer R&D1 Leadership: Creates #2 Animal Health Company2 Vet and Pet Owner Focus Antibiotic Alternatives Omnichannel Pet Market Portfolio Innovator Transaction positions Elanco to capitalize on trends shaping the industry. 1 Certain access rights to Bayer’s CropScience R&D pipeline and de-prioritized clinical Pharma assets. 2 Based on 2018 pro forma revenue of $4.7bn. 3 Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. Yr 1 and Yr 2 are 2021 and 2022, respectively. 4 Compounded annual growth first five years after close. 5 Based on Adjusted GAAP results. 6 Inclusive of synergies. ©2019 Elanco or its affiliates 26

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©2019 Elanco or its affiliates

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Our Commitments atIPO and Now 1 2 Our Commitments Now1 Our Commitments at IPO Components of Revenue Growth   ~2% price; rest volume  ~2% price; rest volume  60% from growth categories; 40% from Ruminants and Swine  Portfolio Mix  ~50% CA / ~50% FA  Adding Seresto and complementary products to Elanco’s growth assets Rumensin = ~7% / Seresto ~6%   Not dependent on a single product Rumensin ~10% of sales  Portfolio Innovator    Access to Lilly’s Pharma compound library 36 development projects   Access to Bayer’s Crop Science R&D and Pharma assets 8 key development projects and 30+ life cycle projects  Pipeline   Launched 3 products a year since 2015 New product launches represent ~10% of total sales   Intend to average 3 product approvals per year Growth product revenue to represent ~13%+ of total  Product Launches Alternative Channels  Emerging presence in alternative channels (vet clinic, specialty clinics, corporate clinics)  Leadership in the pet alternative channels; retail and online presence  ©2019 Elanco or its affiliates 28 1Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. Based on pro-forma estimates of combined company. Revenue Growth  At industry growth rate of 4-6% Mid-single digit growth

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Our Commitments atIPO and Now (Continued) 1 2 Our Commitments at IPO Our Commitments Now1  commitments through 2020 commitments through 2020  from 2018-2022 – one year earlier, additional from 2018-2023  needed / third-party mitigates transition risk ©2019 Elanco or its affiliates 29 1Assumes transaction close mid-2020 subject to customary conditions and receipt of regulatory clearance. Based on pro-forma estimates of combined company. Gross Margin  59% by 2023 60% by 2022 Margin Expansion Initiatives  85% of Elanco initiatives underway to deliver cost 100% of Elanco initiatives underway to deliver cost Adj. EBIT / EBITDA Margin  1,000bps of Adj. EBIT margin expansion (~18% to ~28%) 1,000bps of Adj. EBITDA margin expansion (~21% to 31%) opportunity beyond 2022 Stand-up Efforts  We are already substantially dis-entangled from Lilly Standup efforts are complementary with integration efforts Leverage  Long-term gross leverage target of 2.5-2.75x by 2020 Target gross leverage of <3x by 2022  Committed to achieving investment grade Intend to have metrics in line with investment gradeDelayed Dividend  Committed to initiating a dividend Not initiating dividend in the near-term, but intent remainsDelayed

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