UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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VARIAN MEDICAL SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
SIEMENS HEALTHINEERS AG
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One STEP Two LEAPS Siemens Healthineers AG plans to acquire Varian Medical Systems, Inc. Dr. Bernd Montag, CEO | Dr. Jochen Schmitz, CFO Aug 2, 2020
Safe HarbourStatement This presentation has been prepared solely for use at this meeting. This material is given in conjunction with an oral presentation and should not be taken out of context. By attending the meeting where this presentation is held or accessing this presentation, you agree to be bound by the following limitations. This presentation has been prepared for information purposes only and the information contained herein (unless otherwise indicated) has been provided by Siemens Healthineers AG. It does not constitute or form part of, and should not be construed as, an offer of, a solicitation of an offer to buy, or an invitation to subscribe for, underwrite or otherwise acquire, any securities of Siemens Healthineers AG or any existing or future member of the Siemens Healthineers Group (the Group) or Siemens AG, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Siemens Healthineers AG, any member of the Group or Siemens AG or with any other contract or commitment whatsoever. This presentation does not constitute a prospectus in whole or in part, and any decision to invest in securities should be made solely on the basis of the information to be contained in a prospectus and on an independent analysis of the information contained therein. Any assumptions, views or opinions (including statements, projections, forecasts or other forward-looking statements) contained in this presentation represent the assumptions, views or opinions of Siemens Healthineers AG, unless otherwise indicated, as of the date indicated and are subject to change without notice. All information not separately sourced is from internal company data and estimates. Any data relating to past performance contained herein is no indication as to future performance. The information in this presentation is not intended to predict actual results, and no assurances are given with respect thereto. The information contained in this presentation has not been independently verified, and no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information contained herein and no reliance should be placed on it. None of Siemens Healthineers AG or any of its affiliates, advisers, affiliated persons or any other person accept any liability for any loss howsoever arising (in negligence or otherwise), directly or indirectly, from this presentation or its contents or otherwise arising in connection with this presentation. This shall not,however, restrict or exclude or limit any duty or liability to a person under any applicable law or regulation of any jurisdiction which may not lawfully be disclaimed (including in relation to fraudulent misrepresentation). This document contains statements related to our future business and financial performance and future events or developments involving Siemens Healthineers that may constitute forward-looking statements. These statements may be identified by words such as expect, forecast, anticipate, intend, plan, believe, seek, estimate, will, target or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of Siemens Healthineers management, of which many are beyond Siemens Healthineers control. As they relate to future events or developments, these statements are subject to various risks, uncertainties and factors, including, but not limited to those described in the respective disclosures. Should one or more of these risks, uncertainties or factors materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Siemens Healthineers may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. All forward-looking statements refer to the date when they were made and Siemens Healthineers neither intends, nor assumes any obligation, unless required by law, to update or revise these forward-looking statements in light of developments which differ from those anticipated. This document includes in the applicable financial reporting framework not clearly defined supplemental financial measures (financial key performance indicators) that are or may be alternative performance measures (non-GAAP measures). These supplemental financial measures may have limitations as analytical tools and should not be viewed in isolation or as alternatives to measures of Siemens Healthineers net assets and financial positions or results of operations as presented in accordance with the applicable financial reporting framework in its half-year consolidated financial statements and consolidated financial statements. Other companies that report or describe similarly titled alternative performance measures may calculate them differently, which may therefore not be comparable. Please find further explanations regarding our financial key performance indicators in chapter A.2 Financial performance system and in the notes to the consolidated financial statements note 29 Segment information in the Annual Report 2019 of Siemens Healthineers. Additional information on reconciliations is also included in this presentation. These documents are available under the following internet link https://www.corporate.siemens-healthineers.com/investor-relations/presentations-financial-publications. As of beginning of fiscal year 2020, Siemens Healthineers applies the accounting standard IFRS 16, Leases. Comparative figures for the preceding fiscal year were not adjusted. Instead, the overall insignificant transition effects were recognized in equity as of October 1, 2019. Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures to which they refer. The information contained in this presentation is provided as of the date of this presentation and is subject to change without notice. Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 2
Safe HarbourStatement ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. The proposed merger will be submitted to the stockholders of Varian for their consideration and approval. In connection with the proposed merger, Varian will file a preliminary proxy statement with the SEC. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to the stockholders of Varian. Before making any voting decision, Varian stockholders are urged to read the proxy statement in its entirety, when it becomes available, and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement, if any, because they will contain important information about the proposed merger and the parties to the proposed merger. This communication is not a substitute for the proxy statement or any other document that may be filed by Varian with the SEC. Varian investors and stockholders may obtain a free copy of documents filed by Varian with the SEC at the SECs website at www.sec.gov. In addition, Varian investors and stockholders may obtain a free copy of Varians filings with the SEC from Varians website at http://investors.varian.com/SECfilings or by directing a request by mail or telephone to: 3100 Hansen Way, Palo Alto, CA 94304-1038, United States, F: +1(650)493-4000. PARTICIPANTS IN THE SOLICITATION Siemens Healthineers and Varian and their respective directors and executive officers may be deemed to be participants in thesolicitation of proxies from the stockholders of Varian in respect of the proposed transactions contemplated by the proxy statement. Information regarding Varians directors and executive officers is contained in Varians Annual Report on Form10-K for the year ended September 27, 2019 and in the proxy statement for Varians 2020 annual meeting of stockholders on Schedule 14A, dated December 20, 2019, both of which are filed with the SEC. Additional information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Varian in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC, free copies of which may be obtained as described in the preceding paragraph. To the extent holdings of Varians securities by Varians directors and executive officers change since the amounts set forth in the proxy statement for Varians 2020 annual meeting of stockholders or in the proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed withthe SEC. Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 3
Strategic priorities: Capture short-term potential and ensure market leadership beyond 2025 Mid-term and beyond as of Capital Market Day, January 2018 Mid-term New growth 2017-19 Upgrading Reinforcing Strategic Drive profitable growth Tap into adjacent Market leadership 2025 posture in core business growth markets Strategic Significant next generation Precision Therapy of priorities product and platform medicine tomorrow launches (e.g. Atellica) Digital, data Patient journey Technology enabled and AI stewardship services Structural cost savings move into Accompanied and supported by Siemens as a long-term shareholder Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 4
Varians strategy as of Q2 comm, May 2020 Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 5
Our strategies follow the same logic Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 6
OneSTEP TwoLEAPS A leap in cancer care A leap in impact (through a combination with Siemens Healthineers) (through a combination with Varian) Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 7
OneSTEP TwoLEAPS: Benefitting from each others strengths A leap in cancer care A leap in impact ⪠Most comprehensive portfolio along the complete ⪠Holistic partner for the entire customer spectrum cancer pathway all major diseases ⪠Most comprehensive portfolio for ⪠Accelerated digital & AI-enriched offerings enabling Further improved scale in sales, service, R&D and ⪠precision medicine production network ⪠Access to significantly broader sales, service, R&D and production network Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 8
One STEP Two LEAPS: Creating value for A leap in cancer care A leap in impact The right treatment at the right time for all major patients Less fear and uncertainty for cancer patients diseases customers Next level of cancer care One partner for all major clinical pathways Broader access to diagnosis & treatments at lower cost, societies Strong ally in turning cancer into a manageable disease saving millions of lives employees Company with inspiring purpose geared towards sustainable value creation shareholders Immediately enhanced growth profile and unique synergy potential thereafter Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 9
Cancer care is a clear growth market driven by demographics as of JPM conf., January 2020 Future market $20bn+ addressable market size1 Q3 FY2020 Source: Varian companyinformation Unrestricted© Siemens Healthineers AG, 2020 l 10 1 Total addressablemarketin thefutureasdisclosed byVarian, November 2019; CAGR companyestimate
70 years of leadership in medical technology have built a medtechchampion Key highlights A differentiated model Agile, Transformative, Visionary The cancer 8% 3Y oncology $3.2bn Revenue Expanding from radiotherapy to multi- operating order CAGR FY19 disciplinary cancer care in the cloud platform of the future Operating Revenue CAGR Leveraging the largest linacinstalled base 11% FY17 -FY19 16.5% margin 47% service FY17 -FY19 globally to drive recurring software and revenues in services revenue Oncology systems Market share in Investment in >50% radiation $1.5bn innovation over 4 years1 Expanding into high growth, high margin therapy businesses, furtherrecurring potential with Linac Software expansion to Oncology as a service 5.5k installs Winning in emerging markets ~55% ~75% ution (FY19) market share market share China India APAC Americas 19% 47% Disruptive potential from innovation, e.g. worlds 1st AI powered adaptive therapy EMEA solution with Ethos Therapy 33% Q3 FY2020 s Unrestricted© Siemens Healthineers AG, 2020 l 11
A leap in cancer care Novel cutting-edge intelligent therapy to re-define cancer care ⪠Leveraging the lead in diagnosis, targeted and personalized therapies and AI ⪠Developing an unmatched clinical and operational portfolio for precision oncology ⪠Making state of the art care accessible and Imaging and robotics Therapy affordable Comprehensive digital ecosystem to drive digital transformation ⪠Uniquely positioned for the digital transformation in oncology ⪠Making patient-sensing and therapy data available throughout the pathway Building on the proven EnVisionpartnership for ⪠Bringing AI to clinicaldecision making and more comprehensive and intelligent cancer care care management ⪠Developing a patient-centric, end-to-end digital ecosystem Q3 FY2020 Source: Varian companyinformation Unrestricted© Siemens Healthineers AG, 2020 l 12
A leap in impact Shapingthe future of healthcare Shared values Combining scale Shared history of innovation leadership: Combiningfootprints in >70 countries >70 years at Varian and >120 years at Siemens Healthineers Purposedriven to innovate, to help physicians 10,000 Varian employees + 54,000 Healthineers and to improve quality and access to care >4 mio. patients p.a. touched by Varian products, Pride in innovation close to thought leaders 240,000 patients examined per hour on Siemens Healthineers products Cultural fit Scale synergies Unique customer proximity Joint innovation power Addressing more departments and C-level at 1 $1.5bn total investment in innovation joining highest healthcare providers R&D intensity in the industry Strongly growing service franchise at Varian reinforced >1,000 Varian R&D engineers joining >9,000 Siemens by Siemens Healthineers unique global service network; Healthineers R&D employees boost digital service delivery >120 active clinical collaborations at Varian joining Leveraging strong position in high growth markets >90% of global top 100 providers partnering with Siemens Healthineers Revenue synergies Innovation synergies Q3 FY2020 Source: Varian company information Unrestricted© Siemens Healthineers AG, 2020 l 13 1 Total organic and inorganic investment over 4 years
Immediately enhanced growth profile and unique synergy potential thereafter Revenue growth profile Synergy ramp-up (EBIT, €m) + Cost synergies Revenue synergies >300 above 5% growth p.a. time Closing FY21 FY23 FY25 FY27 Immediately accretive to Siemens Healthineers >€300m EBIT synergies in FY25 further significant growth profile increase thereafter Note: graphsareindicative only Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 14
An attractive transaction delivers shareholder value ⪠Acquisition of 100% of shares outstanding of Varian(NYSE: VAR) for $177.50 per share Key terms Purchase price of $16.4 billion (equity value) 100% cash consideration Returns ⪠Attractive growth, margin and return profile being accretive to adjusted EPS1 in first 12 months post closing ⪠Estimated to generate at least €300 million of EBIT synergies p.a. in fiscal year 2025; mix of revenue and cost synergies, Synergies with revenue synergies representing a material portion of synergies over time ⪠Expect material benefit from synergies beginning in year 2 post closing ⪠Fully committed bridge facility of €15.2 billion in place ⪠Permanent financing / bridge take-out through combination of new debt and equity Financing Intention to finance up to approx. 50% of the transaction with new equity New equity issued by Siemens Healthineers AG will significantly increase free float and presumably trading volumes New debt to be issued at Siemens AG level and passed on to Siemens Healthineers via loans at market conditions Leverage ⪠Leverage within investment grade-like territory with rapid deleveraging through highly cash-generative combined business ⪠Varians board fully supports the acquisition proposal Path to ⪠Customary closing conditions: Receipt of Varians shareholder approval and applicable regulatory approvals completion ⪠Expected to be completed in the first half of CY2021 Q3 FY2020 1 before PPA effects, transaction, integration, retention and restructuring costs Unrestricted© Siemens Healthineers AG, 2020 l 15
Q3 results
Siemens Healthineers showsresilient performancedespite COVID-19 pandemic Q3 comparable1 revenue down by -6.9% due to COVID-19 impacts Revenue decline1 in Imaging with -3.3% and Advanced Therapies with -1.8% ; service continues to hold up well Equipment book-to-bill of 0.94 in Q3 Diagnostics with -15.9% revenue decline1 due to reduced testing for routine care, significantly impacting margin Adjusted EBIT margin at 13.9%, -120 bps y-o-y Adjusted basic earnings per share of €0.30, -21% y-o-y Free cash flow+48% versus prior year quarter Outlook for FY2020: Comparable1 revenue growth expected to be broadly flat Adjusted basic EPS expected between €1.54 and €1.62 Q3 FY2020 1 Y-o-y on a comparable basis, excluding currency translation and portfolio effects Unrestricted© Siemens Healthineers AG, 2020 l 17
Testingand examinationvolumeshavelargelyrecoveredfrom troughlevels Central lab test volumes1 Magnetic resonance exams2 China China 35,000 35,000 Typical Typical level level # of tests COVID-19 cases # of exams COVID-19 cases 0 0 0 0 Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun USA & Canada USA Typical 350,000 350,000 level Typical level 4 # of tests COVID-19 cases # of exams COVID-19 cases 0 0 0 0 Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun New COVID-19 casesper week³ Number of patient tests New COVID-19 casesper week³ Number of MR exams 1 Data limited to certain Siemens Healthineers instruments connected to Smart Remote Services, which may not be representative of overall testing across all instruments Q3 FY2020 and all sites in the respective location | 2 Based on connected Siemens Healthineers equipment | 3 Source: Johns Hopkins University | 4 USA only Unrestricted© Siemens Healthineers AG, 2020 l 18
COVID-19 pandemic with regionally diverse impact Americas EMEA Asia, Australia With pandemic still in acute state, Improving market conditions with Strong differences among the countries investment decisions held back by positive equipment order momentum in Asia / Australia uncertainty Recovering imaging and diagnostic testing Diagnostics has reached trough; China with positive signs of recovery due volumes not yet turning sentiment equipment and services held up well to rapid progress on fighting COVID-19 Revenue growth (Q1-Q3)1 Revenue growth (Q1-Q3)1 Revenue growth (Q1-Q3)1 Equipment Services Equipment Services Equipment Services DX (reagents) DX (reagents) DX (reagents) 1Y-o-y on a comparable basis, excluding currency translation and portfolio effects Note: Indicativegraphon revenuegrowth Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 19
Resilient portfoliolimitsnegative impactsfromCOVID-19 crisis Revenue (€m) Adjusted basic earnings per share (€) Net Income 353 271 (€m) Comparable -6.9% Growth1 Y-o-Y -21% 3,569 0.38 3,312 0.30 Q3 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Revenue declined due to COVID-19 headwinds Adj. basic EPS down 21% y-o-y on declined revenue Imaging and Advanced Therapies with resilient performance Adj. EBIT margin with muted margin contraction on declining especially due to largely stable service business revenue due to stringent cost management and positive mix Americas with -10% y-o-y due to COVID-19 crisis peaking in the U.S. Financial expenses net down y-o-y EMEA and Asia, Australia with -5% y-o-y, revenues ranging between Tax-rate with 33% temporarily up versus relatively low PYQ (tax-rate declines in the teensand flattish developments, e.g. China Q3 FY19: 24%) Q3 FY2020 1 Y-o-y on a comparable basis, excluding currency translation and portfolio effects Unrestricted© Siemens Healthineers AG, 2020 l 20
DiagnosticsmostdirectlyexposedtoCOVID-19 impactson healthcaresystems Imaging (€m) Diagnostics (€m) Advanced Therapies (€m) Comparable -3.3% -15.9% Growth1 -1.8% Revenue 2,186 2,113 1,043 869 378 372 Q3 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Margin Y-o-Y +210 bps -1090 bps -70 bps 76 Adj. EBIT 447 65 417 (7.3%) 62 (margin) (21.2%) (17.3%) (19.1%) -32 (16.6%) (-3.6%) Q3 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Q3 FY2019 Q3 FY2020 Moderate revenue decline in Q3 Revenue significantly down y-o-y on Modest decline in Q3 thanks to solid due to largely stable service business, declining reagent volumes, slightly backlog conversion CT2 continued to grow compensated by COVID-19 related tests Margin y-o-y slightly down, with dilution Margin y-o-y up due to stringent cost Lower reagent revenue share drives from Corindusmuted by stringent cost management and positive mix, margin significantly down y-o-y, management overcompensating negative conversion muted by stringent cost management Q3 FY2020 1 Y-o-y on a comparable basis, excluding currency translation and portfolio effects | 2 Computed Tomography Unrestricted© Siemens Healthineers AG, 2020 l 21
Financial framework continues to be very healthy Resilient Cash Generation (€m) Healthy Balance Sheet (€bn) Cash conversion 0.50 0.75 Leverage³ 1.6x 2.1x rate² +35% 1,065 6.1 Free Cash Flow 790 Net debt 4.4 pre-tax1 incl. pension Q1 -Q3 FY2019 Q1 -Q3 FY2020 30-Jun-2019 30-Jun-2020 Resilient business withhealthy cash generation Strong balance sheet unaffected by the crisis No material customer defaults in Q3 Net debt of €6.1 bn, therein €5.0 bn loan volume with balanced Good FCF generation above previous year level, with strong cash maturity profile between FY2021 and FY2046 collection Net debt in FY2020 includes increase of ~€0.4 bn from IFRS16 effect Net debt now includes two acquisitions and raised dividend pay-out Provisions for pensions remain stable in volatile financial markets 1 Cash flowin FY2020 includes increasein thedouble-digit mio. rangedue toIFRS16 Q3 FY2020 2 CCR=Free Cash Flow pre tax/Healthineers EBIT Unrestricted© Siemens Healthineers AG, 2020 l 22 3 Leverage is net debt incl. pension over EBITDA rolling four quarters
Fullyearoutlookconfirmsresiliencein continuedchallenging environment Comparable1 revenue growth Q1 Q4 FY 2020 Full year 2020 outlook For the current fiscal year, we expect broadly flat revenue growth on a comparable1 basis Adjusted basic earnings per share expected between €1.54 and €1.62 (prior fiscal year: €1.70) Q1 Q2 Q3 The outlook is based on the assumption that the current business environment, including the upward trend in testing for routine carethat has been observed, will not deteriorate again, as well as on current exchange rate assumptions and on the current Equipment Service DX (reagents) portfolio.In addition, it is assumed that there will be no material change in the valuation of share-based compensation programs that are tied to shares of Siemens AG. 1 Y-o-y on a comparable basis, excluding currency translation and portfolio effects Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 23
An exceptional team in extraordinary times #inthistogether Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 24
Shaping the future of healthcare
Appendix Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 26
Cash ConversionRate in Q3 FY2020 above1 Q3 Siemens Healthineers EBIT to Free Cash Flow (€m) Imaging 0.9 1 CCR Diagnostics <0 Adv. Therapies 2.0 CCR1 1.12 618 38 596 -17 -71 28 208 -135 460 410 -124 336 Healthineers Amortization, EBITDA Change in Change in Add. to Other Operating Add. to Free Cash Income Free Cash EBIT depr.and fin. OWC³ other assets operating Cash Flow intangible Flow taxes Flow inc./exp., net2 & liabilities leases pre tax assets, PPE pre tax 1 CCR=Free Cash Flow pre tax/Healthineers EBIT 2 Amortization, depreciation and impairments (excl. PPA) and financial income/expenses, net from operations Q3 FY2020 3 OWC = Operating Working Capital Unrestricted© Siemens Healthineers AG, 2020 l 27
Q3 FY2020 reconciliations and KPIs for group and segments Q3 FY2020 Q3 FY2019 Diagnostics Advanced Diagnostics Advanced Healthineers Imaging Healthineers Imaging Position (€m) Therapies Therapies AdjustedEBIT 461 447 -32 62 539 417 76 65 therein adjusted for: Amortization of intangible -41 -33 -assets acquired in business combinations therein adjusted for: Severance charges -9 -6 -1-15 -11 -3therein adjusted for: Acquisition-related transaction costs therein: Amortization, depreciation and 208 42 74 5 154 38 68 3 impairments (incl. PPA) EBITDA 618 483 41 66 645 444 141 68 Assets asofSep. 30th 2019 Assets 22,702 7,423 5,362 2,019 21,429 6,840 5,499 997 Free Cash Flow1 336 413 -97 119 227 387 -72 69 Q3 FY2020 1 Q3 FY2019 on segment level adjusted according to the definition of the adjusted EBIT Unrestricted© Siemens Healthineers AG, 2020 l 28
Q3 adjustedEBIT tonetincomeand adj.basicEPS reconciliation Position (€m) Q3 FY2020 Q3 FY2019 Adjusted EBIT 461 539 therein adjusted for: Amortization of intangibles assets acquired in business combinations -41 -33 therein adjusted for: Severance charges -9 -15 therein adjusted for: Acquisition-related transaction costs Financial income, net1 -7 -25 therein interest income 8 12 therein interest expenses -21 -31 therein other financial income, net 6 -5 Income before income taxes 403 467 Income tax expenses -131 -114 Net income 271 353 Non-controlling interest 2 5 Net income attributable to shareholders of Siemens Healthineers AG 270 348 Basic earnings per share (in €)2 0.27 0.35 Severance charges 0.01 0.01 Acquisition-related transaction costs Amortization of intangibles assets acquired in business combinations 0.03 0.02 Adjusted basic earnings per share (in €) 0.30 0.38 1 Financial income shown with positive and expenses with negative sign | 2 Earnings per share are computed by dividing net income attributable to the shareholders of Q3 FY2020 Siemens Healthineers AG by the weighted average number of outstanding shares of Siemens Healthineers AG Unrestricted© Siemens Healthineers AG, 2020 l 29
Q3 balancesheet and net debt bridge Net debt overview Capital structure development in Q3 FY2020 (in €bn) in €bn Sep. 30th 2019 June 30th 2020 Leverage1 1.4x ³ 2.1x Cash and cash equivalents 0.9 0.6 6.1 1.0 Receivables from Siemens Group 0.7 0.4 (financial cash) 4.4 1.0 Short-term and long-term debt (0.1) (0.5) Pensions 1.0 Payables and other liabilities to 1.7 (4.4) (5.6) -1.0 Siemens Group (financial debt) 5.1 Net debt (2.9) (5.1) Net Debt 3.4 Provisions for pensions and similar (1.0) (1.0) obligations Net debt (incl. pensions) (4.0) (6.1) 01-Oct-192 CF from CF from CF from 30. June 20 operating act. investing act. financing act. and others Q3 FY2020 1 Leverage is net debt incl. pension over EBITDA rolling four quarters | 2 Opening balance includes effect from IFRS16 of €0.4 bn | 3 based on Sep. 30th 2019 Unrestricted© Siemens Healthineers AG, 2020 l 30
SHS loan maturity profile SHS loans with Siemens Group as of 30.06.2020 1 (in mio €) Comments 1,861 ⪠Total loan volume ~5 €bn equivalent Other 90 ⪠Average interest rate ~0.8% 3 EUR 1,5142 ⪠All maturities exceeding FY 2020 USD 1,000 Top 5 loans 884 2 Volume Interest 667 Currency Volume Maturity in € rate USD $1,689 €1,5142 0.26% 2 FY2027 7712 EUR €1,000 €1,000 0.25% 4 FY 2021 USD $990 €884 3.4% FY 2046 0 USD $859 €7712 -0.7% 2 FY 2021 FY 2020 FY 2021 FY 2023 FY 2027 FY 2046 USD $743 €6672 -0.2% 2 FY 2023 1 Maturity profile based on Fiscal Year start October 1 -translation to EUR according to spot rate as of Jun 30th 2020 2 USD loans addressed by SHS debt & capital restructuring project resulting in synthetic EUR debt; EUR volume and interest rate are calculated with underlying hedge rates Q3 FY2020 3 Average interest rate for FY20 after implementation of debt and capital restructuring project Unrestricted© Siemens Healthineers AG, 2020 l 31 4 Floating interest rate
Fundedstatusunchanged Q3 FY2020 Key financials Pensions and similar obligations Q1 Q2 Q3 in €bn1 FY2017 FY2018 FY2019 FY2020 FY2020 FY2020 Defined benefit obligation (DBO)2 (4.1) (3.4) (3.8) (3.7) (3.6) (3.8) Fair value of plan assets2 2.4 2.6 2.8 2.8 2.6 2.8 Provisions for pensions and similar (1.7) (0.8) (1.0) (1.0) (1.0) (1.0) obligations Discount rate 2.8% 2.9% 1.8% 1.9% 2.2% 1,7% Interest Income 0.1 0.1 0.1 0.0 0.0 0.0 Actual return on plan assets 0.1 0.1 0.3 0.0 -0.2 0.0 1 All figures are reported on a continuing basis | 2 Fair value of plan assets including effects from asset ceiling (Q3 FY2020: € -0.0bn); difference between DBO and fair value of plan assets additionally resulted in net defined benefit assets (Q3 FY2020: €+0.0bn); Defined Benefit Obligation (DBO) including other post-employment Q3 FY2020 benefit plans (OPEB) of ~€ -0.1bn Unrestricted© Siemens Healthineers AG, 2020 l 32
Q3 FY2020 Unrestricted© Siemens Healthineers AG, 2020 l 33
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