the TTM Investor Presentation
Transcription
the TTM Investor Presentation
TTM Technologies, Inc. Investor Presentation • January 2015 Disclaimer Forward‐Looking Statements Forward‐Looking Statements Certain statements in this communication may constitute “forward‐looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the operations of the businesses of TTM Technologies, Inc. (“TTM” or the “Company”) and Viasystems Group, Inc. (“Viasystems”) separately and as a combined entity; the expected benefits of the integration of the two companies; the combined company’s plans, objectives, expectations and intentions; and other statements that are not historical fact. These statements are , p p g y g g j made on the basis of the current beliefs, expectations and assumptions of the management of TTM and Viasystems regarding future events and are subject to significant risks and uncertainty. Statements regarding our expected performance in the future are forward‐looking statements. It is uncertain whether any of the events anticipated by the forward‐looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company. These forward‐looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward‐looking statements, including but not limited to: the ability of TTM to successfully integrate Viasystems’ operations, product lines, technology and employees and realize synergies and additional opportunities for growth from the proposed merger in a timely manner or at all; unknown, underestimated or undisclosed commitments or liabilities; the level of demand for the combined company’s products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and printed circuit boards, and customers’ new technology and capacity requirements; TTM’s and Viasystems’ ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and developments beyond Viasystems’ or TTM’s control, including but not limited to, changes in domestic or gglobal economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, p p health concerns, international, political or military developments, and technological developments. Additional factors that may cause results to differ materially from those described in the forward‐looking statements are set forth in the Annual Report on Form 10‐K of TTM Technologies, Inc. for the year ended December 30, 2013, which was filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2014, under the heading “Item 1A. Risk Factors” and in the Annual Report on Form 10‐K of Viasystems for the year ended December 31, 2013, which was filed with the SEC on February 14, 2014, under the heading “Item 1A. Risk Factors,” and in each company’s other filings made with the SEC available at the SEC’s website at www.sec.gov. Neither TTM nor Viasystems undertakes any obligation to update any such forward‐looking statements to reflect any new information, subsequent events or circumstances, or otherwise, except as may be required by law. No Offer or Solicitation This presentation is strictly confidential. The securities described in this presentation are being offered in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended, only to qualified institutional buyers under Rule 144A and outside the United States to non‐U.S. persons under Regulation S. These exemptions apply to offers and sales of securities that do not involve a public offering. In making your investment decision, you should rely only on the information contained in the offering memorandum relating to the securities described in this presentation. This presentation is not an offer to sell any securities and it is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. 1 Disclaimer Use of Non‐GAAP Financial Measures Use of Non‐GAAP Financial Measures In addition to the financial statements presented in accordance with U.S. GAAP, TTM and Viasystems use certain non‐GAAP financial measures, including “adjusted EBITDA.” The companies present non‐GAAP financial information to enable investors to see each company through the eyes of management and to provide better insight into its ongoing financial performance. Adjusted EBITDA is defined as earnings before interest expense income taxes depreciation amortization of intangibles stock based compensation Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation, amortization of intangibles, stock‐based compensation expense, gain on sale of assets, asset impairments, restructuring, costs related to acquisitions, and other charges. For a reconciliation of adjusted EBITDA to net income, please see Appendix A at the end of this presentation. Adjusted EBITDA is not a recognized financial measure under U.S. GAAP, and does not purport to be an alternative to operating income or an indicator of operating performance. Adjusted EBITDA is presented to enhance an understanding of operating results and is not intended to represent cash flows or results of operations. The Boards of Directors, lenders and management of the companies use adjusted EBITDA primarily as an additional measure of operating performance for matters including executive compensation and competitor comparisons. The use of this non‐GAAP measure provides an indication of each company’s ability to service debt, and management considers it an i h f hi id i di i f h ’ bili i d b d id i appropriate measure to use because of the companies’ leveraged positions. Adjusted EBITDA has certain material limitations, primarily due to the exclusion of certain amounts that are material to each company’s consolidated results of operations, such as interest expense, income tax expense, and depreciation and amortization. In addition, adjusted EBITDA may differ from the adjusted EBITDA calculations reported by other companies in the industry limiting its usefulness as a comparative measure EBITDA calculations reported by other companies in the industry, limiting its usefulness as a comparative measure. The companies use adjusted EBITDA to provide meaningful supplemental information regarding operating performance and profitability by excluding from EBITDA certain items that each company believes are not indicative of its ongoing operating results or will not impact future operating cash flows, which include stock‐based compensation expense, gain on sale of assets, asset impairments, restructuring, costs related to acquisitions, and other charges. Data Used in This Presentation 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. [[Third Party Information y This presentation has been prepared by the Company and includes information from other sources believed by the Company to be reliable. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of any of the opinions and conclusions set forth herein based on such information. This presentation may contain descriptions or summaries of certain documents and agreements, but such descriptions or summaries are qualified in their entirety by reference to the actual documents or agreements. Unless otherwise indicated, the information contained herein speaks only as of the date hereof and is subject to change, completion or amendment without notice.] 2 TTM Differentiated Leadership Position • A leading global PCB manufacturer ‐ $1.4 billion in revenue in 2013 • Broad product offering with a focus on advanced technology • Leader Leader in Aerospace and Defense, networking and telecom, and in Aerospace and Defense networking and telecom and advanced mobile devices • Healthy balance sheet and solid cash flow funding growth lh b l h d ld h fl f d h • Proposed acquisition of Viasystems expands end markets and customer base 3 13 Manufacturing Facilities Deliver one‐stop manufacturing services United States 4 China 1 9 6 12 13 2 8 5 3 7 11 Aerospace/Defense High Tech/ Quick‐Turn/High Mix Focused Assembly Volume Production 1 Stafford, CT 4 Chippewa Falls, WI 8 Shanghai, China 10 Dongguan – DMC 2 Santa Clara, CA 5 Santa Ana, CA 9 Stafford Springs, CT 11 Guangzhou – GME 3 San Diego, CA 6 Logan, UT 12 Shanghai – SME 7 Hong Kong – OPCM Substrate 13 Shanghai ‐ SMST Approximately 15,000 employees 4 10 Current Global Ranking Top 10 World PCB Makers 2013 $ millions Represents approximately 32% of 2013 total world PCB output 3500 3000 2,556 2500 2,205 2,205 2 163 2,163 2 136 2,136 2000 1,700 1,567 1,372 1500 1,370 1,315 1,180 1000 500 0 Nippon pp Mektron Young g Poong Zhen Dingg Unimicron SEMCO Ibiden Tripod p TTM Sumitomo Source: Prismark Partners ,February 2014 Leading Position in Growing Market Segments • Core supplier to wide range of high‐end networking products addressing Core supplier to wide range of high end networking products addressing • • 5 increasing bandwidth demands Key supplier in rapidly growing touch screen tablet business Expanding position in smartphones Expanding position in smartphones Daeduck World PCB Outlook China $B SE Asia, S. Korea Japan $70 $60 $2.2 $3.0 $50 $40 $40.9 $40 9 $6.7 $30 $10.9 $20 $57.5 2018F ($bn)) ($ 14/18F CAGR $2.0 $65.1 $2.9 $5.6 China $26.3 $31.3 4.4% SE Asia, S. Korea $19.2 $23.3 4.9% $23 3 $23.3 Japan $6.8 $5.6 (4.7%) Americas $3.0 $2.9 (0.3%) Europe $2.2 $2.0 (2.5%) World $57.5 $65.1 3.2% Europe $6.8 $19.2 $11.3 $26.3 $10 $10 Region g 2014F ($bn)) ($ Americas $31.3 $8.5 $ $3.6 $0 2000 2014 F 2018 F Source: Prismark Partners – World PCB Report, April 2000, November 2014 • The worldwide PCB market is expected to grow approximately 3 percent through 2018 with the majority of growth occurring in Asia • ~48% of the world PCB production will be generated from China/HK in 2018 6 Focused on Growth in Advanced Technology PCB Product Types (% of Total Production Value) World 40% TTM World PCB Growth: 2013‐2017 CAGR Advanced Technologies Rigid‐Flex 30% 20% 10% Flex 4.6% Microvia (HDI) 4.5% Substrates 4.4% 8‐16 Mid 0% 8‐16 Mid 18+ High Microvia Substrates Rigid‐Flex (HDI) Flex 1‐2 Sided 4‐6 Low World 16% 13% 23% 12% 2% 15% 14% 5% TTM 0% 1% 7% 26% 18% 33% 5% 10% – Advanced HDI – Rigid‐Flex – Specialty Substrates S i lt S b t t 7 3.5% 18+ High 2.7% 4 6 Low 4‐6 Low 2 5% 2.5% 1‐2 Sided Source: Prismark Partners, November 2013; Company reports FY2013 • PCB Technologies 11.3% • Product Examples – Smartphones – Touchpad Tablet PCs, Missile Systems & Flight Deck Electronics – RF and Connectivity Modules, Memory, Sensor, Audio, Baseband & Application Processors 1.0% TTM – Differentiated Technology Mix Global PCB Makers (Product Focus) Flex Substrate HDI 2% DS Commodity 4‐6 Low 13% 5% 5% 12% 7% 20% 12% 8‐16 Mid 11% 18 + High 13% TTM Technologies (Product Focus) 16% 18+ High 31% 8 – 16 Mid 10% 4 – 6 Low 30% HDI 5% Substrate Flex / Rigid‐Flex 23% 18% 50% 30% 27% 100% 60% 10% 40% 30% 26% Ni Nippon Mektron Zh Di Zhen Ding Flex Focus Source: NTI Research, July 2013 8 Ibid Ibiden 6% 3% 7% 8% U i i Unimicron Ti d Tripod Vi Viasystems t Diversified Product Di ifi d P d t Mix Substrate Focus Volume Multilayer Focus Advanced Technologies 70% Diversified End Markets ‐ Full Year 2013 TTM Re en e TTM Revenue Medical / Industrial / Instrument 8% Other 5% Networking / Communication 32% Aerospace & Defense 15% End Market End Market (PCB Growth Rates) SAM SAM $mm 2013 –– 2018 2013 2018 CAGR Networking/Communications $2,803 3% ‐ 6% Computing/Storage/Peripherals $4,117 5% ‐ 8% Cellular Phone $3,095 6% ‐ 10% Aerospace/Defense $1,022 1% ‐ 4% Medical/Industrial/Instrument $1,124 2% ‐ 6% Other (Automotive & Consumer) $1,878 2% ‐ 5% Sources: BPA Feb 2014, Electronic Outlook Corporation Q4 2014, Prismark Partners Aug 2014, TechNavio 2013, Company estimates Cellular Phone Cellular Phone 20% Computing / Storage / Peripherals 20% 2013 Net Sales $1,368mm 9 Viasystems Acquisition Summary September 21, 2014 TTM Technologies, Inc definitive agreement to acquire 100% of Viasystems Group, Inc • Acquisition of 100% of Viasystems (VIAS) outstanding shares • VIAS will receive $11.33 per share in cash and 0.706 shares of TTM stock for each VIAS share • Implied enterprise value of approximately $888 million¹ • TTM shareholders will own ~ 84% of the common stock of the combined company TTM shareholders will own ~ 84% of the common stock of the combined company • VIAS’ shareholders approved the transaction on December 16, 2014 • Transaction expected to close 1H2015 after regulatory approvals • TTM has fully committed financing for the transaction • Combined LTM Sept‐14 revenue and Adjusted EBITDA of $2.5 billion and $359² million 1 2 Implied enterprise value adjusted for $ 7mm of Viasystems Guang hou fire settlement expected to be received in Q4 0 4 Implied enterprise value adjusted for $27mm of Viasystems Guangzhou fire settlement expected to be received in Q4 2014 Assumes run‐rate $55mm of synergies and excludes costs to achieve such synergies and taxes. Tax impact expected to be minimal due to existing NOLs 10 Strategic rationale End market and customer diversification • Introduces Automotive segment – 15% of total combined FY2013 sales • Complementary presence in Networking/Telecom, MII and A&D Complementary global footprint and capabilities • Operational excellence and expertise in key technologies Differentiated market leader with compelling technology with compelling technology Significant cost synergies Significant cost synergies Enhanced operational team 11 • Outstanding global blue‐chip customers • Combined FY2013 revenue of $2.5 billion • Creates one of the world Creates one of the world’ss largest and most diversified PCB manufacturers largest and most diversified PCB manufacturers • $55M run‐rate cost synergies targeted in first year after close • Reductions in duplicative costs • Highly‐skilled combined company management team • Extensive experience and relationships in the PCB industry Increases End Market Diversification 2013 revenue by end market1 TTM Viasystems Other (mostly Consumer) Aerospace/ Defense 3% 15% Networking/ Communications 32% Automotive 2% Networking/ Communications 27% Aerospace/ Defense 11% Computing/ Storage/ Peripherals 20% 2013 sales = $1,368mm Other 2% Aerospace/ Defense 13% Networking/ Communications 30% Automotive 15% Automotive 30% Cellular Phones 20% Medical/ d l/ Industrial/ Instrumentation 8% Combined Medical/ d l/ Industrial/ Instrumentation 25% Computing/ Storage/ Peripherals 7% 2013 sales = $1,171mm Medical/ d l/ Industrial/ Instrumentation 16% Cellular Phones 11% Computing/ Storage/ Peripherals 14% 2013 combined sales = $2,539mm Note: TTM and Viasystems end market breakdown reclassified for illustrative purposes 1 Viasystems end market categorization was developed by TTM based on information obtained during the due diligence process. See Slide 12 for historical Viasystems presentation of end markets Combination reduces impact of seasonality 12 Adds High Growth Automotive End Market PCB usage ‐ automotive electronics ($ billions) Auto shipment (millions units) 88.0 $5.8 85.7 83.5 $4.7 79.7 $3.6 $3.9 $4.1 74.1 2010 2011 2012 2013E 2014E 2010 2011 2012 2013E Source: NTI Digest, Aug 2014 & Navigant Research, 2Q 2014; TechNavio Analysis Advantages of Automotive End Market Forecasted strong unit growth • Content per vehicle increasing • Viasystems is a leader in core automotive requirements • Creates opportunities for TTM’s advanced technology • N t M k t it f f l ffi i Note: Market units for fuel efficiency, safety, informatics applications and ECU. Market value for electronic devices such as f t i f ti li ti d ECU M k t l f l t i d i h semiconductors or connectors. i d t t Source: TTM company data, Wards, Anfavea, AEB, JAMA, JAPA, CAAM, SIAM, GAIKINDO, TMT, TSR, Marklines, Gartner, JEITA, Bishop, Citi Research estimates 13 2014E Improved Customer Diversification 2013 revenue contribution by customer TTM Viasystems Top 5 Customers 41% Combined Top 5 Customers 27% Top 5 Customers 31% Other 59% Other 69% Other 73% Top 5 Customers Length of relationship Top 5 Customers Length of relationship Top 5 Customers Length of relationship Apple Apple > 10 years > 10 years Alcatel‐Lucent > 10 years > 10 years Apple > 10 years > 10 years Cisco > 10 years Autoliv > 10 years Bosch > 10 years Ericsson > 10 years Bosch > 10 years Cisco > 10 years Huawei > 10 years Continental > 10 years GE > 10 years Juniper > 10 years GE > 10 years Huawei > 10 years Over 1,000 customers Note: Customer names ordered alphabetically 14 Over 1,000 customers Creates a Leading Global Player 2013 Top 10 world PCB manufacturers by revenue ($ millions) 4,000 , Top 10 represent ~34% of 2013 total world PCB output Top 10 represent ~34% of 2013 total world PCB output 2013 Global PCB output of ~$55bn 2013 Global PCB output of ~$55bn 3,500 Combined TTM + Viasystems: 5% (TTM #8, VIAS #13) 3,000 2,500 $2,556 $2,539 $2,205 $2,163 $2,136 2 000 2,000 5% $1,700 1,500 $1,567 TTM VIAS 3% 2% 4% $1,372 $1,315 4% $1,180 4% 1,000 3% 3% 2% 2% 2% 500 0 Nippon TTM + Mektron Viasystems Young Poong Zhen Ding Unimicron SEMCO Ibiden Tripod Sumitomo Daeduck Others 66% Note: Nippon Mektron is the largest PCB manufacturer based on 2013 revenue, however, its products primarily include flex. The combined company will be the largest diversified PCB manufacturer in the world Source: Prismark Partners; TTM and Viasystems filings ● The top 20 PCB providers comprise less than 50% of market share in the PCB industry ● Over $28bn of PCB revenue is generated by companies with less than $700mm of annual revenue ● TTM and Viasystems have complementary positions in Medical; Industrial & Instrumentation; Networking & Communications; and TTM and Viasystems have complementary positions in Medical; Industrial & Instrumentation; Networking & Communications; and Aerospace & Defense segments ● TTM is a leading advanced technology supplier to the rapidly growing smartphone segment 15 Strategic Initiatives Comprehensive integration planning for Viasystems acquisition Continued focus on delivering advanced technology to broad base of customers across diverse end markets Drive operational excellence through global best practice sharing, yield improvement and rapid new product ramps Manage balance sheet for growth and risk - use free cash flow to deleverage the balance sheet post acquisition 16 Financial Overview 17 17 TTM Operating Performance Gross margin1 Revenue Asia‐Pacific ($mm) North America ($mm) $1,429 $1,349 $1,368 $566 $509 $521 $863 $839 $847 2011 2012 2013 Gross profit ($mm) 21.2% $302 2011 Adjusted EBITDA2 Adj. EBITDA ($mm) 18.1% $258 $191 16.8% 16.0% $226 $219 2012 2013 Non‐GAAP EPS3 Adj. EBITDA margin 14.1% Gross margin Non‐GAAP EPS ($) $1.52 13.3% $181 $0.85 $0.62 2011 1 Adjusted 2012 2013 2011 2012 2013 for stock-based compensation Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation, amortization of intangibles, stock-based compensation expense, asset impairments, restructuring and other infrequent items 3 Adjusted for amortization of intangibles intangibles, stock stock-based based compensation expense expense, non-cash non cash interest expense expense, asset impairments, impairments restructuring and other infrequent items Note: Refer to reconciliations in Appendix 2 18 18 TTM Non‐GAAP Income Statement¹ $ Millions (except where noted) Asia Pacific North America Total Revenue Gross Profit Operating Income TTM Technologies Net Income Earnings Per Share Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 $201.8 $201 8 123.6 325.4 $208.3 $208 3 129.7 338.0 $206.1 $206 1 132.6 338.7 $231.2 $231 2 134.9 366.1 $165.3 $165 3 126.6 291.9 $166.0 $166 0 131.6 297.6 $214.2 $214 2 131.1 345.3 51.0 48.7 48.7 70.5 38.8 38.8 49.3 15 7% 15.7% 14 4% 14.4% 14 4% 14.4% 19 2% 19.2% 13 3% 13.3% 13 0% 13.0% 14 3% 14.3% 17.3 15.3 17.1 34.0 8.8 9.2 17.9 5.3% 4.5% 5.1% 9.3% 3.0% 3.1% 5.2% 9.8 7.7 11.6 22.1 1.2 3.9 11.0 3.0% 2.3% 3.4% 6.0% 0.4% 1.3% 3.2% $0.12 $0.09 $0.14 $0.27 $0.01 $0.05 $0.13 Target Model Annual Growth 19% 10% ($ per Diluted Share) Adjusted EBITDA Adjusted Operating Cash Flow 1 41.5 39.1 42.3 58.4 29.1 32.8 43.6 12.7% 11.6% 12.5% 16.0% 10.0% 11.0% 12.6% 10.4 58.6 (9.6) 39.6 46.7 (11.8) 43.8 3.2% 17.3% -2.8% 10.8% 16.0% -4.0% 12.7% Non-GAAP results add back amortization of intangibles, stock-based compensation expense, non-cash interest expense, acquisition-related, asset impairments, restructuring and other infrequent q items as well as the associated tax impact p of these items and out of p period tax items. Adjusted j EBITDA is defined as earnings g before interest expense, p income taxes, depreciation, amortization of intangibles, stock-based compensation expense, acquisition-related, asset impairments, restructuring and other infrequent items. Adjusted operating cash flow adds back payment of accreted interest on convertible senior notes. 19 19 TTM Balance Sheet Highlights ($ in Millions) December 30, 2013 September 29, 2014 Assets Cash and Cash Equivalents Accounts and Notes Receivable, Net Inventories Property Plant and Equipment, Property, Equipment Net All Other Assets $330.6 277.1 138.1 810 7 810.7 117.1 $248.7 270.3 151.6 793 7 793.7 97.1 $1,673.6 $1,561.4 192.4 203.7 370.0 202.2 182.0 226.7 273.8 169.0 Total Liabilities 968.3 851.5 Total Equity 705.3 709.9 $1 673 6 $1,673.6 $1 561 4 $1,561.4 Total Assets Li biliti and Liabilities d Equity E it Accounts Payable Convertible Senior Notes, Net Debt All Other Liabilities Total Liabilities and Equity 20 20 Investment Summary Well positioned in high growth segments of the PCB market A market leader in advanced technology PCBs globally Healthy balance sheet and solid cash flow funding growth Viasystems transaction enables opportunities for end market and customer expansion as well as EPS accretion 21 21 Appendix 22 Non‐GAAP Income Statement¹ $ Millions (except where noted) Asia Pacific North America Total Revenue Gross Profit Operating Income TTM Technologies T h l i Net N t Income I Earnings Per Share ($ per diluted share) Adjusted EBITDA Adjusted Operating Cash Flow 1 2011 2012 2013 $862.7 $862 7 565.9 1,428.6 $839.3 $839 3 509.4 1,348.7 $847.4 $847 4 520.8 1,368.2 302 3 302.3 226 1 226.1 218 9 218.9 21.2% 16.8% 16.0% 179.9 101.4 83.8 12.6% 7.5% 6.1% 124 6 124.6 69 8 69.8 51 3 51.3 8.7% 5.2% 3.7% 1.52 0.85 0.62 258.3 190.6 181.3 18.1% 14.1% 13.3% 179.3 182.6 99.0 12 6% 12.6% 13 5% 13.5% 7 2% 7.2% Non-GAAP results add back amortization of intangibles, stock-based compensation expense, non-cash interest expense, asset impairments, restructuring and other infrequent items as well as the associated tax impact of these items and out of period tax items. Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation, amortization of intangibles, stock-based compensation expense, asset impairments, restructuring and other infrequent items. Adjusted operating cash flow adds back payment of accreted interest on convertible senior notes. 23 23 Reconciliations $ Millions (except where noted) GAAP Gross Profit 2011 2012 2013 $301.3 $225.0 $217.8 Add back item: Stock-based compensation 1.0 1.1 1.1 Non-GAAP Gross Profit 302.3 226.1 218.9 91.1 (142.0) 69.1 17.4 8.1 63.3 - 14.7 10.3 218.4 - 9.4 9.0 14.2 (17 9) (17.9) 179.9 101.4 83.8 GAAP TTM Technologies Net Income (Loss) 41.9 (174.6) 21.9 Add back items: Amortization of intangibles Stock-based compensation Non cash interest expense Non-cash Impairment and restructuring Other infrequent items Income tax effects 17.4 8.1 82 8.2 63.3 (14.3) GAAP Operating Income (Loss) Add back items: Amortization of intangibles Stock-based compensation Impairment and restructuring Oth infrequent Other i f t items it Non-GAAP Operating Income Non-GAAP TTM Technologies Net Income 14.7 10.3 79 7.9 218.4 5.5 (12.4) 9.4 9.0 84 8.4 14.2 (7.2) (4.4) 124.6 69.8 51.3 Non-GAAP EPS ($ per diluted share) 1.52 0.85 0.62 G GAAP Net Income (Loss) ( ) 47.2 ( (181.1) ) 23.9 26.1 26.5 17.4 69.7 8.1 63.3 12.7 25.8 14.7 84.3 10.3 223.9 15.9 24.0 9.4 92.1 9.0 (17.9) 24.9 Adjusted EBITDA 258.3 190.6 181.3 Operating Cash Flow 179.3 182.6 71.3 - - 27.7 179.3 182.6 99.0 Add back items: Income tax provision Interest expense Amortization of intangibles Depreciation expense Stock-based compensation Gain on sale of assets Impairments, restructuring and other infrequent items Add back item: Payment of accreted interest on convertible senior notes Adjusted Operating Cash Flow 24 Reconciliations $ Millions (except where noted) Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 $50.7 $48.5 $48.4 $70.2 $38.5 $38.6 $49.1 0.3 0.2 0.3 0.3 0.3 0.2 0.2 Non-GAAP Gross Profit 51.0 48.7 48.7 70.5 38.8 38.8 49.3 GAAP Operating Income (Loss) 12.7 28.3 (1.2) 29.3 4.5 3.2 12.3 2.3 2.6 (17.9) - 2.3 1.9 14.1 2.4 2.2 0.1 2.2 2.1 (0.0) 2.2 1.9 1.9 2.0 2.0 1.6 0.0 17.3 15.3 17.1 34.0 8.8 9.2 17.9 GAAP TTM Technologies Net Income (Loss) 5.2 13.1 (7.7) 11.3 (3.8) (3.1) 7.7 Add back items: Amortization of intangibles Stock-based compensation Non-cash interest expense Gain on sale of assets Acquisition-related costs Impairments, restructuring and other infrequent items Income taxes 2.3 2.3 2.1 (2.1) 2.3 2.6 2.1 (17.9) 5.5 2.3 1.9 2.1 14.1 (1.1) 2.2 2.1 2.6 0.5 (2.4) 2.2 1.9 2.5 1.9 (1.6) 2.0 2.0 2.5 1.6 0.0 (4.8) Non-GAAP TTM Technologies Net Income 9.8 7.7 11.6 22.1 1.2 3.9 11.0 $0.12 $0.09 $0.14 $0.27 $0.01 $0.05 $0.13 66 6.6 13 7 13.7 (7 7) (7.7) 11 3 11.3 (3 8) (3.8) (3 1) (3.1) 77 7.7 0.8 6.3 2.3 23.2 2.3 - 9.4 5.9 2.3 23.1 2.6 (17.9) - 3.4 5.8 2.3 22.5 1.9 14.1 2.4 6.0 2.4 23.3 2.2 10.8 (1.8) 6.2 2.2 23.7 2.1 0.5 0.5 5.9 2.2 23.4 1.9 1.9 0.4 6.0 2.0 23.9 2.0 1.6 0.0 Adjusted EBITDA 41.5 39.1 42.3 58.4 29.1 32.8 43.6 Operating Cash Flow 10.4 58.6 (9.6) 11.9 45.4 (11.8) 43.8 - - 27.7 1.3 0.0 0.0 10.4 58.6 39.6 46.7 (11.8) 43.8 GAAP Gross Profit Add back item: stock-based compensation Add back items: Amortization of intangibles Stock-based compensation Gain on sale of assets Acquisition-related costs Impairments and restructuring charges Non-GAAP Operating Income Non-GAAP EPS ($ per diluted share) GAAP Net N t Income I (Loss) (L ) Add back items: Income tax provision (benefit) Interest expense Amortization of intangibles Depreciation expense Stock-based compensation p Gain on sale of assets Acquisition-related costs Impairments, restructuring and other infrequent items Add back item: payment of accreted interest on convertible sr. notes Adjusted Operating Cash Flow 25 2.3 2.3 - - (9.6) 2.4 2.2 2.1 10.8 (6.7)