Jacobs Solutions Inc. · NYSE:J
Jacobs Solutions — Merger or Acquisition (November 2023)
15 slides from Jacobs Solutions's merger presentation, Nov 21, 2023
Slide 1: Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum
Exhibit 99.2 Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum November 20, 2023
Slide 2: Disclaimer
Disclaimer Forward-Looking Statement Disclaimer Non-GAAP Financial Measures and Operating Metrics Certain statements contained in this presentation constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statemen
Slide 3: Transaction Rationale
Transaction Rationale ü Jacobs to spin-off and merge its CMS business with Amentum, creating a new independent, publicly-traded company ü Transaction perimeter includes Jacobs CMS segment plus the closely related Cyber and Intelligence unit (“C&I”) from Divergent Solutions (“DVS”) ü Culmination of a
Slide 4: Combination Creates a Government Services Prime
Combination Creates a Government Services Prime ~ ~$ $5 50 0B B ~ ~$ $1 13 3B B ~ ~3 3. .7 7x x C Co om mb bi in ne ed d B Ba ac ck kl lo og g F FY Y2 23 3 C Co om mb bi in ne ed d R Re ev ve en nu ue e C Co om mb bi in ne ed d B Ba ac ck kl lo og g C Co ov ve er ra ag ge e Capabilities to solve the
Slide 5: Jacobs CMS + C&I Overview
Jacobs CMS + C&I Overview Company Overview Summary Financials Key Statistics § Mission critical support services to key defense, space, energy, commercial and intelligence ~$5.5B customers 2023 Revenue 18k $23B § Marquee contract positions include JETS II (NASA), COMET (NASA), IRES (MDA), Idaho Clea
Slide 6: Amentum Overview
Amentum Overview Company Overview Summary Financials Key Statistics § A leader in global engineering solutions, complex program management, and solutions integration trusted to modernize customers’ most important missions ~$7.9B 30 $27B 2023 Revenue § Marquee contract positions include Hanford, Oak
Slide 7: Compelling Strategic Fit Yields a Highly Differentiated Business
Compelling Strategic Fit Yields a Highly Differentiated Business Creates a scaled, highly diversified engineering and technology leader with 1 capabilities and talent base to win the largest, most complex opportunities 2 Opportunity to capitalize on combined backlog of ~$50B CMS/C&I Complementary st
Slide 8: Complementary Capabilities to Serve Broad Customer Set
Complementary Capabilities to Serve Broad Customer Set Data Fusion & Analytics Complex Systems Integration Engineering & Integration Intelligence & National Rapid ISR & Cyber Solutions Security CMS/C&I Specialized Engineering Health & Humanitarian + Science Significant combined pipeline with <3% ove
Slide 9: Enhanced Portfolio Aligned with Key Growth Areas
Enhanced Portfolio Aligned with Key Growth Areas I In nt te el ll li ig ge en nc ce e, , S Sc ci ie en nc ce e a an nd d T Te ec ch hn no ol lo og gy y E En ne er rg gy y a an nd d E En nv vi ir ro on nm me en nt ta al l S So ol lu ut ti io on ns s M Mi is ss si io on n S So ol lu ut ti io on ns s 2
Slide 10: Highly Visible Expected Synergies With Track Record of Realization
Highly Visible Expected Synergies With Track Record of Realization Target Net Cost Synergies % of Revenue ü $50 - 70M of expected net cost synergies to be achieved after close ü Both organizations have track record of effective synergy ~1-2% realization ~0.5% ü Amentum brings fully integrated suppor
Slide 11: Combined Company Culture and Leadership Team Poised for Success
Combined Company Culture and Leadership Team Poised for Success Purpose-driven cultures with unwavering commitment to supporting clients’ missions Performance excellence, forward-thinking solutions, and dependable execution CMS/C&I Uncompromising integrity to do things right + Developing unmatched e
Slide 12: Combination Strengthens Public Company Profile
Combination Strengthens Public Company Profile (1) Combined CMS/C&I ü A leading pure-play government services 2023 Revenue ~$5.5B ~$8B ~$13B company ~8.3% % 2023 Adj. EBITDA ü Best-in-class earnings visibility 7.7% 7.9% Including RR Expected Margin Net Cost Synergies ü Enhanced customer and contract
Slide 13: Leading Scale, Visibility & FCF Generation Relative to Public Peers
Leading Scale, Visibility & FCF Generation Relative to Public Peers Combined $15B ~$13B $10B $8B $7B $7B $5B 2023 Reported Revenue CMS/C&I+ Amentum 2023 Reported 7% ~5% 14% 2% 10% (8%) 25% Revenue Growth Backlog Coverage 2.5x ~3.7x 3.5x 2.9x 3.8x 3.2x 1.7x 1 FCF Conversion 89% ~97% 93% 96% 91% 87% 9
Slide 14: Transaction Summary
Transaction Summary § Reverse Morris Trust that is intended to be tax-free to shareholders for U.S. federal income tax purposes § Jacobs and Jacobs shareholders to own up to 63% of combined company – Jacobs shareholders: 51% – Jacobs company retained stake: 7.5% - 12% based on achievement of operati
Slide 15: Highly Strategic Combination Maximizes Value for all Stakeholders
Highly Strategic Combination Maximizes Value for all Stakeholders Clients Employees Shareholders n Exceptional track record of providing innovative n Combined leadership team with deep industry n Participation in leading pure-play government services solutions on the largest, most complex programs e
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