Kbr, Inc. · NYSE:KBR

Kbr — Merger or Acquisition (May 2016)

13 slides from Kbr's merger presentation, May 23, 2016

  1. Slide 1: Acquisition of Wyle Inc.

    Acquisition of Wyle Inc. May 23, 2016

  2. Slide 2: Forward-Looking Statements

    Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding our plans, objectives, goals, strat

  3. Slide 3: Transaction Overview

    Transaction Overview  KBR signed a definitive agreement to acquire 100% of Wyle Inc. for $570 million (after adjusting for approximately $30 million of acquired tax benefits)  This is a highly strategic, transformational acquisition for our Government Services (“GS”) business. Wyle will provide KB

  4. Slide 4: KBR Executing on Strategy

    KBR Executing on Strategy Ongoing Ongoing Ongoing Ongoing Ongoing Broaden Continue Restructure Margin Expand Expand Re‐focus Technology Balanced & Streamline Objectives & B&R Industrial Government Growth Portfolio / Capital Operating Cost Reduction Services Model Services Strategy EPC Pull‐ Allocati

  5. Slide 5: Wyle Overview

    Wyle Overview Wyle delivers an array of leading edge, custom solutions that drive mission success for customers in the DoD, NASA, and a variety of other U.S. federal agencies Aerospace CAS – Weapon Systems Support & Analysis Science, Technology and Engineering Wyle provides instructions at the US Na

  6. Slide 6: Compelling Complement to KBR's Platform

    Compelling Complement to KBR’s Platform • Provides immediate scale, credibility and moves Gov’t Services Group towards technology driven services with greater differentiation and margins • Improves overall risk profile (reimbursable contracts, not subject to economic cycles) • Opens up new funding s

  7. Slide 7: Expands High-Value Services

    Expands High-Value Services Mission Execution • Logistics • Training & professional • Employee Management • Life Sciences • Technical Support development • Facilities Management • Operational IT & • Systems Design • Specialized studies • Workflow Management Networking • Supply Chain Services & Cost

  8. Slide 8: Meaningful Revenue Synergies

    Meaningful Revenue Synergies Available Opportunities Revenue Contribution Strengthen bids and pipeline pursuits, and will provide opportunities to pursue prime contract positions  KBR Pursuits: Wyle brings key specialized technical experience and Total estimated opportunity: capabilities that will

  9. Slide 9: Transaction Details

    Transaction Details  Purchase price of ~$570 million (after adjusting for approx. $30 million of acquired tax benefits)  8.5x Enterprise Value to adjusted 2015 EBITDA  Funding: $200 million cash; $400 million revolver  Expected to be accretive in 2016  Leadership to remain in key positions to m

  10. Slide 10: Relevant Financial Contribution

    Relevant Financial Contribution  Pro forma results (including Wyle), illustrated using 2015 results Revenue Pro forma EBITDA Pro forma 7.0 $ 6.0 $ 1.5 450 $ 401 $ 107 6.0 $ 5.1 400 $ 334 Wyle Wyle 56% 350 Wyle Wyle 63% 5.0 26% 27% KBR GS 13% KBR GS KBR GS 44% 12% 37% USD $ Millions KBR GS KBR GS KB

  11. Slide 11: Conclusions

    Conclusions  Strategic acquisition that provides higher value, lower risk, geographic diversity, and long-term annuity type revenue streams with very little overlap  Creates a full service, global Government Services organization executing $2 billion worth of contracts annually in a growing market

  12. Slide 12: Appendix

    3008, a So = ® ok oY < POT NSS ER AR courage to care ZERO HARM K B R We Deliver

  13. Slide 13: GAAP to Non-GAAP Reconciliation

    GAAP to Non-GAAP Reconciliation Year Ending December 31, 2015 Year Ending December 31, 2015 ($ in millions) KBR Wyle Consolidated ($ in millions) GS Wyle Consolidated Net income attributable to KBR an $ 203 $ 12 $ 215 Income Before Income Taxes $ 32 $ 32 Net income attributable to Wyle $ 12 $ 12 Add

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