Bilfinger SE

Quarterly Report • May 14, 2019

Bilfinger SE

Quarterly Statement Q1 2019

May 08, 2019

Q1 2019: On aggregate, a solid start to 2019

Stable demand in our markets

Book to bill at ~1 with significant revenue growth

Adjusted EBITA improved, good performance in 'E&M', losses in 'T' mainly due to underperformance of a single entity

Net profit reported positive, supported by Apleona's Vendor Claim Note repayment agreement and a settlement in Discontinued Operations

Negative operating cash flow from payables swing-back and DSO deterioration against end of last year

Europe

North Sea – customers with strong cash flows, continuing positive trend for E&M "catch-up" and asset life extensions Greenfield Petrochem projects in Antwerp Refinery expansions in the UK, Germany Chemical parks trending towards Unit Rate contracts (Bilfinger preferred approach) Chemical parks beginning to plan autonomous power generation Fossil Power generation moving away from coal towards gas Aluminium positive on the back of Chinese demand Fertilizer production under pressure Cement producers focused on emission reduction and efficiency increase Biopharma continuing strong on organic based pharmaceutical development

North America & Middle East

High activity in Permian, Marcellus/Utica and Bakken

Shale gas driving new cracker projects and mid-stream cyro-plants

Polyolefin projects slowing

Green field petro chem announcements in Abu Dhabi

In Country Value (ICV) dominating contractor selection

Forward looking energy strategy shift towards gas and renewables

Overall electricity demand in the GCC plateauing

Financials Q1 2019

Orders received below strong prior-year quarter, which was supported by catch-up effects and more orders > €5m

Development of orders received

• Orders received

-12% below strong prior-year quarter (org.: -9%), which was supported by catch-up effects in framework contracts Q1 also with less orders > €5 million, which are generally more lumpy

• Book-to-bill ~ 1
• Order backlog +2% above prior year quarter (org.: +5%)

Significant revenue growth, adjusted EBITA with slight year-on-year improvement

Development of revenue and profitability

• Revenue

+9% increase (org.: +11%) due to strong order backlog and good demand

• Adjusted EBITA Slightly improved to -€4 million
• Special items Positive €1 million (prior year: -€5 million), thereof €7 million from disposal gains and -€6 million from IT

Gross profit improvement continues to be in focus SG&A target remains at 7.5%

Segment Technologies: increase in revenue, EBITA adjusted still negative mainly due to underperformance of single entity

Development of revenue and profitability

-35% below strong prior year quarter (org.: -35%), on account of lumpy project business

• Book-to-Bill Still at 0.96

• Revenue

+14% increase (org.: +14%) based on improved order backlog, esp. ramp-up of Scrubber business

• Margin

Technologies business still in turnaround, especially in one legal entity, action plan in place

^• Orders received

Segment E&M Europe: positive development continues

Development of revenue and profitability

• Orders received

-16% below strong prior year quarter (org.: -14%), which was supported by significant catch-up effects from the revaluation of framework agreements (increased revenue expectations were reflected in orders)

• Book-to-Bill

1.04 supports continuous growth expectations in core market

• Revenue

+3% increase (org.: +4%) based on good order backlog and overall positive demand

• Adjusted EBITA

Slightly improved as a result of efficiency enhancements in SG&A

Segment E&M International: good quarter, with growth in orders received and revenue

Development of revenue and profitability

Bilfinger SE | Quarterly Statement Q1 2019 | May 8, 2019 page 11

OOP1): Sale of two entities closed in Q1

Revenue OOP (€ million)

• M&A progress on track:

Dilutive: all 13 entities disposed or terminated by 2018 Accretive: two out of four entities are sold Related ~ €30 million cash-inflow in Q1 2019

• Business development:

Revenue increased by 5% (org.: +41%) Adjusted EBITA improved from -€4 million to €0 million

1) Part of Reconciliation Group

Negative operating cash flow from payables swing-back and DSO deterioration against end of last year. Net profit reported positive, supported by Apleona's Vendor Claim Note repayment agreement and a settlement in Discontinued Operations

Bilfinger SE | Quarterly Statement Q1 2019 | May 8, 2019 page 13

Outlook 2019 reaffirmed

in € million	Actual FY 2018	Expected FY 2019
Revenue	4,153	Mid single-digit organic growth
EBITA adjusted	65	Significant increase to more than €100 million
Free Cash Flow reported	-4	Positive1)

1) Notwithstanding IFRS16 effect: break-even

Bilfinger 2020 Build up phase on track

Time

Quarterly Statement Q1 2019 Financial backup

Segment development Q1 2019

										Reconciliation Group
		Technologies			E&M Europe		E&M International		HQ / Consolidation / Other			OOP			Group
in € million	Q1 2019	Q1 2018	Δ in %	Q1 2019	Q1 2018	Δ in %	Q1 2019	Q1 2018	Δ in %	Q1 2019	Q1 2018	Δ in %	Q1 2019	Q1 2018	Δ in %	Q1 2019	Q1 2018	Δ in %
Orders received	113	173	-35%	652	772	-16%	157	109	44%	-3	-6	42%	53	52	2%	971	1.101	-12%
Order backlog	493	424	16%	1.743	1.715	2%	459	385	19%	-9	-13	30%	68	180	-62%	2.754	2.690	2%
Revenue	118	104	14%	635	619	3%	213	165	29%	-2	-1	-18%	44	42	5%	1.008	929	9%
Investments in P,P&E	-1	0	-	-11	-8	38%	-2	-1	-100%	-1	-1	0%	0	-1	n/a	-15	-11	36%
Depreciation P,P&E	-2	-1	-100%	-16	-10	-60%	-3	-1	-200%	-3	-1	-200%	-1	-3	66%	-25	-16	-56%
Amortization	0	0	-	0	-1	-	-1	-1	0%	0	0	-	0	0	-	-1	-2	50%
EBITDA adjusted	-9	-4	-	26	19	37%	8	4	100%	-5	-8	37%	1	-1	-	21	10	110%
EBITA	-10	-5	-	10	9	11%	4	3	33%	-6	-14	57%	0	-4	-	-3	-11	72%
EBITA adjusted	-10	-5	-	10	9	11%	5	3	66%	-8	-9	11%	0	-4	-	-4	-6	33%
EBITA-margin adjusted	-8,9%	-5,0%		1,6%	1,5%		2,1%	2,0%					1,0%	-10,6%		-0,4%	-0,6%

in € million	Q1 2019	Q1 2018	Δ in %
Revenue	1,008	928	9%
Gross profit	82	78	5%
Selling and administrative expense	-94	-94	0%
Impairment losses and reversal of impairment losses according to IFRS 9	-1	0	-
Other operating income and expense	6	1	500%
Income from investments accounted for using the equity method	3	2	50%
EBIT	-4	-13	69%
Amortization (IFRS 3)	1	2	-50%
EBITA (for information only)	-3	-11	73%
Special items in EBITA	-1	5	-
EBITA adjusted (for information only)	-4	-6	33%

Following depreciation of property, plant and equipment and amortization of intangible assets of 25 (prior year 16); new: starting in 2019 this also includes amortization on right of use assets from leases with 12; EBIT effect IFRS 16: 1

No currency effects

in € million	Q1 2019	Q1 2018	Δ in %
EBIT	-4	-13	69%	Herein upward revaluation of vendor claim 8
Financial result	5	-4	-	due to agreed early repayment
EBT	1	-17	-
Income taxes	-3	-5	40%	No capitalization of losses in German tax
Earnings after taxes from continuing operations	-2	-22	91%	group of the SE
Earnings after taxes from discontinued operations	11	-3	-	Herein positive effect of 12 from settlement in Discontinued Operations
Minority interest	0	1	-
Net profit	9	-24	-	In addition to the special items in EBITA, the financial result (write-up vendor claim) and
profit1 Adjusted net	-6	-7	14%	taxes are also adjusted Underlying tax rate now at 27%
Average number of shares (in thousands)	40,271	42,559
Earnings per share (in €)	0.22	-0.57
thereof from continuing operations	-0.06	-0.50
thereof from discontinued operations	0.28	-0.07

1 from continuing operations

Special items

in € million	Q1 2018	Q2 2018	Q3 2018	Q4 2018	FY 2018	Q1 2019
EBITA	-11	-1	11	-6	-7	-3
Disposal losses/gains, write downs, selling-related expenses	-2	-2	0	21	17	-7
Compliance	3	5	-1	2	9	0
Restructuring, extraordinary depreciations	0	4	7	11	22	0
IT investments	4	6	5	9	24	6
Total Adjustments	5	13	11	43	72	-1
EBITA adjusted	-6	12	22	37	65	-4

Balance Sheet – Overview Assets and Liabilities

IFRS 16 (225)

Marketable securities with €120 million in call and time deposits.

Assets classified as held for sale: disposal group Bilfinger Gerätetechnik, Bilfinger FRB and BIS Spain were sold in Q1.

Other non-current liabilities includes deferred tax assets of 44.

Consolidated Balance Sheet: Assets

€ million	Mar. 31, 2019	Dec. 31, 2018
Non-current assets
Intangible assets	809	804
Property, plant and equipment	310	324
Right of use assets from leases	240	0
Investments accounted for using the equity method	39	35
Other financial assets	261	376
Deferred taxes	81	75
	1,740	1,614
Current assets
Inventories	63	62
Receivables and other financial assets	1.255	1,102
Current tax assets	24	23
Other assets	64	51
Marketable securities	120	120
Cash and cash equivalents	365	454
Assets classified as held for sale	0	50
	1,891	1,862
Total	3,631	3,476

Consolidated Balance Sheet: Equity & liabilities

€ million	Mar. 31, 2019	Dec. 31, 2018
Equity
Equity attributable to shareholders of Bilfinger SE	1,219	1,218
Attributable to minority interest	-13	-13
	1,206	1,205
Non-current liabilities
Provisions for pensions and similar obligations	308	288
Other provisions	25	25
Financial debt	190	11
Other liabilities	0	0
Deferred taxes	44	39
	567	363
Current liabilities
Current tax liabilities	35	34
Other provisions	357	384
Financial debt	547	502
Trade and other payables	698	750
Other liabilities	221	212
Liabilities classified as held for sale	0	26
	1,858	1,908
Total	3,631	3,476

Consolidated Statement of Cash Flows

	Q1
€ million	2019	2018
Cash flow from operating activities of continuing operations	-89	-60
- Thereof special items	-19	-15
- Adjusted cash flow from operating activities of continuing operations	-70	-45
Net cash outflow for P, P & E and intangible assets	-13	-10
Free cash flow from continuing operations	-102	-70
- Thereof special items	-19	-15
- Adjusted free cash flow from operating activities of continuing operations	-83	-55
Payments made / proceeds from the disposal of financial assets	35	2
Investments in financial assets	0	0
Changes in marketable securities	0	0
Cash flow from financing activities of continuing operations	-13	-35
- Share buyback	0	-32
- Dividends	0	0
- Repayment of financial debt / borrowing	-11	1
- Interest paid	-2	-4
Change in cash and cash equivalents of continuing operations	-80	-103
Change in cash and cash equivalents of discontinued operations	-12	-6
Change in value of cash and cash equivalents due to changes in foreign exchange rates	0	0
Change in cash and cash equivalents	-92	-109
Cash and cash equivalents at January 1	454	617
Change in cash and cash equivalents of assets classified as held for sale	3	0
Cash and cash equivalents at March 31	365	508

Bilfinger SE | Quarterly Statement Q1 2019 | May 8, 2019 Page 24

Valuation net cash / net debt Increase due to first-time inclusion of operating lease (IFRS 16)

€ million	Dec 31, 2018	Mar 31, 2019
Cash and cash equivalents	453	365
Marketable securities	120	120
Financial debt	-513	-738
Net cash (+) / net debt (-)	60	-253
Pension provisions	-288	-308
Financial assets (Apleona, JBN)1)	373	376
Future cash-out special items	~ -100	~ -70
Further intra-year working capital swing	~ -50	-
Valuation net cash (+) / net debt (-)	~ 0	~ -250

¹ Apleona PPN: 237m EUR, Vendor Claim Note: 128m EUR, JBN: 11m EUR

Disclaimer

This presentation has been produced for support of oral information purposes only and contains forwardlooking statements which involve risks and uncertainties. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. Such statements made within this document are based on plans, estimates and projections as they are currently available to Bilfinger SE. Forward-looking statements are therefore valid only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Apart from this, a number of important factors could therefore cause actual results to differ materially from those contained in any forwardlooking statement. Such factors include the conditions in worldwide financial markets as well as the factors that derive from any change in worldwide economic development.

This document does not constitute any form of offer or invitation to subscribe for or purchase any securities. In addition, the shares of Bilfinger SE have not been registered under United States Securities Law and may not be offered, sold or delivered within the United States or to U.S. persons absent registration under or an applicable exemption from the registration requirements of the United States Securities Law.