Bilfinger SE

Investor Presentation • Nov 19, 2018

Bilfinger SE

Quarterly Statement Q3 2018

November 13, 2018

Q3 2018 Stable Quarter, favorable business environment

Growth in orders received against strong prior year Book-to-bill >1

EBITA adjusted slightly higher, margin on prior-year level

Net profit improved

Free and operating cash flow above prior year

Current market situation and trends E&T

Oil & Gas

• Continuing brownfield investments in Europe, greenfield investments developing in gas
• Increasing up- and mid-stream activities in US Shale, in particular for cryodriven gas strippers

Chemicals & Petrochem

• Brownfield investments in Europe
• Growth in US chemical industry
• Middle East with continued focus on plants to maintain downstream value-add within the region

Energy & Utilities

• Growth perspective especially in European nuclear
• Growing demand on regulatory emissions reduction (in particular IMO)

Pharma and Biopharma

• Ongoing strong demand in Europe
• Increasing interest from Emerging Markets

Current market situation and trends MMO

Oil & Gas

• Steady demand for maintenance services, but competition remains strong
• In the North Sea, early signs for reinvestments in exploration

Chemicals & Petrochem

• Stable demand in Europe and Middle East for maintenance and modifications, evaluation of contracting-out opportunities
• Turnarounds scheduled for 2019 and already 2020

Energy & Utilities

• First steps towards contracting-out of maintenance and operations in Europe
• Shift from conventional to alternative energy in Middle East

Metallurgy

• Ongoing strong demand in Aluminum
• Signs of recovery in steel industry

Financials Q3 2018

Continued positive momentum in orders received Book-to-bill >1

Development of orders received

• Orders received: 5% above strong prior year (org.: +6%), especially positive in E&T
• Share of orders > €5 million once again on high level
• Book-to-bill: 1.1
• Order backlog: +12% above prior year (org.: +13%)

Again organic growth in revenue, EBITA margin adj. on prior-year level

Development of revenue and profitability

• Revenue:

Increase of +5% (org. +8%) as a result of increased orders received

• EBITA adj.:

Slight increase against prior year (which was marked by positive one-off effect in E&T), margin on prior-year level

• Special items:

Decrease in burdens from special items: €11 million compared to €26 million in prior year

SG&A ratio continues to move towards target level of 7.5% Expenses unchanged at ~€90m despite start-up costs for Digitalization and Business Development

E&T: strong orders received as basis for further growth

Development of revenue and profitability

• Orders received:

Strong quarter: +64% (org. +63%) compared to low prior-year figure, book-to-bill 1.5 a.o. due to various contract awards for ship scrubbers

• Order backlog:

€1,013 million, i.e. increase of +29%

• Revenue:

Increased by +10% (org. +10%) on the basis of higher orders received

• EBITA adjusted:

Normalization at still low level, prioryear figure positively impacted by approved claims

Bilfinger SE | Quarterly Statement Q3 2018 | November 13, 2018 page 9

MMO: EBITA margin adj. improved significantly

Development of revenue and profitability

• Orders received:

Decrease as expected -16% (org. -15%) compared to prior-year figure, which was impacted by catch-up effects and entry of new framework contracts

• Order backlog:

€1,691 million, i.e. increase of +3%

• Revenue: Growth by +7% (org. +8%)

• EBITA margin adjusted: Significant increase

OOP1): Focus on disposal of "Accretive" entities

• Progress M&A track:

Dilutive: originally 13 units, meanwhile all have been sold or terminated Accretive: four entities, thereof two in sales processes

• Business development:

Orders received with positive development (+6%, org. +29%) Revenue declining by -37% mainly due to sale of "dilutive" entities (org. -2%) EBITA adj. slightly improved from -€2 to break-even

1) Part of Reconcilliation Group

Operating cash flow positive, net profit improved

Bilfinger SE | Quarterly Statement Q3 2018 | November 13, 2018 page 12

Outlook 2018 confirmed

in € million	FY 2017	Expected FY 2018
Orders Received	4,0551)	Organic growth in the mid single-digit percentage range
Revenue	4,044	Organically stable to slightly growing
EBITA adjusted	3	Significant increase to mid-to-higher double-digit million € amount, i.e. range of €50 to €75 million

1) As reported, based on output volume/ comparable based on revenue: €4,079 million

Bilfinger 2020 – Company passes three phases Further progress in build-up phase

Quarterly Statement Q3 2018 Financial backup

Share buyback program completed as of October 31, 2018

• Start: September 6, 2017
• Completion: October 31, 2018
• Number of shares bought back: 3,942,211
• In % of total equity: 8.917%
• Average price: €38.0497
• Total volume: €149,999,972.63

Segment overview Q3 2018

								Reconcilliation Group
		E&T			MMO			HQ / Consolidation	/ other		OOP			Group
€ million	Q3 2018	Q3 2017	Δ in %	Q3 2018	Q3 2017	Δ in %	Q3 2018	Q3 2017	Δ in %	Q3 2018	Q3 2017	Δ in %	Q3 2018	Q3 2017	Δ in %
Orders recieved	451	276	+63%	614	727	-16%	-18	-4	-350%	58	55	+6%	1,105	1,054	+5%
Order backlog	1,013	785	+29%	1,691	1,649	+3%	-22	-17	-29%	146	119	+23%	2,828	2,536	+12%
Revenue	309	281	+10%	712	664	+7%	-14	-15	+7%	45	71	-37%	1,052	1,001	+5%
Investments in P, P&E	2	2	0%	11	8	+38%	2	0	n/a	3	2	+50%	18	12	+50%
Depreciation P, P&E	-3	-3	0%	-10	-10	0%	-1	-1	0%	-3	-3	0%	-17	-17	0%
Amortization	-1	-2	+50%	0	0	n/a	0	0	n/a	0	0	n/a	-1	-2	+50%
EBITDA adjusted	7	13	-46%	47	39	+21%	-18	-15	-20%	3	1	+200%	39	38	+3%
EBITA	-2	5	n/a	36	28	+29%	-23	-35	+34%	0	-4	n/a	11	-6	n/a
EBITA adjusted	4	10	-60%	37	29	+28%	-19	-16	-19%	0	-2	n/a	22	21	+5%
EBITA-margin adjusted	1.2%	3.6%		5.2%	4.4%		-	-		-1.1%	-3.0%		2.1%	2.1%

Bilfinger SE | Quarterly Statement Q3 2018 | November 13, 2018 page 17

in € million	Q3 2018	Q3 2017	Δ in %
Revenue	1,052	1,001	5%	+5%, organically +8%
Gross profit	100	101	-1%
Selling and administrative expense	-96	-96	0%
Impairment losses and reversal of impairment losses according to IFRS 9	1	0	n/a	Not applied retrospectively
Other operating income and expense	3	-16	n/a
Income from investments accounted for using the equity method	2	3	-33%
EBIT	10	-8	n/a
Amortization (IFRS 3)	-1	-2	+50%
EBITA (for information only)	11	-6	n/a	After depreciation of property, plant and equipment and intangible assets of -17
Special items in EBITA	11	27	-63%
EBITA adjusted (for information only)	22	21	5%
				Currency effects of 1

in € million	Q3 2018	Q3 2017	Δ in %
EBIT	10	-8	n/a
Financial result	-1	-1	0%
EBT	9	-9	n/a	No capitalisation
Income taxes	-8	-13	39%	group of Bilfinger SE
Earnings after taxes from continuing operations	1	-22	n/a
Earnings after taxes from discontinued operations	-1	1	n/a
Minority interest	-1	0	n/a
Net profit	-1	-21	95%
Adjusted net profit1	13	13	0%	In addition to the special items in EBITA, taxes
Average number of shares (in thousands)	41,182	44,115		are also adjusted (normalized tax rate of currently	31%)
Earnings per share (in €)	-0.03	-0.48
thereof from continuing operations	-0.01	-0.50
thereof from discontinued operations	-0.02	0.02		1 from continuing

Bilfinger SE | Quarterly Statement Q3 2018 | November 13, 2018 page 19

Special items of ~€50 million in FY 2018 expected

€ million	Q3 2017	Q4 2017	FY 2017	Q1 2018	Q2 2018	Q3 2018
EBITA	-6	2	-118	-11	-1	11
Disposal gains/ losses, write downs, selling-related expenses	8	15	40	-2	-2	0
Compliance	5	2	12	3	5	-1
Restructuring, Extraordinary depreciations	8	15	50	0	4	7
IT investments	6	6	19	4	6	5
Total Adjustments	27	38	121	5	13	11
EBITA adjusted	21	40	3	-6	12	22

Balance Sheet – Overview Assets and Liabilities

Non-current assets include non-cash purchase price components Apleona (Vendor Claim 114, Preferred Participation Note 233)

Marketable securities: 120 in deposits at notice and fixed-term deposits. Investment in liquid and low-risk mutual funds was liquidated in Q3.

Decline in equity despite positive overall result after taxes (+7) due to share buyback (-27) Pension provisions virtually stable due to only slightly increased interest rate of 1.7% Financial debt relates to bond of 500

Consolidated Balance Sheet: Assets

€ million	Sep 30, 2018	June 30, 2018	March 31, 2018
Non-current assets
Intangible assets	807	805	799
Property, plant and equipment	364	362	361
Investments accounted for using the equity method	30	29	26
Other financial assets	373	373	357
Deferred taxes	83	85	82
	1,657	1,654	1,625
Current assets
Inventories	81	78	77
Receivables and other financial assets	1,230	1,175	1,053
Current tax assets	22	13	16
Other assets	57	68	64
Marketable securities	120	148	148
Cash and cash equivalents	354	379	508
Assets classified as held for sale	0	0	0
	1,864	1,861	1,866
Total	3,521	3,515	3,491

Consolidated Balance Sheet: Equity and Liabilities

€ million	Sep 30, 2018	June 30, 2018	March 31, 2018
Equity
Equity attributable to shareholders of Bilfinger SE	1,252	1,273	1,321
Attributable to minority interest	-14	-16	-17
	1,238	1,257	1,304
Non-current liabilities
Provisions for pensions and similar obligations	292	295	292
Other provisions	25	26	26
Financial debt	509	509	509
Other liabilities	0	0	0
Deferred taxes	46	45	44
	872	875	871
Current liabilities
Current tax liabilities	33	34	34
Other provisions	400	411	425
Financial debt	2	2	2
Trade and other payables	765	707	619
Other liabilities	211	229	221
Liabilities classified as held for sale	0	0	15
	1,411	1,383	1,316
Total	3,521	3,515	3,491

Group Cash Flow Statement

	1.1.-30.09.		1.7.-30.9.
€ million	2018	2017	2018	2017
Cash flow from operating activities of continuing operations	-99	-167	2	-9
- Thereof special items	-46	-82	-9	-26
- Adjusted cash flow from operating activities of continuing operations	-53	-85	11	17
Net cash outflow for P, P & E and intangible assets	-42	-46	-17	-9
Free cash flow from continuing operations	-141	-213	-15	-18
- Thereof special items	-46	-82	-9	-26
- Adjusted free cash flow from operating activities of continuing operations	-95	-131	-6	8
Payments made / proceeds from the disposal of financial assets	-1	-15	0	-12
Investments in financial assets	-1	-5	0	0
Changes in marketable securities 1)	28	-90	28	-90
Cash flow from financing activities of continuing operations	-131	-60	-29	-10
- Share buyback	-85	-9	-28	-9
- Dividends	-44	-46	0	0
- Repayment of financial debt / borrowing	0	0	-1	1
- Interest paid	-2	-5	0	-2
Change in cash and cash equivalents of continuing operations	-246	-383	-16	-130
Change in cash and cash equivalents of discontinued operations	-16	-15	-9	-7
Change in value of cash and cash equivalents due to changes in foreign exchange rates	-1	-2	0	-2
Change in cash and cash equivalents	-263	-400	-25	-139
Cash and cash equivalents at January 1 / July 1	617	1,032	379	774
Change in cash and cash equivalents of assets classified as held for sale	0	4	0	1
Cash and cash equivalents at September 30	354	636	354	636

1) Marketable securities are included in net debt position

Valuation net cash / net debt: Decrease due to share buyback

€ million	Sep. 30, 2018	Jun. 30, 2018
Cash and cash equivalents	354	379
Marketable securities	120	148
Financial debt	-511	-511
Net cash (+) / net debt (-)	-37	16
Pension provisions	-292	-295
Financial assets (Apleona, JBN)	367	366
Future cash-out special items	~ -125	~ -135
Intra-year working capital swing	0	0
Valuation net cash (+) / net debt (-)	~ - 90	~ - 50

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.