Bilfinger SE — Interim / Quarterly Report 2017

May 15, 2017

Bilfinger SE

Quarterly Statement Q1 2017

May 15, 2017

Elements of stabilization phase

Establish 2 - 4 -6 structure

• Setup of regional organizations
• Creation of new customer-oriented structures

Connect the dots

• Development of value propositions
• Identifying blank spots in our product portfolio

Mitigate risks

• LoA process defined and implementation started
• Selective approach toward high-risk projects

Consolidate best practices within Bilfinger

• Setup of international E&T organization
• Further rollout of the Bilfinger Maintenance Concept

Reduce SG&A

• Performance program BTOP
• Harmonization of HR systems initiated

Market environment remains challenging

Oil & Gas in North America recovering Especially in shale gas, but also in downstream

Oil & Gas in Northwest-Europe stable on a low level Oil and gas suppliers with significant earnings improvement

Chemicals mixed Development in Europe mixed and market highly competitive, stronger in North America

Conventional energy remains weak

Biopharma with dynamic growth

Q1 2017 characterized by strategic repositioning Development as planned in a continued challenging environment

Orders received still restrained

Reduction in output volume as expected

Adjusted EBITA at prior-year level

Net profit still negative but improved

Operating cash flow improved

Outlook for 2017 confirmed

Strong customer focus Contract successes in both segments

March 2017: Petroleum Development Oman (PDO)

• Bilfinger Joint Venture achieves an early extension of a framework agreement for engineering and maintenance services
• Term: until 2021
• Volume: approx. €200 million revenues in the Joint Venture during the remaining term

April 2017: Electricité de France (EDF)

• Framework contract to modernize 58 French nuclear reactor blocks
• Services: Engineering and construction services. Combined strengths of three Bilfinger units.
• Term: five years, volume: up to €40 million

January 2017: Fortum

• Extension and expansion of a maintenance contract for Swedish hydroelectric power plants
• Additional services in operations, among other areas, such as local control of individual power plants
• Term: until end of 2018

April 2017: BP

• Early extension of a service contract for two oil & gas terminals in Scotland
• Services: including insulation, corrosion protection, industrial scaffolding, fire protection management
• Term: five years

Quarterly Statement Q1 2017: Business development

Orders received restrained, book-to-bill still <1

Development of orders received

Output volume declines as expected Adjusted EBITA at prior-year level

Development of output volume and profitability

• Output volume: -8% (org.: -4 %), as expected
• EBITA adjusted: Typically weak start to the year
• Special items: €36 million, particularly restructuring costs as well as

E&T: Decrease in output volume as planned Burden from older projects lower than in previous year

Development of output volume and profitability

• Book-to-bill still <1: Continued selective approach in the project business and demanding market environment

• Output volume: -14% (org.: -15 %) Consequence of decline in orders received in 2016

• EBITA adjusted: Slight improvement despite significant decrease in output volume and burdens from older

projects

MMO: Stable development of output volume, but EBITA below comparably high prior-year as planned

Development of output volume and profitability

OOP: Four units already sold, further units in advanced sales negotiations

Gross margin slightly below prior-year Improvement in selling and administrative expenses

Bilfinger SE | Q1 2017 | May 15, 2017 Page 12

Operating cash flow improved, net cash at €446 million

Outlook for FY 2017 confirmed

	Starting Point	Outlook
in € million	FY 2016	expected FY 2017
Orders received	4,056	Organic increase
Output volume	4,219	Mid-to-high single-digit organic decline
Adjusted EBITA / EBITA margin*	15 / 0.4%	Continued improvement Margin increase ~100bps

* Assumption: on a comparable F/X basis For further outlook information see: Bilfinger Annual Report 2016, Outlook 2017

Targets 2020 – Milestones

Ambition 2020 will be reached in three phases with clear milestones

Quarterly Statement Q1 2017: Interim financial statement and financial backup

Segment overview Q1

	E&T		MMO		OOP			Consolidation/ other			Group
€ million	Q1 2017	Q1 2016	Δ in %	Q1 2017	Q1 2016	Δ in %	Q1 2017	Q1 2016	Δ in %	Q1 2017	Q1 2016	Δ in %	Q1 2017	Q1 2016	Δ in %
Orders received	242	272	-11%	603	611	-1%	88	146	-40%	-5	-16	67%	928	1.013	-8%
Order backlog	739	793	-7%	1,637	1.683	-3%	219	411	-47%	-27	-38	29%	2,568	2,849	-10%
Output volume	281	326	-14%	570	573	-1%	109	172	-37%	-2	-27	93%	958	1.044	-8%
Investments in P,P&E	2	2	0%	9	6	50%	2	2	0%	2	2	0%	15	12	25%
Depreciation P,P&E	3	3	0%	10	10	0%	4	6	-33%	1	2	-50%	18	21	-14%
Amortization	-2	-2	0%	-1	0	n/a	0	0	0%	0	0	0%	-3	-2	-50%
EBITA	-9	-5	-80%	12	16	-25%	-5	-9	44%	-48	-56	14%	-50	-54	7%
EBITA adjusted	-2	-5	60%	12	18	-33%	-4	-5	20%	-20	-23	13%	-14	-15	7%
EBITA-margin adjusted	-0.7%	-1.5%		2.1%	3.2%		-3.7%	-2.9%					-1.5%	-1.4%

€ million	Q1 2017	Q1 2016	Δ in %
Output volume	958	1,044	-8%	-8%, organic -4%
Sales revenue	961	1,047	-8%
Gross profit	81	92	-12%
Selling and administrative expense	-107	-124	14%	Significant effects in Q1/2017: Expenses from portfolio adjustments (-€14 million / previous year
Other operating income and expense	-29	-25	-16%	€-22 million Restructuring/severance payments (-€11 million / previous year -€8 million)
Income from investments accounted for using the equity method	2	1	100%
EBIT	-53	-56	5%	Following depreciation of property, plant and
Amortization (IFRS3)	3	2	50%	equipment and amortization of intangible assets of €18 million (previous year €21 million)
EBITA (for information only)	-50	-54	7%
Special items in EBITA	36	39	-8%
EBITA adjusted (for information only)	-14	-15	7%

€ million	Q1 2017	Q1 2016	Δ in %
EBIT	-53	-56	5%
Interest result	-2	-6	67%	Improvement primarily due to interest income Vendor Claim Apleona
EBT	-55	-62	11%
Income taxes	0	-6	100%
Earnings after taxes from continuing operations	-55	-68	19%
Earnings after taxes from discontinued operations	0	-14	100%
Earnings after taxes	-55	-82	33%
Minority interest	0	2	-100%
Net profit	-55	-80	31%
Adjusted net profit	-12	-13	8%
Average number of shares (in thousands)	44,209	44,200
Earnings per share (in €) 1	-1.24	-1.81		1 Basic earnings per share are equal
thereof from continuing operations	-1.24	-1.49		to diluted earnings per share.
thereof from discontinued operations	0.00	-0.32

Special items in EBITA

€ million	FY 15	Q1/16	Q2/16	Q3/16	Q4/16	FY 16	Q1/17	In total €~30 million P&L-effect from
EBITA	-157	-54	-64	-53	-49	-221	-50	portfolio adjustments (essentially OOP)
Disposal losses, write-downs, selling-related expenses	-48	24	4	35	31	93	13	This has been already flagged in the valuation net cash as "expected cash-out disposals" in the amount of €30 million at the CMD (Feb. 14)
Compliance	27	2	6	11	4	23	4
Restructuring and SG&A Efficiency	155	13	55	27	22	117	17	FY 2017e: €~90 million
IT investments	0	0	1	2	0	3	2
Total Adjustments	134	39	66	75	56	236	36
EBITA adjusted	-23	-15	2	21	7	15	-14	Total Adjustments 2017e: €~120 million

Balance Sheet - Overview

Non-current assets include non-cash purchase price components Triangle (Vendor Claim €106 million, Preferred Participation Note €195 million)

Decrease in assets classified as held for sale due to deconsolidation OOP

Decrease in equity due to earnings after taxes, Equity Ratio unchanged at 40%

Pension provisions: decrease due to increase interest rate eurozone 1.6 to 1.7%

Financial debt relates to bond of €500 million

Current liabilities contains among others prepayments €100 million (Dec. 31, 2016: €123million)

Decrease in liabilities classified as held for sale due to deconsolidation OOP

Consolidated Balance Sheet: Assets

€ million	Mar. 31, 2017	Dec. 31, 2016
Non-current assets
Intangible assets	844	849
Property, plant and equipment	380	383
Investments accounted for using the equity method	14	10
Other financial assets	332	327
Deferred taxes	122	121
	1,692	1,690

Current assets
Inventories	64	57
Receivables and other financial assets	1,023	1,062
Current tax assets	33	27
Other assets	71	70
Cash and cash equivalents	966	1,032
Assets classified as held for sale	46	81
	2,203	2,329
Total	3,895	4,019

Consolidated Balance Sheet: Equity & liabilities

€ million	Mar. 31, 2017	Dec. 31, 2016
Equity
Equity attributable to shareholders of Bilfinger SE	1,600	1,649
attributable to minority interest	-29	-28
	1,571	1,621
Non-current liabilities
Provisions for pensions and similar obligations	299	304
Other provisions	29	28
Financial debt, recourse	510	510
Financial debt, non-recourse	0	0
Other liabilities	0	0
Deferred taxes	56	55
	894	897
Current liabilities
Current tax liabilities	38	39
Other provisions	470	490
Financial debt, recourse	10	12
Financial debt, non-recourse	0	0
Trade and other payables	646	681
Other liabilities	210	211
Liabilities classified as held for sale	56	68
	1,430	1,501
Total	3,895	4,019

Consolidated Statement of Cash Flows

	Q1
€ million	2017	2016
Cash earnings from continuing operations	-37	-32
Change in working capital	-18	-110
Gains / losses on disposals of non-current assets	14	0
Cash flow from operating activities of continuing operations	-41	-142
- Thereof special items	-28	-54
- Adjusted Cash flow from operating activities of continuing operations	-13	-88
Net cash outflow for P, P & E and intangible assets	-14	-7
Free cash flow from continuing operations	-55	-149
- Thereof special items	-28	-54
- Adjusted Free Cash flow from operating activities of continuing operations	-27	-95
Proceeds from the disposal of financial assets	-5	190
Investments in financial assets	0	-1
Cash flow from financing activities of continuing operations	0	-3
- Dividends	0	0
- Repayment of debt	0	-3
Change in cash and cash equivalents of continuing operations	-60	37
Change in cash and cash equivalents of discontinued operations	-9	-77
Change in value of cash and cash equivalents due to changes in foreign exchange rates	0	-1
Change in cash and cash equivalents	-69	-41
Cash and cash equivalents at January 1	1,032	475
Change in cash and cash equivalents of assets classified as held for sale	3	-1
Cash and cash equivalents at March 31	966	433

Valuation Net Cash

€ million	Mar. 31, 2017	Dec. 31, 2016
Cash and cash equivalents	966	1,032
Financial debt	-520	-522
Net cash	446	510
Pension provisions	-299	-304
Expected cash-out disposals	Approx. -30	Approx. -30
Financial assets (Apleona, JBN)	320	320
Future cash-out special items	Approx. -260	Approx. -285
Intra-year working capital swing	-50 to -100	Approx. -100
Valuation net cash	Approx. 100	Approx. 100