URS Corp /New/
URS Corp /New/ — Washington Group International — Merger or Acquisition (August 2007)
30 slides from URS Corp /New/'s merger presentation, Aug 22, 2007
Slide 1: Filed by URS Corporation Pursuant to Rule 425
Filed by URS Corporation Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Washington Group International , Inc. Commission File No. of Subject Company: 001-12054 [The following is our August 2007
Slide 2: Investor Presentation August 2007
Investor Presentation August 2007
Slide 3: Forward Looking Statement
Forward Looking Statement Statements contained in this presentation that are not historical facts may constitute forward-looking statements, including statements relating to future revenues and business trends, future earnings, future timing of and the satisfaction of conditions to the Company’s mer
Slide 4: Additional Information and Where to Find It
Additional Information and Where to Find It ● In connection with the proposed transaction, URS Corporation (“URS”) and Washington Group International (“Washington Group”) filed a preliminary joint proxy statement/prospectus, as amended, with the SEC on July 19, 2007, and URS intends to file a regist
Slide 5: URS Company Overview
URS Company Overview * Source: ENR Magazine, April 2007, The Top 500 Design Firms Successful growth strategy – #1 engineering & design services firm in U.S.* – Tier 1 Federal contractor – Two operating divisions – Approximately 30,000 professionals in more than 20 countries
Slide 6: Key Investment Highlights
Key Investment Highlights • Attractive Operating Risk Profile – Deliver professional services – Flexible cost structure – Diversified markets, services, clients, and geographies • Positioned for Future Growth – Acquisition strategy has created a critical mass – All client sectors poised for long-ter
Slide 7: Successful Execution of Growth Strategy
Successful Execution of Growth Strategy A Successful Track Record of Integrating Acquisitions (1) Based on combined 2007 revenues as if the transaction closed on 1/1/07; $4.0Bn and $4.8Bn of revenues for Washington Group International and URS, respectively, based on the most recent guidance (middle
Slide 8: Diversified Revenue Base
22% 11% 30% 27% Diversified Revenue Base State & Local Government International Private Industry Federal - EG&G Federal - URS 10% Q2’07 Revenues 41%
Slide 9: Diversified Market Portfolio
URS EG&G 7% 74% 25% 15% 30% 10% Diversified Market Portfolio ● FY06 revenues: $1,451 MM ● Tier 1 federal contractor for support services Defense Systems 19% Installations and Logistics Homeland Security * Source: ENR Magazine, April 2007, The Top 500 Design Firms Transportation Environmental Facilit
Slide 10: Federal Sector: Business Overview
Toole Chemical Agent Disposal Facility Sandra Day O’Connor US Courthouse Federal Sector: Business Overview • Serve over 25 federal agencies – 85% DoD and Homeland Security • Key Markets – Defense systems – Homeland security – Installations and Logistics – Environmental – Facilities
Slide 11: Federal Sector: Long Term Growth Drivers
DoD Topline Budget DHS Topline Budget Significant O&M Spending Federal Sector: Long Term Growth Drivers Source: DoD FY08 Budget Request Source: DoD FY08 Budget Submission 2008 DoD Request With Supplemental Source: URS estimates based upon GEIA Vision 2006 Forecast. 3.6% CAGR FY07-FY11 9.8% CAGR FY05
Slide 12: Federal Sector: Projects
Federal Sector: Projects • Contract Field Teams (CFT) - U.S. Air Force/ U.S. Army – DOD contractor providing maintenance and repair services to military ground and aviation systems worldwide • Undergraduate Flight Training (UFT)- U.S. Air Force – Aircraft flight training for pilot trainees including
Slide 13: State and Local Sector: Business Overview
Los Angeles Central Library Baltimore/Washington International Airport 17 th Street Causeway Bridge State and Local Sector: Business Overview • Key markets – Transportation – Facilities – Water/Wastewater • Competitive advantages – Presence in all 50 states – Long term relationships • Long term grow
Slide 14: State/Local Sector: Projects
State/Local Sector: Projects • Sacramento-San Joaquin Delta – Project management, geotechnical, civil and environmental design, and construction inspection of California’s eroding levee system • Homeland Security – Vulnerability assessments, exercises supported by state and local grant programs – EG
Slide 15: Private Sector: Business Overview
Private Sector: Business Overview • Strong recurring revenue base – Growing importance of Master Service Agreements (MSAs) – Approximately 2,300 clients, including more than half of Fortune 500 • Broad range of services – Environmental engineering and compliance support – Process engineering – Facil
Slide 16: Private Sector: Projects
Private Sector: Projects • Tennessee Valley Authority – $1.5 Bn multi-year flue gas desulphurization (FGD) scrubber program – A 60/40 JV with Mitsubishi Heavy Industries; JV controlled by URS • BP Environmental Program – Providing investigation, environmental consulting and remediation services – Tw
Slide 17: Financial Review
Financial Review
Slide 18: Balance Sheet
Balance Sheet ($ in millions)
Slide 19: Income Statement
Income Statement ($ in millions, except per share data) * Indirect, general and admin. expenses and operating income include minority interest.
Slide 20: Cash Flow Statement
Cash Flow Statement ($ in millions)
Slide 21: Growing Book of Business
Growing Book of Business ($ in millions) Backlog Designations IDCs Option Years $12,405 $9,063 * $10,073 * $11,471 $13,863 * As of October 31, 2003 and October 31, 2004, respectively.
Slide 22: Washington Group Acquisition: Strategic Rationale
Washington Group Acquisition: Strategic Rationale Creating a Well Diversified “Single-Source” Engineering, Construction and Management Services Company (1) Based on combined 2007 revenues as if the transaction closed on 1/1/07; $4.0Bn and $4.8Bn of revenues for Washington Group International and URS
Slide 23: Transaction Overview
Transaction Overview Per Share Consideration ● $43.80 in cash and 0.772 share of URS stock ● Valued at $80.00 per Washington Group share based on URS closing price on 5/25/07 of $46.89 ● Implied consideration mix of 55% cash / 45% stock ● Post transaction, Washington Group stockholders will own appr
Slide 24: Who is Washington Group International?
Who is Washington Group International? • Integrated engineering, construction and management services company • Well positioned in key growth markets – Power (Fossil and Nuclear) – Infrastructure • #1 DOE environmental management firm • Strong Positions in – Defense, Industrial/Process, and Mining •
Slide 25: Washington Group's Fast Growing Global Markets
Technical Consulting Construction Operations & Maintenance Project Development Washington Group’s Fast Growing Global Markets Engineering & Design Facility Start-up Shut-down & Decommission Project Management * Source: Washington Group International, Inc.
Slide 26: Combined Company Summary
Combined Company Summary • 4th largest public E&C company • #1 Engineering Design Services firm • #1 DOE environmental management firm • Tier 1 Federal contractor • Industry leading scale • Leader in safety • 55,400 employees and projects in over 20 countries • 2007 combined revenues of $8.8 Bn
Slide 27: Capital Structure
Capital Structure • Estimated debt at closing: $1.4 Bn – Consideration includes 45% equity to optimize capital structure – Estimated Debt/Total Cap of 34% at Closing – Estimated Debt/EBITDA of ~3.4x is very manageable and lower than our past acquisitions • Committed to deleveraging and maintaining a
Slide 28: Financial Benefits
Financial Benefits • Cash EPS expected to be Accretive in 2008 and beyond – GAAP EPS neutral to accretive in 2008 and accretive in 2009 and beyond – Does not include impact of potential revenue synergies • Combined Backlog > $11 Bn • Industry Leading EBITDA • Strong Cash Flows
Slide 29: EBITDA Reconciliation
EBITDA Reconciliation (1) Interest expense includes write-off of deferred financing fees of $5.1 MM for Washington Group In addition to the financial measures prepared in accordance with GAAP, we use the non-GAAP financial measure "EBITDA." EBITDA is defined as net earnings (loss) before interest, t
Slide 30: Corporate Office
Corporate Office 600 Montgomery Street, 26 th Floor San Francisco, CA 94111 [email protected]
Washington Group International — Merger or Acquisition (August 2007) on 6ix