Investor Presentation. December 2018

Transcription

1 Investor Presentation December 2018

2 DISCLAIMER 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 These forward-looking statements include statements regarding our plans, objectives, goals, strategies, future events, future financial performance and backlog information and other information that is not historical information. When used in this presentation, the words estimates, expects, anticipates, projects, plans, intends, believes, forecasts or future or conditional verbs such as will, should, could, or may, and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management s expectations, beliefs, and projections will be achieved. There are numerous risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from the forward-looking statements contained in this presentation. These risks and uncertainties include, but are not limited to: current or future economic conditions; our ability to obtain and perform under contracts from existing and new customers, including the U.S. government; exposure to cost overruns, operating cost inflation and potential liability claims and contract disputes; access to trained engineers and other skilled workers; risks relating to operating through joint ventures and partnerships; risks inherent in doing business internationally; potential tax liabilities; maritime risks; changes in the demand for our services and increased competition; protection of intellectual property rights; risks associated with possible future acquisitions; risks related to our information technology systems; impairment of goodwill and/or intangible assets; reduction or reversal of previously recorded revenues; risks relating to audits and investigations, including by governments; compliance with laws and regulations, and changes thereto, including those relating to the environment, trade, exports and bribery; our creditworthiness and ability to comply with the financial covenants in our credit agreement; and other risk factors discussed in our most recently filed Form 10-K, any subsequent Form 10-Qs and 8-Ks, and other Securities and Exchange Commission filings. All forward-looking statements attributable to us, or persons acting on our behalf, apply only as of the date made and are expressly qualified in their entirety by the cautionary statements in this presentation. Except as required by law, we undertake no obligation to revise or update forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. 2 Investor Presentation

3 Business Overview Vision A leading global provider of full lifecycle professional services, project delivery and technologies supporting the Government Services and Hydrocarbons markets, creating exceptional value for customers, employees and shareholders. 3 Investor Presentation

4 Business Overview KBR At A Glance YTD 3Q 2018 Revenue YTD 3Q 2018 GP+EE 1 HS 25% HS 27% Tech 6% $3.6 B GS 69% Tech 16% $387 M 10.8% GS 57% 40+ Countries 34,000+ People Government Services Technology Hydrocarbons Services Serving government customers globally; capabilities that cover the full lifecycle of defense, space, aviation and other government programs and missions Proprietary technology and solutions primarily focused on the monetization of gas in ethylene and petrochemicals; ammonia, nitric acid and fertilizers; and refining Serving blue chip oil and gas clients globally, with full lifecycle solutions across onshore oil and gas, LNG/GTL, oil refining, petrochemicals, chemicals and fertilizers 1. Percentages exclude Non-Strategic Businesses 4 Investor Presentation

5 Business Overview KBR Pursuit Pipeline and Backlog KBR Backlog Trend, by Segment Proposals Submitted, $26 B 1 Tech, $1 GS, $13 HS, $12 $10.6 $10.3 $10.3 $10.6 $2.6 $2.1 $1.9 $1.8 $0.2 $0.4 $0.3 $0.3 $13.2 $13.5 $13.5 $1.7 $2.1 $1.9 $0.4 $0.6 $0.6 Hydrocarbons Services Technology Healthy, growing pipeline of near-term pursuits Quality backlog with majority associated with long-term, reimbursable, PFI and/or service contracts; enables greater selectivity on EPC pursuits Proposals in Prep, $12 B Tech, $1 GS, $2 $7.7 $7.9 $8.2 $8.4 $11.1 $10.8 $11.0 Government Services Backlog excludes priced, unexercised options and ID/IQ and MATOC contract values not yet under task order HS, $9 As of September 30, Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 Note: Includes KBR share of unconsolidated JVs Current estimate of $3.7B in additional potential value as of September 30, For Hydrocarbons Services, Proposals Submitted includes proposals formally submitted as well as EPC/EPCm projects awarded that have not achieved FID (e.g., Magnolia and Methanex). FID is not applicable for our GS and Technology prospects. 5 Investor Presentation

6 Business Overview Core Capabilities Across Verticals Government Services Hydrocarbons Services Technology Science & space Engineering Consultancy & advisory Licensed technology portfolio Proprietary equipment and catalyst Consulting & advisory Program Management Major programs e.g., Deployed operations, PFIs Major programs e.g., LNG, Petrochemicals Project Delivery Logistics / theater opening capability Platform & mission support Security solutions Logistics FEED & detailed design Differentiated EPC/EPCm Operations & Maintenance Base operations support services Facilities management integrator Satellites and prepositioned stock Plant operations and reliability Predictive & proactive maintenance Turnarounds & shutdowns 6 Investor Presentation

7 GOVERNMENT SERVICES OVERVIEW 7 Investor Presentation KBR

8 Government Services Overview Critical Differentiators Diverse Customer Base Diverse Funding Streams Deep domain expertise US Department of Defense International Mission critical services UK Ministry of Defence RDT&E 2018 Revenue Profile: Est. $3.7B 1 Large scale & complex environments Dedicated client delivery model Australian Department of Defence NASA / space community Other government entities O&M OCO NASA International 34% 22% OCO 15% 14% 15% O&M DoD Industry leading 11% organic growth in the first three quarters of 2018 NASA & Other US RDT&E Top-tier space services provider Blue chip logistics and mission support Highly technical and professional services across many platforms 1. Includes KBR portion of unconsolidated joint ventures revenues; Revenue proportions are based pro forma 2017 and include Aspire and SGT in the International and NASA buckets, respectively. 8 Investor Presentation

9 Government Services Capabilities Recognized leader in mission operations and logistics in the world s most challenging environments Leading maintenance provider of prepositioned stock for US Army and US Marine Corps 20+ years as a leading provider of expeditionary support services GLOBAL LOGISTICS & MISSION SUPPORT Leading Systems Engineering and Technical Assistance (SETA) provider to US Army Aviation and US Navy 35+ years of Advisory & Assistance Services to US Army Missile Defense programs and US Navy aviation platforms Largest independent flight test organization in the US Leading life sciences provider to NASA; supported every US astronaut since years of pioneering space engineering and operations Key provider of award-winning, high-value civil and defense services (e.g., mission operations, science and IT) ENGINEERING SCIENCE & SPACE UK Army largest ever UK MoD PFI contract (Aspire Defence); contract through 2041; includes Army 2020 UK RAF groundbreaking complex, 18-year PFI (MFTS) awarded in 2016; provision of 38 new training aircraft UK Army HET 23-year PFI contract including sponsored reserves; contract through 2024 COMPLEX PFI 9 Investor Presentation

10 Government Services Outlook $ Billions Healthy government spending budgets, both domestic and international Emphasis on technology innovation and space-based capabilities across civil, military, and national security programs Defense spending increase across multiple funding streams Increasing opportunities with best value selections Bundling of procurements favor scale and broad capability US Defense vs. Non-Defense Discretionary Spending Projections Defense Non Defense NASA Budget $21.5 $21.0 $20.5 $20.0 $19.5 $19.0 $18.5 $ Investor Presentation

11 Government Services Financial Targets Revenues Long-Term Targets 1 Breakout Potential 1 Revenue CAGR thru % 8 20+% CAGR Breakout GP+EE Margins Upper single digits % Segment Operating Income Margins Upper single digits % 5 8% 5 8% CAGR Target Segment Operating Cash Flow Conversion % of Net Income Revenue Synergies $300M+ annual run rate by thru 2021 Target reflects stable and consistent base business 1. Financial targets were originally published at our May 2017 Investor Day 2. Organic revenue growth; UPDATE: YTD 2018 organic growth through September 30, 2018 is 11%. Breakout Growth Drivers Secure areas of incumbency on LOGCAP V recompete Expansion of military, civil and commercial space opportunities Increased global deployment tempo driving OCO spend Humanitarian or disaster relief support needs 11 Investor Presentation

12 TECHNOLOGY OVERVIEW 12 Investor Presentation KBR

13 Technology Overview Expand Technology Portfolio Increase Scope Offerings Expand Geographically Alkylation Brownfields & revamps Prioritize sales efforts in Isomerization PEQ, catalysts and solvents growth markets (Russia, Polycarbonate Advanced automation and China, Middle East) Mega Nitric Acid digitalization Expand consulting presence Mega Ammonia Technical services in Middle East and Asia GVA Global business providing technologies, equipment, catalyst supply and knowledge-based services Proprietary Equipment 2018 Revenue Profile : Est. $0.3B Catalyst 27% 9% 64% License & Engineering ~35 Technologies in the current portfolio Serving refining, petrochemicals, specialty chemicals, gasification, ammonia and fertilizer markets 13 Investor Presentation

14 Technology Capabilities Broad Range of Technologies and solutions from Wellhead to Specialty Chemicals All markets Refining ROSE VCC FCC, MAXOFIN, MAXDIESEL Hydroprocessing Advanced Distillation K-SAAT MAX-ISOM Aromatics Extraction Olefins SCORE K-COT Chemicals Phenol/Acetone BPA Polycarbonate PVC Acetic Acid Vinyl Acetate Monomer NExOCTANE, NExETHERS Ammonia and Syngas Ammonia Weatherly Nitric Acid Weatherly Ammonium Nitrate, UAN Syngas, Coal Gasification Inorganics Ecoplanning Evaporation & Crystallization Purified Phosphoric Acid Fly Ash Crystallization Metal Sulfates recovery Plinke Acid Treatment High concentration separation and recovery Nitration of Benzene Proprietary Equipment & Catalysts Internals Specialized service Proprietary design Proprietary catalysts Automation and Process Technologies InSite Performance Monitoring OTS, OMS Technical Services Proprietary Technologies 14 Investor Presentation

15 Technology Outlook & Financial Targets Long-Term Targets 1 Increased demand for petrochemical technologies in feedstock advantaged territories (e.g., North America, Russia & Middle East) and in strong consumer markets (e.g., China & India) Revenue CAGR thru % Increasing demand for niche refining technologies driven by changing regulatory mandates (e.g., IMO 2020) Strong demand for new & revamp projects in response to improving market fundamental GP Margins Segment Operating Income Margins Segment Operating Cash Flow Conversion Mid 20s % Mid 20s % % of Net Income Poised to deliver consistent growth and high earnings 1. Financial targets were originally published at our May 2017 Investor Day 2. Organic revenue growth; UPDATE: 2018 organic growth through September 30, 2018 is 10%. 15 Investor Presentation

16 HYDROCARBONS SERVICES OVERVIEW 16 Investor Presentation KBR

17 Hydrocarbons Services Overview One of the world s largest and most comprehensive providers of professional services and projects to the Hydrocarbons industry Premier project management and major project delivery contractor Complete maintenance and industrial services through the Brown & Root brand domestically and internationally Diverse customer base Tier 1s Predominantly gas-facing including a leading position in Olefins, Ammonia, LNG, Petrochemicals & Chemicals Services Services, Maintenance and Reimbursable EPC Contracts 2018 Revenue Profile : Est. $2.3B 1 35% Other Downstream LNG Upstream 2018 Backlog by Contract Type 1,2 92% 8% 14% 33% 10% 8% Lump Sum EPC Growing proportion of reimbursable and service contracts provide stability in revenues and consistency of earnings 1. Revenue and backlog include KBR share of unconsolidated JVs 2. Backlog proportions, as of September 30, Investor Presentation

18 Hydrocarbons Services Capabilities UPSTREAM LNG DOWNSTREAM INDUSTRIAL SERVICES Fixed Platforms Liquefaction Refining Maintenance Floating Platforms Regasification Petrochemicals Modifications Hulls, Moorings & Risers FLNG Chemicals & Specialty Chemicals Asset Integrity SURF FSRU Ammonia & Fertilizers Specialty Welding Onshore Turnarounds & Shutdowns Shale Scaffolding Leading provider of know-how, services and projects in the world s most challenging oil & gas environments Recognized leader in LNG with over 50 years of continuous experience with access to all the leading LNG technologies Delivered world-class solutions in downstream including more than 65 grassroots refineries, 35% of world s Ammonia plants and 20% of world s Olefins Full service capability in North America, Europe, Russia and the Middle East with an average tenure of over 18 years and tenure on some sites of more than 40 years 18 Investor Presentation

19 Hydrocarbons Services Outlook Improving momentum and market fundamentals in North America, Russia and Middle East for CapEx opportunities Continued focus on brownfield expansion and OpEx maintenance services Rebalancing of LNG supply / demand is driving market momentum Brent Crude Prices Global LNG Supply / Demand Investor Presentation

20 Hydrocarbons Services Financial Targets Revenues Long-Term Targets 1 Breakout Potential % CAGR Breakout thru 2021 Revenue CAGR 2 Down 5% to Flat 10 15% Target GP + EE Margins Mid to upper single digits % 10 15% CAGR Segment Operating Income Margins Segment Operating Cash Flow Conversion Mid to upper single digits % % of Net Income 2018 Breakout Growth Drivers 2019 thru 2021 North American downstream wave driven by abundant shale gas Investment to meet forecast LNG supply/demand shortfall National government requirements for program management for complex projects (Middle East) Growing base business and breakout growth opportunities represent significant upside potential 1. Financial targets were originally published at our May 2017 Investor Day 2. Organic revenue growth 20 Investor Presentation

21 FINANCE STRATEGY, TARGETS AND CAPITAL ALLOCATION 21 Investor Presentation KBR

22 Financial Overview Financial Strategy Grow Profits Strengthen Business Acumen Emphasize Financial Discipline Promote growth and scale Lean back office and heavy BD Evolve to higher margin work Commercial discipline & selectivity in Hydrocarbons Cash is King mindset Maintain low cap intensity Cash flow-focused contracts Incentives & accountability 1 Invest in growth markets 1 Attractive regular dividend 1 Maintain targeted leverage 2 Synergistic, accretive M&A 3 Buybacks with excess cash Near term Focus to De-Lever 22 Investor Presentation 22 Investor Presentation

23 Financial Overview Financial Targets Long-Term Targets 1 Breakout Potential thru thru 2021 Revenue Growth Rate 2 3 5% 5 10% CAGR Revenue Growth Rate 2 3 5% % CAGR Net Income Growth Rate % 10 15% CAGR Net Income Growth Rate % % CAGR Operating Cash Flow Conversion ratio % % Operating Cash Flow Conversion ratio % % 1. Financial targets were originally published at our May 2017 Investor Day 2. Organic revenue growth 3. Legacy legal costs excluded; growth over 2017 after adjusting for PEMEX gain in Conversion ratio defined by Operating Cash Flow divided by Net Income attributable to KBR 23 Investor Presentation

24 Financial Overview Target Cash Flow 1 In $M In $M Annual $ M / year growing to $ M / year A Target Range 1,400 1,200 Cumulative 1, ~$800M to 1B+ Deployable Operating Cash Flow $50 100M of CapEx A Financial targets were originally published in our May 2017 Investor Day 24 Investor Presentation

25 Financial Overview Capital Allocation, a Five-Year View 1,200 1, $206M $138M $1,047M Other HTSI Wyle $115M $454M Aspire Sep 2018 (9 months) Capex Dividends Share repurchase M&A SGT $219M of dividends issued $225M of shares repurchased $1.4B of strategic acquisitions Liquidity, as of September 30, 2018: ($ in millions) As reported Adj. 1 Pro forma Cash $ 581 $ 101 $ 682 Senior Secured Credit Facility $ 1,169 $(200) $ % Convertible Senior Notes $ - $ 350 $ 350 Gross Debt and Gross Leverage 2 $ 1, x Net Debt and Net Leverage 2 $ x $ 150 $ 1, x $ 49 $ x Available Borrowing Capacity $ 448 $ 115 $ 563 Available LC Capacity $ 862 $ 115 $ Includes the impact of $350 Million Senior Convertible Notes issued November 15, 2018 due November Leverage calculated as Debt divided by Trailing Twelve Month Adjusted EBITDA as of September 30, 2018 of $358M; see reconciliation in the Appendix 25 Investor Presentation

26 Financial Overview Convertible Senior Notes Due November 2023 Net Shares Issued (mms) Transaction Details Gross / Net Proceeds & Tax Benefit: $350M / $316M Stock Price at Issue: $20.01 Conversion Premium / Price: 27.5% / $25.51 Upper Strike / Price: 100.0% / $ Year Maturity: 2023 Coupon / Pre-Tax Equivalent Yield: 2.5% / 4.74% 2 Methods of Dilution Protection Proactively Managing Dilution 1 Call Spread Overlay: KBR entered into a bond hedge and warrants transaction to mitigate dilution until the stock price increases above 100% of the current price 2 Net Share Settlement KBR intends to settle conversions in cash for the par amount of bonds outstanding and any additional value in net shares Restores availability and LC capacity for growth Actively mitigates potential dilution with bond hedge and warrant transactions (100% premium) Net Shares Issued Upon Conversion 5.00 Conversion Price Economic Share Issuance Upon Conversion Upper Strike 100% above Stock Price at Issue 4.57 Reduces cash interest rate to <5% Increases fixed-to-float debt Improves secured to unsecured mix Intent to settle the principal in cash Closed November 15, 2018 Ending Stock Price $21.00 $23.00 $25.51 $30.00 $32.00 $35.00 $40.02 $43.00 $45.00 $50.00 $55.00 $60.00 Premium to Current 5% 15% 27% 50% 60% 75% 100% 115% 125% 150% 175% 200% Total Shares Issued (1) % of Shares Outstanding (1) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.7% 1.1% 1.9% 2.7% 3.2% 1. Assumes ~140.9M shares outstanding. See reconciliation of GAAP and non-gaap Total Shares Issued in the Appendix. New Convertible + Call Spread 26 Investor Presentation

27 Financial Overview 2018 Earnings Guidance Full-Year Guidance, as updated Adjusted EPS 1 Excludes Estimated Legacy Legal fees Acquisition & Integration related expense Amortization related to Aspire acquisition Aspire gain on consolidation $ $1.55 Effective Tax Rate 23% - 25% Increased Adjusted EPS guidance in 2Q2018 and again in 3Q2018 Good market fundamentals across the hydrocarbons and government industries Operating Cash Flow $125M - $175M 1. See Appendix for reconciliation from GAAP 27 Investor Presentation

28 Financial Snapshot Seven Quarters of Consistent Results Adjusted Earnings Per Share Guidance and Results 1Q 17 AEPS $0.28 Annual Guidance $1.10 to $1.40 2Q 17 AEPS $0.57 Raised Guidance $1.25 to $1.45 3Q 17 AEPS $0.35 Raised Guidance $1.35 to $1.50 4Q 17 AEPS $0.28 Achieved Annual Results - $1.48 1Q 18 AEPS $0.34 Annual Guidance $1.35 to $1.45 2Q 18 AEPS $0.34 Raised Guidance $1.40 to $1.50 3Q 18 AEPS $0.46 Raised Guidance $1.45 to $1.55 Note: See Appendix for reconciliation of GAAP EPS to Adjusted EPS (AEPS) 28 Investor Presentation

29 APPENDICES 29 Investor Presentation KBR

30 APPENDIX Highlights from Q $ in millions, except EPS; quarterly results Revenues $1,278 $1,034 Adjusted EBITDA 1 Adjusted EBITDA 1 Margin Revenue, Adjusted EBITDA and $124 Adjusted EPS growth fueled by industry 9.7% leading organic growth and strategic 8.3% acquisitions $86 3Q17 3Q18 3Q17 3Q18 Adjusted EPS 1 Operating Cash Flow $0.46 $72 $0.35 $28 3Q17 3Q18 3Q17 3Q18 1 Adjusted EBITDA and Adjusted EPS reconciliations provided within this Appendix 3Q17 $2,154 $10,342 3Q17 Backlog 3Q18 $3,748 $13,481 3Q18 Priced, unexercised options Reported Backlog 59% growth in GS, 12% organic 35% growth in Technology, all organic Strong margins and operating cash flow Long-term backlog with quality growth opportunities Book-to-bill of 1.1x KBR overall 1.3x GS 1.4x Technology 30 Investor Presentation KBR

31 APPENDIX KBR s Transformative Journey FYE 2017 Pre-Transformation Technology Technology 5% 14% Cost Reimbursable, PFI & Services Contracts 57% 43% Fixed Price Non-Strategic Gov t Services 14% 13% 69% HS Gov t Services 29% 57% HS Technology Technology 1% 6% 17% Cost Reimbursable, PFI & Services Contracts 93% 7% Fixed Price Gov t Services 61% 32% HS Gov t Services 56% 27% HS CONTRACT MIX IN BACKLOG High proportion of cost-reimbursable contracts REVENUE Increased revenue streams from Government Services Adjusted EBITDA (1) Earnings from predictable, higher margins Note: Pre-Transformation period as of FYE FYE 2017 is pro forma for SGT and Aspire acquisitions. 1. Excludes Non-Strategic Businesses and is shown prior to the impact of Corporate / Other expenses. 31 Investor Presentation

32 APPENDIX Non-GAAP Reconciliations Quarter Ending ($ in millions, except EPS) Sep 30, 2017 Sep 30, 2018 Net Income Attributable To KBR $ 45 $ 58 Add Back: Interest expense $ 6 $ 20 Provision for income taxes $ 16 $ 22 Other non-operating (income) expense $ 4 $ 1 Depreciation & amortization $ 11 $ 17 Consolidated EBITDA $ 82 $ 118 Add Back: Legacy legal fees $ 4 $ 3 Acquisition & integration related expenses $ 0 $ 1 Aspire (gain) loss on consolidation $ 0 $ 2 Adjusted EBITDA $ 86 $ 124 Quarter Ending Mar 31, 2017 Jun 30, 2017 Sep 30, 2017 Dec 31, 2017 Mar 31, 2018 Jun 30, 2018 Sep 30, 2018 FY18 Guidance EPS (Diluted) $0.26 $0.54 $0.32 $1.94 $0.97 $0.30 $0.41 $ $2.03 Add Back: Legacy Legal Fees $0.02 $0.03 $0.03 $0.02 $0.01 $0.02 $0.01 $0.06 Acquisition & integration related expenses $0.00 $0.00 $0.00 $0.00 $0.02 $0.00 $0.01 $0.05 Amortization related to Aspire acquisition $0.00 $0.00 $0.00 $0.00 $0.01 $0.02 $0.02 $0.07 Aspire (gain) loss on consolidation $0.00 $0.00 $0.00 $0.00 ($0.67) $0.00 $0.01 ($0.66) Tax reform impact $0.00 $0.00 $0.00 ($0.13) $0.00 $0.00 $0.00 $0.00 Tax Valuation Allowance reduction $0.00 $0.00 $0.00 ($1.59) $0.00 $0.00 $0.00 $0.00 Shareholder loan receivable impact $0.00 $0.00 $0.00 $0.04 $0.00 $0.00 $0.00 $0.00 Adjusted EPS $0.28 $0.57 $0.35 $0.28 $0.34 $0.34 $0.46 $ $ Investor Presentation

33 Appendix Non-GAAP Reconciliations Calculation of Trailing Twelve Months Adjusted EBITDA ($ in millions) Quarter ended Dec 31, 2017 Quarter ended Mar 31, 2018 Quarter ended Jun 30, 2018 Quarter ended Sep 30, 2018 TTM Sep 30, 2018 Net Income Attributable To KBR $ 275 $ 138 $ 42 $ 58 $ 513 Add Back: Interest expense $ 5 $ 6 $ 17 $ 20 $ 47 Provision for income taxes ($243) $ 34 $ 18 $ 22 ($168) Other non-operating (income) expense $ 2 $ 2 $ 1 $ 1 $ 5 Depreciation & amortization $ 10 $ 13 $ 17 $ 17 $ 57 Consolidated EBITDA $ 48 $ 193 $ 95 $ 118 $ 455 Add Back: Legacy legal fees $ 3 $ 3 $ 3 $ 3 $ 12 Acquisition & integration related expenses $ 3 $ 1 $ 1 $ 5 Aspire (gain) loss on consolidation ($115) $ 0 $ 2 ($113) Adjusted EBITDA $ 51 $ 84 $ 99 $ 124 $ 358 Reconciliation of GAAP Diluted Share to Economic Share Issuance Upon Conversion (shares in millions) Ending Stock Price $21.00 $23.00 $25.51 $30.00 $32.00 $35.00 $40.02 $43.00 $45.00 $50.00 $55.00 $60.00 GAAP Convertible Shares GAAP Warrant Shares Total GAAP Diluted Shares Less: Impact of Bond Hedge Economic Shares Issued Investor Presentation