Attached files
| file | filename |
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| 8-K - FORM 8-K - Leidos, Inc. | d404769d8k.htm |
| EX-99.1 - PRESS RELEASE - Leidos, Inc. | d404769dex991.htm |
 ©
SAIC. All rights reserved.
Unleashing Our Full Potential
August
30,
2012
Investor Presentation
National
Security
Engineering
Health
Government
Services
Enterprise IT
Exhibit 99.2 |
 SAIC.com
©
SAIC. All rights reserved.
Forward-Looking Statements
2
Certain statements in this presentation contain or are based on
"forward-looking" information within the meaning of the Private Securities Litigation
Reform Act of 1995. In some cases, you can identify forward-looking
statements by words such as "expects," "intends," "plans," "anticipates,"
"believes," "estimates,“ and similar words or phrases.
Forward-looking statements in this presentation include, among others: our intent to separate
into two independent publicly traded companies as a result of the proposed
spin-off; revenue, growth and cost-efficiency expectations for the two
independent companies following the spin-off; the expectation that the
spin-off will be tax-free; statements regarding the resources, potential, priorities,
competitive positioning and opportunities for the independent companies
following the spin-off; expectations about future dividends and the timing of
the proposed transaction. These statements reflect our belief and
assumptions as to future events that may not prove to be accurate. Actual
performance and results may differ materially from the forward-looking
statements made in this presentation depending on a variety of factors,
including, but are not limited to: failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to the proposed spin-off;
adverse effects on the market price of our common stock and on our operating
results because of a failure to complete the proposed spin-off; failure to
realize the expected benefits of the proposed spin-off; negative effects
of announcement or consummation of the proposed spin-off on the market price
of the company’s common stock; significant transaction costs and/or
unknown liabilities; general economic and business conditions that affect the
companies in connection with the proposed spin-off; unanticipated
expenses such as litigation or legal settlement expenses; failure to obtain tax ruling
and/or opinion of counsel as to the tax-free nature of the transaction or
tax law changes; changes in capital market conditions that may affect
proposed debt financing; the impact of the proposed spin-off on the
Company’s or the newly formed company’s employees, customers and suppliers;
disruption to business operations as a result of the proposed transaction;
the inability to retain key personnel; and the inability of the companies to
operate independently following the spin-off. The proposed spin-off
will not require a shareholder vote. The proposed spin-off will be subject to
customary regulatory approvals, the receipt of an IRS tax ruling and a tax
opinion from counsel, the execution of intercompany agreements, finalization
of the capital structure of the two corporations, final approval of the SAIC
board and other customary matters.
These are only some of the factors that may affect the forward-looking
statements contained in this presentation. For further information concerning
risks and uncertainties associated with our business, please refer to the
filings we make from time to time with the U.S. Securities and Exchange
Commission, including the "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and "Legal
Proceedings" sections of our latest annual report on Form 10-K and
quarterly reports on Form 10-Q, all of which may be viewed or obtained through the
Investor Relations section of our web site
at
All information in this presentation is as of August 30, 2012. The Company
expressly disclaims any duty to update the forward-looking statement
provided in this presentation to reflect subsequent events, actual results or
changes in the Company's expectations. The Company also disclaims any
duty to comment upon or correct information that may be contained in reports
published by investment analysts or others.
http://www.saic.com/.
|
 SAIC.com
©
SAIC. All rights reserved.
Shaping Our Future
•
Actions taken to evolve in changing markets
–
Matured infrastructure (shared services, IT modernization )
–
Streamlined operations (organization level, clarified market assignments)
–
Focused on core competencies (divestitures, real estate monetization)
–
Developed
adjacent
markets
/more
access
(M&A
-
Health,
Engineering)
•
Strategic Review Imperatives
–
Sharpen focus on customer, cost structure and talent
–
Address growth inhibiting Organizational Conflict of Interest (OCI)
restrictions –
Maximize financial performance
3
Decision to separate SAIC into two different companies
•
National Security, Engineering, and Health
•
Government Technical Services and Enterprise IT
|
 SAIC.com
©
SAIC. All rights reserved.
Transaction Overview
•
SAIC Inc. to distribute 100% of shares of Government Technical Services and
Enterprise IT business to shareholders via a tax-free
spin-off* •
Two publicly traded companies on the NYSE
•
Each company will be able to enhance shareholder value through
–
Elimination
of
organizational
conflicts
of
interest
(OCI)
that
limit
growth
by
blocking
access to
markets
–
Greater
market
alignment
and
focus
–
More
competitive
cost
structure
–
Focus
on
distinct
business
models
•
No shareholder approval required
•
Separation is expected to be completed next year
4
* Subject to IRS and other customary approvals |
 SAIC.com
©
SAIC. All rights reserved.
Investment Benefits
Both companies optimized to create value:
•
Large
and
diversified
long-standing
client
base
•
Deep
capabilities
with
the
most
‘in
demand’
tech
skills
for
their
markets
•
Stable
and
healthy
cash
flows
•
Strong
and
experienced
management
team
•
Differentiated
and
competitive
business
in
their
own
space
5
National Security, Engineering,
and Health Solutions
Government Technical Services
and Enterprise IT
Technical
Services
Enterprise IT
National
Security
Engineering
Health
* Pro-forma current FY13 revenues
Government
Commercial
Government
Commercial
Revenues ~$7B *
Revenues ~$4B* |
 SAIC.com
©
SAIC. All rights reserved.
National Security, Engineering, and Health
6
Strategy
overview
National defense systems, engineering and health technology provider
leveraging systems engineering integration, sensors, analytics
and large scale data management capabilities in high growth markets
with mission, complexity and large scale information characteristics
Target
markets
•
Mission Capability Integrator
•
ISR platform development (airborne, maritime, space and ground)
•
ISR processing, exploitation and dissemination
•
Cybersecurity
•
Engineering
•
Energy, environment and infrastructure
•
Water and natural resources
•
Electronic health records analytics and support
•
Government equipment modernization & sustainment
•
Security screening products
Points of
Differentiation
•
Ability to leverage big data and data analytics to raise the level of health
and engineering IT •
Expand
M&A
opportunities/revenue
growth
initiatives
Thesis of value
creation
•
Unlock growth by removing restrictions
•
Leverage focused synergy areas (Cyber/Data security, data analytics and
actionable exploitation) •
Open new revenue and M&A opportunities
•
Increase prominence to investors of fast growing Health and Engineering
businesses |
 SAIC.com
©
SAIC. All rights reserved.
Future
Growth
Focus
-
National
Security,
Engineering, and Health
7
National
Security
•
Electronic warfare (EW)
•
Maritime domain awareness
•
Maritime ISR platforms
•
Missile warning/missile detection
•
Logistics readiness and sustainment of airborne and maritime platforms
Engineering
•
Transmission and distribution engineer and smart grid in Asia
•
International geothermal projects
•
Oil and gas services engineering
•
Natural resources program management and advanced automation
technology
Health
•
Electronic health records systems integration
•
Clinical information systems
•
Advanced clinical analytics
–
Quality and effectiveness
–
Cost |
 SAIC.com
©
SAIC. All rights reserved.
Government Technical Services and Enterprise IT
8
Strategy
overview
Government technical services provider leveraging significant value from
long-standing customers relationships and mission expertise
with a focus on differentiated and repeatable solutions and
processes delivery at competitive price
Target
markets
•
Government enterprise IT services
•
Testing and service life extension
•
Logistics and supply chain management
•
Systems Engineering and Technical Assistance (SETA)
Points of
Differentiation
•
Engineering breadth, supply chain, technical expertise
•
Customer affinity and mission expertise
•
Low cost leadership
Thesis of value
creation
•
Improve management focus on Government services market
•
Drive a lower cost base tied directly to business needs
•
Expand addressable market and revenue growth through removal of restrictions
|
 SAIC.com
©
SAIC. All rights reserved.
Future Growth Focus-
Government Technical Services
and Enterprise IT
9
Government
Technical
Services
Enterprise IT
•
Cost and financial analysis
•
Program office support
•
Technical services for new customers
•
C4 support services
•
Federal advisory and assistance
•
Transaction-based logistics and supply chain for new customers
•
Systems Engineering and Technical Assistance (SETA)
•
Enterprise-Wide
•
Cloud services
•
Network management
•
IT consolidation
•
Mobility
•
“X”
as a service
•
Big data management, analytics and visualization
|
 SAIC.com
©
SAIC. All rights reserved.
Capital Structure Attributes
10
National Security, Engineering,
and Health Solutions
•
Strong credit profile with access to
credit capital markets
Government Technical Services
and Enterprise IT
•
Government
•
Organic growth emphasized with
limited focus on M&A
•
Primarily
self-funding,
little
credit
access required
Common
Differentiated
•
Stable, predictable, and strong cash flow
•
Low capital intensity
•
Dividends
•
Government & Commercial
•
Organic growth with sufficient
firepower for M&A expansion |
 SAIC.com
©
SAIC. All rights reserved.
Transaction Overview and Summary
•
Actions identified and taken to help shape our future
•
Completed the strategic review
•
Separation into aligned businesses
–
Opening of revenue channels
–
Enhanced focus on target markets
–
Employee continuity and opportunity
–
Client continuity
•
Completion next year
•
Shareholder vote not required *
11
Unleashing Our Full Potential
* The proposed spin-off will not require a shareholder vote. The proposed
spin-off will be subject to customary regulatory approvals, the receipt of an IRS tax
ruling and a tax opinion from counsel, the execution of intercompany
agreements, finalization of the capital structure of the two corporations, final approval of
the SAIC board and other customary matters. |
 NATIONAL SECURITY •
ENERGY & ENVIRONMENT •
HEALTH •
CYBERSECURITY
©
SAIC. All rights reserved.
Thank You For Your Interest!
National
Security
Engineering
Health
Government
Services
Enterprise IT |