Acquisition Presentation of Parker Aircraft Wheel & Brake
CAUTIONARY STATEMENT
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1945
FORWARD LOOKING STATEMENTS
This presentation includes "forward looking statements" within the meaning of the federal securities laws relating to management's current expectations or plans for the Company's future operating
and financial performance. Such forward looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share
repurchases, tax payments and rates, research and development spending, cost savings, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and
net indebtedness, other anticipated benefits resulting from the Company's planned acquisition (the "Transaction") of the Aircraft Wheel & Brake Division of Parker Hannifin-Corporation ("Parker"), the
Transaction, including the benefits of the Transaction, the anticipated timing of the Transaction, and the expected performance and future operations of Kaman, and can be identified by the use of
words such as "will," "expect," "poise," "believe," "plans," "strategy," "prospects," "estimate," "seek," "target," "anticipate," "intend," "future," "likely," "may," "should," "would," "could," "project,"
"opportunity," "will be," "will continue," "will likely result," and other words of similar meaning in connection with a discussion of the Transaction or future operating or financial performance or events.
These statements are based on assumptions currently believed to be valid but involve significant risks and uncertainties, many of which are beyond our control, which could cause our actual results to
differ materially from those expressed in the forward looking statements. Such risks and uncertainties include, among others, (i) the ability of the parties to satisfy the conditions precedent and
consummate the Transaction; (ii) the risk that audited financial statements for the acquired business may not be able to be prepared in a timely manner or at all; (iii) the risk that all required approvals
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other applicable competition and foreign investment laws will not be received in a timely manner or at all; (iv)
Kaman's ability to arrange financing to complete the Transaction; (v) the risk that the consummation of the Transaction will not be completed in a timely manner or at all (including as a result of the
European Commission not requiring Parker to divest the acquired business as a condition to its approval of the Meggitt acquisition or such acquisition not otherwise closing), which may result in Kaman
incurring significant costs and expenses and otherwise adversely affect the price of Kaman's securities; (vi) the possibility that the Transaction will result in adjustments to the capped call arrangements
Kaman entered into in connection with its convertible senior unsecured notes due May 2024 that will have a negative impact to Kaman and its current stockholders; (vii) the effect of the announcement
or pendency of the Transaction on the business relationships and operating results of Kaman and the acquired business generally; (viii) the outcome of any legal proceedings that may be instituted
against Kaman or Parker related to the purchase agreement or the Transaction; (ix) following consummation of the Transaction, Kaman's ability to enforce and protect intellectual property related to
the acquired business; (x) risks that the Transaction disrupts the current plans and operations of Kaman or the acquired business; (xi) the representations and warranties provided by Parker and
Kaman's rights to recourse are extremely limited in the purchase agreement and, as a result, the assumptions on which its estimates of future results of the acquired business have been based may
prove to be incorrect in a number of material ways, which could result in an inability to realize the expected benefits of the Transaction or exposure to material liabilities; (xii) the inability of Kaman to
successfully integrate the operations of the acquired business and realize anticipated benefits of the Transaction; (xiii) the inability of Kaman or the acquired business to profitably attract new
customers and retain existing customers; (xiv) the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings; and (xv) future and estimated
revenues, earnings, cash flow, charges and expenditures. The foregoing list of factors is not exhaustive. Additional risks and uncertainties that could cause our actual results to differ materially from
those expressed in the forward looking statements are identified in our reports filed with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, our Quarterly Reports on
Form 10-Q and our Current Reports on Form 8-K. The forward looking statements included in this report and any exhibits filed or furnished herewith are made only as of the date of this release.
Readers are cautioned not to put undue reliance on forward looking statements, and Kaman does not undertake any obligation to update the forward looking statements to reflect subsequent events
or circumstances.
NON-GAAP FINANCIAL MEASURES
Management believes that the Non-GAAP financial measures (i.e. financial measures that are not computed in accordance with Generally Accepted Accounting Principles) used in this presentation or in
other disclosures provide important perspectives into the Company's ongoing business performance. The Company does not intend for the information to be considered in isolation or as a substitute
for the related GAAP measures. Other companies may define the measures differently. Reconciliations from GAAP measures to the Non-GAAP measures are presented at the end of the presentation.
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