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BAE Systems Ship Repair
United States Marine Repair

BAE Systems Ship Repair, formerly United States Marine Repair, is America's leading non-nuclear ship repair, modernization, conversion and overhaul company. BAE Systems acquired United States Marine Repair in 2005.

In May 2002 the Carlyle Group dropped plans for an initial public offering of its United States Marine Repair, and instead sold the company to United Defense Industries, a publicly traded company in which Carlyle owned a 49% stake. United Defense agreed to pay $316 million to acquire United States Marine Repair. For the 12 months ended 31 March 2002, United States Marine Repair had $12.3 million in net income on $431.7 million in revenue.

The acquisition of USMR helped to balance and diversify UDI's portfolio, provided it with a strategic growth platform, and expanded its mission to support the U.S. Navy with superior technology and services. As a result of the transaction, USMR became a wholly-owned subsidiary. The transaction was accounted for as a purchase. UDI financed the acquisition with cash on hand and by amending its credit facility to borrow an additional $300 million. UDI began to consolidate the results of operations of USMR as of the effective date of the transaction.

United States Marine Repair (USMR) is America's largest non-nuclear ship repair, modernization, conversion and overhaul company. Six USMR ship repair facilities provide a full range of services, including standard topside ship repair and full dry docking capabilities, to the US Navy, defense-related agencies and commercial customers. The four operating shipyards perform a broad range of non-nuclear ship repair, overhaul and modernisation services for the U.S. Navy, U.S. Coast Guard, U.S. Maritime Administration, U.S. Army and commercial customers and provide a secure and stable revenue stream as a result of the U.S. Navy's continued expansion of its use of multi-ship contracts for the supply of such services, which typically have a duration of up to five years.

Strategically situated in the East and West Coast Navy megaports of Norfolk, Va., and San Diego, Calif., NORSHIPCO and Southwest Marine, respectively, are positioned to perform everything from routine maintenance and emergent work to complex modernizations and overhauls on the largest Aircraft Carriers, Cruisers, Destroyers and Amphibious Ships.

Other USMR/Southwest Marine facilities are located in Ingleside, Texas; San Pedro, Calif.; and Pearl Harbor, Hawaii (the third largest Naval port). San Francisco Drydock, also a member of the USMR family, is located in Northern California's Bay Area. During 2004, UDI adopted plans to discontinue operations at two shipyard facilities that are part of the Ship Repair and Maintenance segment and recorded a charge to earnings of $4.5 million which represents the carrying amount of the goodwill associated with these businesses.

With over 100 years of combined experience, USMR has a established a reputation for quality and service, as evidenced by ISO 9001 certification, four prestigious AEGIS Excellence Awards and a U.S. Navy Approved Purchasing System. A strong commitment to the highest standards of excellence, outstanding customer service and a skilled, dedicated work force have contributed to Southwest Marine in San Diego winning the fourth consecutive five-year, phased maintenance contract for work on LPD/LSD-class ships. In addition, USMR shipyards have also won several impressive environmental preservation awards.

On 1 March 2004, UDI purchased certain assets and liabilities of the Pearl Harbor, Hawaii ship repair operations of Pacific Shipyards International, LLC and Honolulu Shipyards, Inc. for a purchase price after adjustments of $15.0 million. The Pearl Harbor ship repair business is being operated by a newly formed subsidiary, Hawaii Shipyards, Inc. (''HSI''). Principals of the predecessor entity serve as directors of HSI.

BAE Systems Ship Repair is focused exclusively on dry dock and topside ship repair services for the U.S. Navy, other defense agencies and commercial customers. In addition to the Navy, BAE Systems Ship Repair government customers include Military Sealift Command, the Maritime Administration, the U.S. Army and the U.S. Coast Guard. Major commercial customers include owners of tankers, cargo ships and passenger vessels such as Disney, Holland-America Lines and Royal Caribbean Cruise Line. The company is the leading provider of non-nuclear ship repair services in each strategic market, and maintains operations in major Navy megaports, including Hawaii.



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