Holcim AG (HOLN) Earnings Call Transcript & Summary

Good morning or good afternoon, everyone, and thank you for joining us today for this important event that will mark the history of our company. Yesterday, Holcim has announced its intent to list its full North American business in the U.S. through capital market separation. I am Benedicte Mayer from the Investor Relations team, and I am here with our Chairman and CEO, Jan Jenisch; and our CFO, Steffen Kindler. Today, they will walk us through the strategic and financial rationale of the planned transaction and elaborate on the clear benefits that it is expected to unlock for our North American business, for Holcim and all of our stakeholders. After that, we will open the floor for your questions. [Operator Instructions] And with no further ado, I will now hand it over to you, Jan. Please go ahead.

Hi, and warm welcome from my side to our investor analyst call this afternoon. Very happy you could find the time to join. And I'm very excited to talk you through a bit, how we intend to list our North American business in the U.S. and how we create 2 champion companies. I will go through the presentation. I hope you can see the slides. Holcim is at the right time to make this step now. We have put this company with the strongest earnings profile in our industry with leading margins from EBIT, from cash flow and a very strong balance sheet. We have done this through 94 transactions over the last 5 years, 19 divestments and then a significant number of acquisitions, large transactional ones, but also many, many bolt-on acquisitions. We have positioned the company strongly in the most attractive markets, most prominent in North America where we doubled the business in the last 3 years, very successfully. We have expanded into solutions and products giving a new fourth segment, complementary segment for our customers and for Holcim, very successfully. We have the Decarbonization. We became the leader, especially in Europe, with very fast reduction in CO2 and also most importantly, by creating new sustainable solutions for our customers. So Holcim is ready for the next level of growth and value creation. And this means we are now ready to create 2 champions here, the new North American business, which will be listed in the U.S. and of course, the remaining Holcim, which also has a very attractive profile for the future. When we look at the transaction and our CFO will talk more details later about the planned transaction, but we're going to take this to the U.S. We're going to make this as a 100% spinoff, very important to us. We're going to have a fully independent company when the process is over, and also with the clear target to benefit all our shareholders. So the spin means the existing Holcim shareholders receive the shares of the U.S. listed entity. And we expect this listing to happen in the first half of next year. And then we're going to race for the leading market position across all businesses to capitalize on this outstanding strong construction spend we see for Holcim here for the years to come. We think this is the necessary step to take the $11 billion business to become a $20 billion company by 2030 by focusing pure-play on our North American customers with deeper strategic operational priorities. We believe the U.S. dollar-based capital structure will help us a lot to make the right capital allocation priorities for the North American business and look very much forward to this. We will have a dedicated U.S.-based leadership team with deep domain expertise and also a very dedicated Board of Directors for this company. One of -- for me, the most important dimension are the employees and the leadership team and by listing our North American business, we are able to have much more focused career opportunities and much more focused incentive schemes for the leaders, but also for the employees U.S. stock options. So we will be much more competitive here to attract and retain talent for our business. And then most importantly, we put this all together with the most distinct and compelling investment profile for our investors. There are many, many U.S. investors who focus very much on domestic companies, U.S. dollar-based companies and then we are very happy to welcome this investor base into our new listed entity. A few details here. When you look at our North American business, you hope you will be as excited as me to see our leadership positions. We are the #1 player in cement in North America. We are already the #3 player in the $40 billion roofing market. And we have very promising starting positions in aggregates where we are already the #5 position, same in ready-mix. And all this already at leading margins. We have EBITDA margin of above 27%. Our team has done a fantastic job to integrate all these acquisitions to match that with high organic growth rate and to translate this year in very satisfying margins. And we look forward now for the next level of margin expansion. The footprint we are having for Building Solutions is, I would say, industry-leading. We have more than 850 state-of-the-art operations to support our planned growth. This goes across our business segments, and you can already feel what we're going to do here, we're going to have very dedicated synergy programs going forward. We want to have to optimize the supply chain. There is a lot of synergies from procurement, from site management, to logistics, all the way to the customers where we want to sell all our products and solutions here to our customers. And this is going to be very exciting for us going forward. We are very self-sufficient in North America. We have all support function, is it finance or legal or IT, already established, and we have also 5 R&D centers here developing the future solutions for the customers. So very strong, very promising footprint here, which we bring on a new level through the U.S. listing. When you look at the market, I couldn't be more excited here. We see ourselves as best positioned to capitalize on a very strong construction spend. We have a construction spend coming, of course, from these big bills, the infrastructure, refurbishment, new infrastructure coming, the anti-inflation reduction act, which is a great road map for us to develop our business. But also, we have all these significant onshoring investments, which are in place, which are actually a big part of our business this year already where companies from outside the U.S. are reinvesting in factories and production facilities here to participate in the U.S. market. And then also the housing shortage will translate into another increase in construction spend in the near future. Our teams have focused very much on this already. You'll see here we have already secured more than 100 of those infrastructure projects which give us already a significant additional organic growth over the years to come. When you look at our sales profile, I think very strong. You see our segments here, cementitious, aggregates, solutions and products already in the same magnitude. That's an ideal mix here to benefit. And you see it in the other pie that we have an ideal focus from New Construction to Repair and Refurbishment. So New Construction, we benefit from all these planned infrastructure and onshoring activities and then Repair and Refurbishment, which is the ideal focus to give you a resilient return, to give you a high value-add return. So we have a very exciting mix here, and we're going to take advantage of that here for our road map to become a $20 billion company. When you look at the plans going forward, we talked about the track record. I think we had the most outstanding track record in the building sector in the last 4 years, you see this compounded average growth rate of 23% annually in sales and 26% in EBIT that gives us a great confidence that the $20 billion ambition we set for 2030 is not a dream. This is a very real target, and we're going to combine that with another over proportional increase in margins and returns, very exciting. And not less exciting is the story for Holcim post the U.S. listing. When you look at the footprint of Holcim expose the U.S. listing, it's going to be a CHF 17 billion company listed in the SMI, in the leading Swiss Market Index and with market-leading returns, when you look at the EBIT margin will be above 16%. You see the cash flow already last year, more than CHF 2 billion in cash flow and we plan to grow this further. When you look at the strategy, and this is one of the reasons why we want to have 2 champions and not 1 champion. Where in the U.S., we focus on growth, focus on volumes. We focus on all these big programs coming in. In Europe, the growth will be coming from sustainable building solutions, decarbonization and circularity. And here, we are well positioned. We have proven already over the last 2 years that we're turning this decarbonization circularity into profitable growth, growing the profit in a market where volumes are decreasing. This will continue. We have just started with our leadership in sustainability, and this will drive the business here very strongly into the future. We have some portfolio transformation opportunities. As you know, we have also done some significant divestments in recent years, very value accretive transactions. And we have maybe done 80% of our repositioning in the markets, but we still have a few country positions where we might be able to work on an exit on a value-accretive divestment. We are like -- you have seen from the recent years very shareholder focus on the capital allocation. So you can expect here ongoing attractive dividends and attractive share buybacks going forward. The country mix is exciting too. We have more than half of the company will be focused on Europe, where we will have extra growth from our decarbonization and our sustainable building solution. And we mix this with attractive opportunities in emerging markets where in Latin America, most prominently, we are the leading company, not only from -- by growth, but also by returns and especially cash generation and cash repatriation back home, very successful. The same for Asia, Middle East, Africa, where we have very attractive market positions from Australia, to the Philippines, to Africa where we will also extract value here for the company and the shareholders going forward. This is the snapshot on our leadership in innovative and sustainable building solutions. I talked already a lot about the decarbonization circularity and then the customer sustainable building solutions. This will drive our company here, circularity. I think that is one of the hottest topic. We are already the leader in recycling construction demolition waste and make them back into new products. We have recycled more than 5 million tonnes last year. You see the ambition, we want to do 20 million tonnes already by 2030. So with very impressive high growth numbers now each year going forward. We will have more than 150 recycling platforms by 2030. So all our core markets in Europe, all the metropolitan areas will be circular for Holcim and we're going to be the recycler of choice and the biggest recycler in the building space and this is a strong leg here of the company's future. And then you see also the decarbonization. We are the fastest decarbonizer in the building environment. And that also gives us extra competitive advantage because we lower the cost for CO2 in Europe and are able to improve our margins further. We have set financial targets. Also here for Holcim, you see the targets ongoing growth, not by volume, but by value, more than 4% sales growth year-on-year. This is mostly organic growth plus some bolt-on acquisition. This doesn't include larger deals, which might come down the road. We're going to continue to improve the margin and have an over proportional target for EBIT and then all will be translated in very good free cash flow situation from more than CHF 2 billion to more than CHF 3 billion over this period up to 2030. So a very attractive investor proposition here, and this company will also be a very successful champion going forward. With this, I think we go to the transaction overview, and I hand over to Steffen to share some more details with you.

Thank you very much, Jan. Yes, good afternoon, good morning, everybody, depending from where you join us. Let me give you a quick overview of the transaction, how we want to create the leading pure-play building solutions company in North America. So we prepare for a full capital market separation of the North American business. That means we do not intend to still hold shares of that company from the European entity. So there will be 2 separate companies with their own governance structure, with their own management, with their own Board, and they will be completely separated at the end of this transaction. This transaction is intended to be executed as a spinoff that is the most straightforward way, that means the holder of one Holcim share today will get an additional share as a dividend in kind so to say, and will be a holder of a share of both companies in the future. We're going to plan and that will be -- the final structure of that transaction will be communicated in the second half of 2024, most likely at our Capital Market Days for both entities, which will also be in the second half of this year. They will take place September, October time frames. And we were very happy to give you all the details at this event than of all the questions that might not be in the decks today. We plan for an extraordinary shareholder -- general meeting for our shareholders and to get the approval of the transaction. That is probably going to be in the first quarter of next year. And then finally, the U.S. listing is expected in the first half of next year. Holcim post the U.S. listing, so the entity that's still here in Zurich is expected to remain in the Swiss Market Index. Today, we are #9 or #10 in the Swiss Market Index. We're going to be #14, #15 then, but we expect to remain part of that index. We're going to have a tailored capital structure to support growth and value creation. Very important to understand today, we have a very comfortable BBB+ credit rating and that will be maintained in both companies. We will be able to give both companies a capital structure with an adequate credit rating and adequate financial power. We're going to unlock the value by creating 2 distinct and compelling investment profiles, also with attractive shareholder returns. Now our financial results for 2023 are going to be announced in about 4 weeks from today. But when you look back at what we announced at the 9-month mark, you see that Holcim is coming from a position of financial strength. You're going to have -- you'd be guided back then to very good financial results for the end of this year, which gives us a lot of firepower to make this deal happen and to also support along the process -- to support the share price, but also to set up the capital structure in the right way. This is very important to understand also why the deal makes sense now at this point in time of our company history because we're coming from this position where we're really able to do this and execute this now in the right way. With that, I would give it back to Benedicte for you to ask questions.

Thank you, Steffen. [Operator Instructions] I will now start the Q&A with the first question, which is coming from Luis Prieto at Kepler Cheuvreux.

I'm aware that it is way too early to be precise on this, but would you be able to provide some rough guidance on how the financial carve out may be carried out? And more precisely, should we assume both entities to have the same financial gearing, how will you approach valuation matters? And again, I know it's very early. And finally, will this be a fully taxed mutual transaction?

Luis, thank you for the question. I think we have here really very much headroom to define the winning capital structure. And you have to see that we are -- to have this BBB+ credit rating is not really challenging for us. We are far better than all the criteria. So that means you have a lot of headroom and we have to consider a lot of criteria for the right capital structure. We also are planning for supportive share buybacks to make the listing as smooth as possible. And so many things to consider, but it will be a winning formula, and we have a lot of headroom going forward. And we will use that very wisely. And until we come back with the transaction details, we are not in a position to give you more details because we have to work it out. We also want to listen to investors in the next couple of days and weeks for their specific situation to make sure we define the transaction to the liking of all shareholders.

All right. Let's go to the next question. We'll take the next question from the line of Sven Edelfelt at ODDO.

So two for me. Could we have an idea of a pension provision for the U.S. business for valuation purposes? That's the first question. And then the second question, if I take the assumption that Europe as a new entity disposal of an EM asset after the spinoff, would it be an option for the new Holcim entity to go after U.S. acquisition?

Sven, I answer the second question first, and then I ask you to maybe rephrase the first one. We didn't have a good line on this one. The second question, I mean, first of all, we are again in a comfortable position. Both entities will have very strong balance sheets and the headroom to do what they need to do. Theoretically, once the 2 companies are independent, they can compete with each other. However, when you have seen the footprint we have in North America with more than 850 manufacturing sites, you cannot just enter organically or with a small acquisition. These markets are very attractive if you are very competitive. So again, everything is possible, but these markets are not that easy to enter, and that's also why the position we have achieved at Holcim is a huge competitive advantage. Can you, Sven, tell me the first question again?

Apologize for bad line. Could we have an idea of the pension provision for the U.S. business?

Sven. We do not expect a pension provision for the U.S. business. And we also derisked our U.S. pension scheme in 2023 with the buyout of our major pension plans in the United States. So no, we do not expect the pension provision as part of this operation. But also on this and this is not going to be a major part of the financial balance, but further details will be provided in the course of 2024.

And the next question comes from the line of Tobias Woerner at Stifel.

Two, if I may. Number one, when you look at your ROIC of last year and let's say, that is the one you've got in your hand for this year, how does the ROIC profile differentiate between the 2 new companies in a way, i.e., Holcim heritage and Holcim U.S.? That's the first question. And then secondly, when I think about U.S. cement, what sort of earnings potential do you see there going forward? And at the same time, when I look and think of commercial roofing in the U.S., what sort of earnings profile and potential do you see there?

Tobias, look on the ROIC, I mean, we will talk more detail when we have the annual results in 4 weeks' time. I can just assure you that, of course, the ROIC was a target for us in 2025. And I can assure you already that we are on both sides of the Atlantic. We are above the cost of capital, and we give you more details, I think, for the full year results. But there's actually not much significant difference between the 2, and they're all in the right territory. When it comes to the margins, I think we have a very exciting situation in North America. We indicated in the overview that the EBITDA margin is already above 27% for the $11 billion. And I want to give you that information to demonstrate there's no dead body in the business. We are having very strong operations in cementitious, in aggregates and in roofing. And we provide more detail later in the course of this process, but maybe as of today, I'm very happy to speak about that. In the cement business, we are in the #1 position, both in the U.S. and in Canada. And #1 position means not only we are selling the most tonnes of product. That means we have the most competitive operations, the most competitive logistics and a very clear competitive advantage. So we have a high-margin business, and we expect to rather increase further the margin through a lot of debottlenecking our plants. We have a lot of new minerals coming in. And so we've big plans to make this business even more successful. When we go to the aggregates business, we're #5 now in North America, which means the market share is maybe 2%. Very exciting, but it's not a small business. It's a $1 billion-plus business, and it already operates at very attractive margins, very close to the top performers in the segment, and this is one of our top targets to further improve the margins on one side, but this has to be clearly a growth story. So we are now investing already in a lot of brownfield, greenfield investments organically and plus you have seen quite a number of bolt-on acquisitions because that aggregate business we want to have as a rocket performance from the margin, the cash flow but also from the growth line, and we are positioned for that. As a side information, we have a great reserve situation in aggregates, which is in the same position, the same ballpark as the top peers in the segment. Roofing, also we shared already a lot of roofing information with you over all these acquisitions. We just entered less than 3 years ago in the roofing with the step-changing acquisition of Firestone, which closed April 1, 2021. So less than 3 years, and I'm very proud of the team that they became #3 position already in North America. We shared with you how much we already improved the margin in roofing. And so this is a well-functioning business, but of course, has still a lot of room for margin improvement and also a lot of room now for organic growth. We have acquired 6 companies in the roofing space. And now we have all the technologies. We have all the footprint. So the team is now focusing a lot on organic growth with our customers. But also with the footprint, we are now at the moment, just starting up new insulation board plants like in Salt Lake City. We are having just in operation of our first glass fiber mat for the roofing systems, and we are now planning for a new shingle plant, the fourth shingle plant then for our Malarkey business. So we focus here on the big opportunities we have also for organic as we have the full technology available, and we want to further move up the market and grow and improve the margins. So just to give you a first glimpse on, that's already a very fast-growing business, but also very good margin situation with further potential. And more details, please allow us to give you in the follow-ups throughout the process.

We take now the next question from Mike Betts at DBA.

I had two questions, please. The first one is on the accounting differences between U.S. GAAP and IFRS. I think your 27% margin is before leases, correct me if I'm wrong, I think in the U.S., EBITDA is defined as after leases. Could you give some indication of what the difference might be? And is that the main difference when you restate in the U.S. GAAP? And then please, the second question, on this morning's call, you talked about there being minimal costs involved, which I'm struggling a little bit with, I mean, when companies do major acquisitions, and I accept this is a divestment, but normally there are major synergies, cost savings. I would have thought that there were economies of scale in the cement business and the ongoing businesses would be buying less fuel or spare parts or stuff like that. What am I missing there?

Mike, yes, I'll take the second question, and then Steffen talks about the accounting matters. Look, the difference is, Mike, that we have 2 businesses with scale. So we're not talking about we are splitting the company in small pieces. We're going to have an $11 billion company and a $17 billion company. And I personally believe that the synergies within the regions are much bigger than the synergies on a global scale. And you will see that once we have the teams motivated, you negotiate with equipment suppliers or something. I don't think there's a difference between $11 billion and $20 billion company. So you will see we will able to even accelerate savings when we go to the regional model. On implementation costs, we talked already about it throughout the day. It's also clear that we run the business already on a regional basis. So our carve-out, our dis-synergies are on a very minimal level, and this is a very simple -- very simple listing for us as everything is already prepared. We have -- also on the legal side, we have the entities properly organized. So also here, there is no trouble and we will minimize all complications.

Mike, I'm happy to take your question on the accounting. So the difference between U.S. GAAP and IFRS is actually in the leasing, and the difference you can assume between before and after lease is maybe 1 to 1.5 percentage points in the U.S., hope that helps.

Let's move on with the next question from the line of Juliana Gonzalez from Citi.

From what I understand, the bonds are cross-guaranteed. So can you confirm if you're going to require some sort of consent solicitation for debt investors for the spin? And my second question, will any of the debt be transferred to the U.S. standalone business?

Tara, could you maybe repeat the question? The line is really shaky.