Company Global Markets Research Europe Building & Construction Industry Update 19 August 2011 European Contractors Contracting for Beginners Luis Prieto Bartolome Manu Rimpela Research Analyst (+44) 20 754-50791 luis.prieto@db.com Research Analyst (+44) 20 754-55669 manu.rimpela@db.com A tool for navigating through the complexity of today's European contractors The European contracting sector has changed dramatically over the past 15 years. Companies have mutated from plain vanilla contractors in the 1990s into integrated infrastructure players at present. Although the companies’ IR/communication efforts have developed accordingly, we feel that a guide analyzing all the key areas we usually focus on when we look at the industry could be useful for both beginners and the initiated alike. Deutsche Bank AG/London All prices are those current at the end of the previous trading session unless otherwise indicated. Prices are sourced from local exchanges via Reuters, Bloomberg and other vendors. Data is sourced from Deutsche Bank and subject companies. Deutsche Bank does and seeks to do business with companies covered in its research reports. Thus, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. DISCLOSURES AND ANALYST CERTIFICATIONS ARE LOCATED IN APPENDIX 1. MICA(P) 146/04/2011. Europe Building & Construction 19 August 2011 European Contractors Contracting for Beginners Luis Prieto Bartolome Manu Rimpela Research Analyst (+44) 20 754-50791 luis.prieto@db.com Research Analyst (+44) 20 754-55669 manu.rimpela@db.com Industry Update Companies featured ACS (ACS.MC),EUR26.00 Balfour Beatty (BALF.L),GBP239.60 Bouygues (BOUY.PA),EUR22.00 FCC (FCC.MC),EUR17.26 Ferrovial (FER.MC),EUR7.96 Eiffage (FOUG.PA),EUR30.15 OHL (OHL.MC),EUR16.96 Vinci (SGEF.PA),EUR33.86 Skanska (SKAb.ST),SEK89.20 STRABAG SE (STRV.VI),EUR21.12 YIT Corporation (YTY1V.HE),EUR12.65 Hold Hold Hold Hold Buy Hold Buy Buy Hold Hold Buy A tool for navigating through the complexity of today's European contractors The European contracting sector has changed dramatically over the past 15 years. Companies have mutated from plain vanilla contractors in the 1990s into integrated infrastructure players at present. Although the companies’ IR/communication efforts have developed accordingly, we feel that a guide analyzing all the key areas we usually focus on when we look at the industry could be useful for both beginners and the initiated alike. How have we approached the subject? After introducing what we understand by ‘Contractor’, we analyse the three key elements in companies’ activity portfolios: Contracting, Concessions and Other forms of diversification. We then move on to the balance sheet implications of the companies’ transition to becoming integrated infrastructure players. Finally, we drill into our sum-of-the-parts-based valuation methodology with special emphasis on concessions. For this report we have built an earnings/valuation model of a theoretical toll road asset in order to show as cleanly as possible what contractors focus on when investing in greenfield concessions. Deutsche Bank AG/London All prices are those current at the end of the previous trading session unless otherwise indicated. Prices are sourced from local exchanges via Reuters, Bloomberg and other vendors. Data is sourced from Deutsche Bank and subject companies. Deutsche Bank does and seeks to do business with companies covered in its research reports. Thus, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. DISCLOSURES AND ANALYST CERTIFICATIONS ARE LOCATED IN APPENDIX 1. MICA(P) 146/04/2011. 19 August 2011 Building & Construction European Contractors Table of Contents 1. What do we understand by ‘Contractor’? ................................... 3 1.1. The consolidation process in the 1990s and early 2000s................................................... 3 1.2. No longer plain vanilla contractors but diversified entities ................................................. 3 1.3. Different diversification models ......................................................................................... 5 2. Contracting, where it all began .................................................... 6 2.1. What is contracting? .......................................................................................................... 6 2.2. A risk management business with low barriers to entry .................................................... 6 2.3. Negative working capital and low operating leverage........................................................ 7 2.4. Low margins are the name of the game ............................................................................ 8 2.5. As late cyclical as it gets .................................................................................................... 8 2.6. Backlog as a measure of future performance .................................................................... 9 2.7. The accounting of contracting.......................................................................................... 11 2.8. A clear infrastructure bias ................................................................................................ 12 2.9. A subdued long term outlook for infrastructure ............................................................... 13 2.10. Could PPPs revive the infrastructure construction market?... ........................................ 15 2.11. …and emerging markets?.............................................................................................. 15 2.12. Key construction sector indicators ................................................................................. 17 3. Concessions, the obvious way to diversify ............................... 20 3.1. Why did contractors move on to infrastructure concessions?......................................... 20 3.2. What is a concession? ..................................................................................................... 20 3.3. The inflation hedge........................................................................................................... 20 3.4. The traffic element in demand risk concessions .............................................................. 21 3.5. Very particular financial structures ................................................................................... 22 3.6. The accounting of concessions........................................................................................ 22 3.7. Greenfield vs brownfield .................................................................................................. 23 3.8. Infrastructure market players ........................................................................................... 24 3.9. Overview of the key developed PPP markets .................................................................. 25 3.10. The role of emerging markets in concessions ............................................................... 30 3.11. Valuation of PPP concessions ........................................................................................ 31 4. Other forms of diversification .................................................... 36 4.1. The rationale behind other forms of diversification .......................................................... 36 4.2. Engineering / Professional Services ................................................................................. 36 4.3. Cement and other heavyside materials............................................................................ 36 4.4. Housing and commercial development ........................................................................... 36 4.5. Renewable energy assets................................................................................................ 37 4.6. Taking the business model to the extreme: electric utilities ............................................ 37 5. Diversification’s impact on financial structures........................ 38 5.1. Two clear groups of contractors ...................................................................................... 38 6. Valuation of contractors ............................................................. 40 6.1. Sum of the Parts, the key valuation approach.................................................................. 40 6.2. We cannot read too much into multiples ......................................................................... 40 6.3. Conglomerate discounts .................................................................................................. 41 Appendix A – Historical M&A activity in the sector ..................... 42 Appendix B – Euroconstruct ........................................................... 49 Appendix C – Output....................................................................... 53 Appendix D – Confidence................................................................ 55 Appendix E – Housing ..................................................................... 56 Page 2 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors 1. What do we understand by ‘Contractor’? Traditionally, contractors had been companies of a relatively small size providing construction services in their domestic markets. Nonetheless, when we analysed the current industry configuration, we quickly realized it has evolved significantly. Traded contractors today are much larger companies with a high degree of activity and geographical diversification. Figure 1: Contractors ranked by 2010 sales (EURm) Figure 2: Contractors ranked by 2010 EBITDA (EURm) 6,000 40,000 35,000 5,000 30,000 4,000 25,000 3,000 20,000 15,000 2,000 10,000 1,000 5,000 0 0 Source: Deutsche Bank, Company data Source: Deutsche Bank, Company data 1.1. The consolidation process in the 1990s and early 2000s The current configuration of European contractors has been the result of numerous mergers and acquisitions over the past 20 years. Because contracting markets are, in essence, extremely fragmented and local, consolidation has been the only way to gain critical mass. Merged entities have benefited from more efficient structures, more evolved management/control systems and access to higher value added segments. Critical mass has also provided European contractors with direct access to financial markets, a key catalyst of diversification. Two very good examples of these consolidation processes would be the following: ACS’s current structure was the result of the merger between OCP and Gines Navarro in 1997 and the absorption of Dragados in 2003. These two key transactions have been further underpinned by numerous acquisitions of businesses and stakes in traded companies domestically and internationally. Vinci as we know it today is the result of the merger between Vinci and GTM in 2000 (endorsed by GTM’s key shareholder at the time, Suez Lyonnaise des Eaux) and the acquisition of ASF in 2006, which took the company deep into concession territory. 1.2. No longer plain vanilla contractors but diversified entities The reason behind the diversified nature of the European contractors that emerged from the consolidation process described above is threefold: 1) the reinvestment of the strong cash flow generation during the 2000-2007 period; 2) the strategic desire to move away from Deutsche Bank AG/London Page 3 19 August 2011 Building & Construction European Contractors cyclical activities into more stable businesses; and 3) the increasing budgetary constraints of the companies' key clients, governments (which led to the strong development of companies' PPP concession divisions). Very acquisitive companies In addition to the consolidation process, companies have also been extremely active on the M&A front. The following table summarises the key transactions that the companies have carried out in the 1991-2011 period. Figure 3: Summary of European contractors’ largest acquisitions in the last 20 years 1991-1995 Acciona ACS Cobra 1996-2000 2001-2005 2006-2011 Press Cargo, Mostostal Warazawa Elektrim Finance, Inversiones Tecnicas Urbanas, Service Corporation International, EHN, stake in FCC Stake in Endesa Continental Auto, ONYX and Imes Dragados, Stake in Abertis, Stake in Union Fenosa Stakes in Iberdrola, Stake in Hochtief Balfour Beatty Bouygues Eiffage Kentons, Mansell, stake in Gammon, Charter, Cowlin Group, Centex, Dean & Dyball, GMH, Douglas E Pennine Group, SBB Barnhart, Schreck-Mieves, RT Dooley, Parsons Brinckerhoff, SpawMaxwell, Halsall Group Basil Read SAE, Walter Bau FCC Ferrovial Agroman Erosport Group, Telecom Italia, E.ON SCR, Beugnet, Gerland APRR, Crystal and Clemessy Giant Cement Portillo, Cementos Lemona, ASA, Marepa Group, Grupo Logistico Santos Waste Recycling Group, Uniland, Alpine Mayreder Bau, SmVaK, Olivento Budimex, 407-ETR Amey, Webber Group, Swissport BAA, Cintra OHL Skanska Spie Rail, SEMI, Gouyer, SRD, Leadbitter group, NT1, TMC I2000, Fumisa, Centrovias, ZPSV Vianorte, Toluca airport, Arellano Uhersky Ostroh, Intervias, Amozoc- Construction, Stride Contractors, Judlau Contracting, Sthim Perote Maquinaria Beers Construction Company Börje Larsson Bygg i Nyköping AB, SADE, A.J.Etkin, Budexpol, EMV, Exbud, Böge Larsen Projects Oy and Proconord International Oy, Barclay White MGT, Yeager, MIAB, BFW Construction Co, Klimavex Stamakt, McNichilas, SkyBAu Strabag Deutsche Asphalt Group, Walter-Bau Preusse-Group and StratebauGroup, Dywidag, Heilit+Woerner, Group, Fahrleitungsbau GmbH and Eichholz Group, Linde KCAEd.Züblin AG Umweltanlagen GmbH, Ottokar Klug GmbH, Oden, Viamont DSP, Rimex Group, ECM Facility Vinci Environmental Analysis Limited, Genfio Technology Limited, Crispin & Borst, TCL Granby, ASF ASF, PEL Limited, Weaver, Fifehrad Limited, Taylor Woodrow, Gordon Durham, Faceo, Cegelec, Tarmac quarries Calor AB, Primatel Lts, Nordic Building Systems, A/S Emico, Nortelco System-Teknikk Alueputkitus Oy and Konepaja Alueputkitus Oy, Inesco Oy, MCE AG, Caverion GmbH, Reding YIT Oy Huber Ab Mongstad Industrier AS, VSP i Göteborg AB, AB Kausta, SähköSoikkeli Oy Source: Deutsche Bank Some are even no longer considered contractors There are two extreme diversification cases where the contracting activities have become so diluted that the companies are no longer considered contractors, Acciona and Bilfinger Berger. In the case of Acciona, management’s strategic shift into renewable energy activities has resulted in as little as 15% of the EV of the company being underpinned by contracting/infrastructure operations (including concessions). As far as Bilfinger is concerned, the significant stress laid on the development of industrial services activities over the last Page 4 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors years (mainly through acquisitions) and the divestment of Valemus in Australia following the decision to exit the contracting business have left contracting at a negligible 5% of EV. 1.3. Different diversification models Although it is difficult to generalize given the companies’ very different activity portfolios, we can assume European contracting names follow two main diversification models Transport infrastructure oriented diversification model. Besides their heritage contracting activities (and some services operations) Eiffage, Ferrovial, OHL and Vinci have heavily diversified into toll roads (ASF, APRR, 407-ETR) and airports (BAA). Wider diversification model. ACS, Balfour Beatty, Bouygues, FCC, Skanska, Strabag and YIT have shown less focus on transport infrastructure assets than the peers in the previous category. These companies’ main diversification areas are: electric utilities, services concessions, telecoms, environmental/urban services, cement and residential/commercial development Figure 4: EBITDA 2010 breakdown by activity group (% of total) ACS Balfour Beatty Bouygues Contracting 65 91 Infrastructure concessions 2 -6 Service concessions 21 45 FCC 25 56 Cement Ferrovial Eiffage OHL Skanska (EBIT) Strabag (EBIT) Vinci YIT (EBIT) 9 29 22 82 85 37 19 76 72 76 6 15 62 16 15 Development 6 27 Headquarters & other 12 15 49 4 -1 -1 2 -15 Total 100 100 100 100 100 100 100 100 61 1 20 100 100 100 Source: Deutsche Bank Figure 5: Estimated equity value breakdown by activity group (% of total) ACS Balfour Beatty Bouygues (EV) FCC Ferrovial Eiffage OHL Skanska (EV) Strabag (EV) Vinci YIT (EV) Contracting 68 78 30 33 43 46 52 58 88 56 15 Infrastructure concessions 12 26 5 62 80 101 6 12 52 Service concessions 12 55 Cement 12 Development Headquarters & other Total 23 7 35 58 9 -4 59 -0 -28 -26 -52 1 100 -8 27 100 100 100 100 100 100 100 100 100 100 100 Source: Deutsche Bank Deutsche Bank AG/London Page 5 19 August 2011 Building & Construction European Contractors 2. Contracting, where it all began 2.1. What is contracting? We use the term ‘contracting’ to refer to a wide range of services that companies can provide in the construction space. Although construction project execution has historically been at the heart of ‘contracting’ operations, the term ‘contracting’ also refers, in the companies in our universe of coverage, to pre-construction activities such as strategic consultancy, program management or engineering (design) as well as to other forms of more specialized industrial construction/installation activities. Engineering In the ‘pre-construction’ phases of projects, the market providing consultancy and design services to the construction industry tends to be quite fragmented making an interesting area of expansion for the larger European contractors as evidenced by Balfour Beatty’s strengthening of its Professional Services division with the Parsons Brinckerhoff acquisition in 2009. See the section Other forms of diversification. General contracting General contracting is the more common form of contracting in our universe of coverage. It involves executing construction work in the residential, non-residential and infrastructure segments by subcontracting a significant percentage of the work to more specialized subcontractors, carrying out the non-subcontracted portion and, obviously, managing the whole process (human resources, materials, machinery, legal, etc). Specialised and industrial contracting The general rule of thumb is that the more specialized the contracting, the higher the operating margin potential. In addition, specialized forms of contracting can provide very interesting competitive advantages in certain segments/geographies. Activities like complex civil work, HVAC, electrical engineering or industrial installations are good examples of this. In our universe of coverage, companies like ACS, Vinci or Eiffage are well exposed to more advanced forms of contracting through their Industrial Services, Vinci Energies or Eiffage Energy divisions. 2.2. A risk management business with low barriers to entry The contracting business is mainly about managing all the risks involved in any given contract. Given the relatively low technological value added in most of construction activities, contractors minimize risk by means of applying stringent bidding, contract management and control techniques. Fixed vs variable price contracts A key area of risk management in contracting is the nature of the contract itself. In residential work, for example, contracts have historically been of a fixed-price nature, implying that the contractor would assume all cost risks during the execution of the contract. This adds material volatility to profitability in environments of raw material price volatility. Consequently, contractors try to minimize the fixed price component of their order backlogs in favor of variable cost or cost-plus contracts. Page 6 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors It needs to be highlighted that cost-plus contracts are common in areas where cost effectiveness is not as important as the long term quality of the work. Civil engineering projects are a good example of this. Low barriers to entry Another key characteristic of the contracting business is that there are no meaningful barriers to entry. However, it is rare to see contractors succeeding outside their home markets; the key reason for this is that the construction business tends to be a very local business in which knowing the client plays a key role. 2.3. Negative working capital and low operating leverage The contracting business is generally characterised by low operating leverage and a negative working capital. The reason for the low operating leverage is the very limited fixed cost base (from 5% to 10% of the total) despite the relatively low margins. It needs to be highlighted, however, that the more specialised the work contractors carry out, the higher the operating leverage tends to be as companies cannot subcontract as much and usually own/manage a more relevant percentage of their fixed assets/workforce. As general guidance, we calculate that a contractor would have a 2x EBITDA leverage to changes in sales on the assumption of fixed costs at 7.5% of the total cost base and 6.5% EBITDA margin. Figure 6: EBITDA operating leverage calculation Year 1 Sales 100 Change in sales Operating costs Fixed costs % of op. Costs Variable costs % of op. Costs EBITDA Operating leverage 90 -10% 94 85 7 7 8% 8% 86 78 93% 92% 7 Change in EBITDA EBITDA margin Year 2 5 -20.8% 6.5% 5.7% 2.1 Source: Deutsche Bank Deutsche Bank AG/London Page 7 19 August 2011 Building & Construction European Contractors Figure 7: Cost structure vs other building industries 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 30.0% 25.0% 20.0% Fixed 35.0 30.0 25.0 20.0 10.0% 15.0 0.0% Variable 40.0 15.0% 5.0% Source: Deutsche Bank Figure 8: Operating leverage vs other building industries 10.0 5.0 0.0 Leverage to 1% price var. Margin Leverage to 1% volume var Source: Deutsche Bank European contractors generally exhibit negative operating working capital figures as they tend to get paid by clients before they pay subcontractors. The key exception to this is emerging markets where in order to grow, companies may need to guarantee the availability of subcontractors by paying them in advance; this translates into a positive working capital, in other words, a need to finance growth. 2.4. Low margins are the name of the game The particular nature of the contracting business (low capital intensity, negative working capital, low barriers to entry, extensive use of subcontractors, etc) results in low operating margins (on average mid single digit or slightly above mid single digit EBITDA margins). Besides company-specific issues, margins are determined by two key factors: Geographical exposure. There are markets like Germany where the contracting industry remains highly competitive, which has historically put material pressure on margins (the post-reunification downturn did not take as much capacity out of the market as the decline in output); this has obliged companies to widen their service offering in the last years (engineering, facility management) so as to become more competitive. There are other European markets like France or Spain where the consolidation process of the last 10-15 years has left a limited number of players resulting in above-average margin figures. In emerging markets, margins can be particularly high as a reflection of the risk assumed, the lack of local know-how or the need to operate on a positive operating working capital. Segment exposure. The higher the value added the work, the higher the margin. Civil Works usually show the highest technical complexity and more often than not require specialized machinery (tunnel boring machines for example), which implies that margins are higher than average and can even reach double digit (EBITDA level) for some projects in developed markets. On the residential and non-residential fronts, competition is high (smaller contractors), operating margins tend to be much lower and fixed price contracts are more common, which gives more volatility to margins. 2.5. As late cyclical as it gets In construction contracts, the client’s decision to build is taken in a particular operating environment but the actual construction work, and the generation of earnings, can take place in a completely different economic context due to the long execution periods. There are several reasons why construction contracts tend to be quite long: Page 8 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors The nature of the business. Construction projects usually take years to complete due to the complexity of the end product and the particularities of the production process (subcontracting) and of the building materials employed. The nature of the contract. Some contracts can be remarkably long due to ambitious design characteristics (usually in transport infrastructure). Legal hurdles. Transport infrastructure work typically goes through lengthy expropriation processes as land owners are not always willing to sell the affected land. Increasingly strict environmental laws also result in longer engineering and execution periods. Financial requirements. When construction work is associated to PPP projects, the project needs to reach financial close before work can begin. The financial close time frame will depend on the economic/financial environment as well as on the particular characteristics of the project. Delays. Although obviously not in the initial design of construction projects, unforeseen circumstances (reduced client liquidity, weather conditions, unfavorable geology) can lead to delays and, therefore, much longer execution periods. 2.6. Backlog as a measure of future performance The late cyclical nature of the contracting business just described implies that the analysis of the orders that companies will be working on in coming years is relevant to get an idea of future earnings performance. Backlogs / Orderbooks Contracting order backlogs or orderbooks are defined as the pipeline of customers orders that are in the process of completion or have not yet been started. Backlogs are usually expressed in EURm as well as months of average activity levels. Depending on the type of contracting carried out and the country mix, European contractors tend to have between one and two years of average activity in their orderbooks (see table below), which generally feeds the next three (or more) years of revenue. Figure 9: European contractors orderbooks in months of activity (Dec 2010) 30 25 20 15 10 5 0 Source: Deutsche Bank, Company data Deutsche Bank AG/London Page 9 19 August 2011 Building & Construction European Contractors Figure 10: Balfour Beatty’s December 2009 and 2010 orderbook distribution (GBPbn) 6 5 5.1 4.9 4 3 2.5 2.1 2 1.6 1.2 1 0 FY+1 FY+2 FY+3 onwards 2009 2010 Source: Company data Figure 11: Bouygues Construction’s Dec 2009 and 2010 orderbook distribution (EURbn) 8.0 7.0 7.1 6.7 6.0 5.3 5.0 4.0 4.0 3.0 2.0 1.3 1.8 1.0 0.0 FY+1 FY+2 to FY+5 2009 FY+6 onwards 2010 Source: Company data A key issue with backlogs is that companies use different criteria to define them. Some companies will only include in their figures signed contracts where financing and subcontractors have been arranged. Other companies, however, consider preferred bidder status or even framework agreements part of their backlogs, which can add a good number of months of activity but imply a higher degree of uncertainty when risk of cancellation is taken into consideration. European contractors do not provide much detail about the quality of their orderbooks, which is a problem when it comes to assessing their quality. There is always a marked lack of visibility on the operating margins to be attained by the contracts in the backlog. In addition, when accounting changes take place (like in 2010 with the way joint ventures are accounted), or acquisitions are made, backlogs get more difficult to analyse. Page 10 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Order intake Order intake is a variable on which investors like to focus on in order to gain a better understanding of how the underlying demand is performing given the markedly late cyclical nature of earnings. Order intake is calculated as the backlog at the end of the period minus the backlog at the beginning of the period plus the work completed during the period. We would highlight, however, that the order intake for shorts periods of time (quarters for example) does not necessarily give a reliable idea of underlying demand. Companies tend to look at their order intake statistics for longer periods of time (6-12 months). Figure 13: Vinci’s ex-Energies order intake (EURm) 3,500 500% 3,000 400% 2,500 300% 2,000 200% 1,500 100% 1,000 0% 500 0 -100% Order intake YoY chg (%) Source: Deutsche Bank, Company data 50% 40% 30% 20% 10% 0% -10% -20% -30% -40% 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Figure 12: Ferrovial’s order intake (EURm) Order intake + acquired orderbook YoY chg (%) Source: Deutsche Bank, Company data How good a leading indicator is orderbook? Although there is obviously a degree of correlation between contracting revenue and orderbook performance (as evidenced by the following charts) the nature of the orders (length of the project, etc) or how companies treat them make it difficult to base top line projections exclusively on orderbook/order intake figures. Figure 14: FER’s orderbook vs annualised sales (EURm) Figure 15: Vinci’s orderbook vs annualised sales (EURm) 12,000 26,000 11,000 24,000 10,000 22,000 9,000 8,000 20,000 7,000 18,000 6,000 16,000 5,000 14,000 4,000 3,000 12,000 2,000 10,000 Orderbook Source: Deutsche Bank, Company data Sales (last 12 months) Orderbook Sales (last 12 months) Source: Deutsche Bank, Company data. Note: Orderbook and sales exclude Vinci Energies 2.7. The accounting of contracting The accounting treatment of revenue and costs associated with construction contracts are regulated by IAS 11. There are two accounting methods for construction contracts: Deutsche Bank AG/London Page 11 19 August 2011 Building & Construction European Contractors Percentage of completion method: If the outcome of the construction contract can be estimated reliably, the revenues and costs should be recognised in proportion to the stage of completion of the contract activity. By reliable it is meant that reliable estimates of total contract value, the completion stage and the costs to complete the contract can be measured. If the outcome of the construction company cannot be estimated reliably, no profit should be recognised. Instead, contract revenue should be recognised only to the extent that contract costs are expected to be recovered and contract costs should be expensed as incurred. An expected loss on a construction contract should be recognised as an expense as soon as such loss becomes probable. 2.8. A clear infrastructure bias Due to the material profitability differences, lower margin volatility and higher barriers to entry, European contractors infrastructure exposures are quite significant. In addition, the material development of PPP markets in Europe has given a further boost to these exposures in recent years. Figure 16: ACS’s contracting orderbook by segment Non Residential Building 9% Figure 17: FCC’s contracting orderbook by segment Residential building 5% Residential Building 3% Nonresidential building 19% Civil engineering 76% Civil Works 88% Source: Company data Source: Company data Figure 18: Ferrovial’s contracting orderbook by segment Figure 19: Eiffage’s contracting orderbook by segment Non-residential work 14% Metal 8% Industrial 6% Energy 21% Residential work 4% Construction 43% Civil work 76% Public Works 28% Source: Company data Page 12 Source: Company data Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors 2.9. A subdued long term outlook for infrastructure In the last few years developed market governments have moved from stimulus packages to fiscal consolidation (see the following chart on IMF’s fiscal balance projections for different geographies). The general environment of austerity for coming years implies that the infrastructure construction pipeline will suffer accordingly and that European contractors’ construction operations will remain particularly subdued in their domestic markets. Figure 20: General government cyclically adjusted fiscal balance (% of GDP) 2008 2009 2010 2011E 2012E World -2.4 -4.1 -4.4 -4.0 -3.2 Developed countries -3.3 -5.5 -5.6 -5.1 -4.2 United States -4.6 -6.8 -7.2 -7.2 -5.8 Euro Area -2.8 -4.6 -4.3 -3.2 -2.6 France -2.9 -5.2 -4.9 -4.2 -3.6 Germany -0.9 -1.1 -2.4 -1.9 -1.3 Italy -2.4 -3.2 -2.8 -2.5 -1.8 Spain -5.3 -9.7 -7.5 -4.7 -4.1 Japan -3.7 -7.0 -7.7 -8.1 -7.7 United Kingdom -5.9 -8.5 -8.0 -6.5 -5.1 Canada 0.0 -3.2 -4.0 -2.9 -2.2 Emerging markets -2.2 -4.5 -4.0 -3.3 -3.0 China -0.9 -3.4 -2.9 -1.8 -1.0 India -9.3 -10.7 -9.6 -8.9 -8.6 Russia 3.7 -3.4 -1.7 -0.6 -1.3 Brazil -2.1 -2.0 -3.1 -3.0 -2.9 Mexico -1.8 -4.5 -4.1 -3.0 -3.0 South Africa -2.1 -4.8 -5.0 -4.9 -4.4 Source: IMF Spain, a very interesting case in point Cuts to public infrastructure spend. In early 2010, the Spanish government announced budget cuts of EUR6.4bn for the Ministry of Civil Works for the following two years as part of the general austerity program. This cut target was slightly revised downwards to industry pressure and now stands at EUR5.7bn. If we add the Ministry’s direct infrastructure investment to that of other public entities, 2011’s total infrastructure investment should be close to EUR15bn vs the EUR21bn in 2010’s budget (-31%). Figure 22: Spain – Total civil works awards Total awards (€mn) Source: Seopan, Deutsche Bank Deutsche Bank AG/London % YoY chg Total awards (€mn) Apr-11 Sep-10 Jul-09 Feb-10 Dec-08 Oct-07 -60.0% May-08 -40.0% 0 Mar-07 -20.0% 5,000 Jan-06 10,000 Aug-06 Apr-11 Sep-10 Jul-09 Feb-10 Dec-08 Oct-07 May-08 Mar-07 Jan-06 Aug-06 Jun-05 Apr-04 Nov-04 Sep-03 Jul-02 Feb-03 Dec-01 0 0.0% 15,000 Jun-05 10,000 20.0% 20,000 Apr-04 20,000 40.0% 25,000 Nov-04 30,000 60.0% 30,000 Sep-03 40,000 80.0% 35,000 Jul-02 50,000 40,000 Feb-03 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% -40% 60,000 Dec-01 Figure 21: Spain - Total public construction awards % YoY chg Source: Seopan, Deutsche Bank Page 13 19 August 2011 Building & Construction European Contractors The Spanish Extraordinary Infrastructure Plan (PEI) to the rescue? As a way of offsetting the infrastructure budget cuts, the Spanish Government launched last year the PEI, which envisages EUR17bn of PPP-based investments in transport infrastructure in 2011-2012. Around 70% of the investments will be railways and the rest road transport. The financing of the plan should be provided by EIB (50%), ICO (20%), financial institutions and developers (the remaining 30%). Little PEI progress. After making very slow progress due to the close scrutiny from the Treasury, the EUR17bn PPP-based PEI seemed to gather some momentum before the summer (probably boosted by the imminent regional elections). In May the public railway infrastructure entity, ADIF, tendered two PPP contracts within the Madrid-Galicia rail project, amounting to EUR2.3bn. In April, the Ministry of Public Works had tendered another two contracts relating to the Madrid-Badajoz rail project for EUR3.8bn. These contracts joined the three HSR PPP projects already launched by the government in 2010 for EUR615m. The troubled toll road sector. The viability of a number of recently developed toll road concessions in Spain (see table below) has been compromised by the following issues: 1) operators’ insufficient cash flows as assets have seen traffic levels well below initial traffic estimates; 2) heavy debt servicing costs; 3) higher expenses from land owner compensation at the time of construction; according to the government these expenses could amount to as much as EUR2bn vs the well below EUR500m initially paid. Figure 23: Inventory of troubled toll road operators in Spain R-2 Concessionaire Shareholders Henarsa Globalvia - 10% Abertis - 30% ACS - 35% Acciona - 25% R-3 and R-4 Accesos de Madrid Globalvia - 20% Abertis - 35.1% ACS - 19.7% Sacyr - 25.16% R-4 Madrid-Sur Ferrovial - 55% Sacyr - 35% Caja Castilla La Mancha - 10% M-12 Eje aeropuerto OHL - 100% AP-41 Madrid Toledo Isolux, Comsa, Sando, Acvi, BES AP-7 (Cartagena-Vera) Aucosta GlobalVia - 75% AP-36 (Ocana-La Roda) Madrid-Levante Ferrovial - 52.25% Sacyr - 40% Budimex - 5% Kutxa - 2.75% AP-7 (Alicante) Ciralsa ACS - 50% Abertis - 25% Globalvia - 25% Source: Deutsche Bank, Reuters, Company data Page 14 What are contractors proposing? In January 2011, a three year compensation program became effective. This program guarantees minimum revenues to these assets, which in 2011 should represent a EUR80m cash outflow for the government. However, the sector is asking for a 20 year compensation account by which operators would get compensation for traffic failing to meet a percentage of the initial traffic forecasts in the concession contract. This would take demand risk out of the equation and allow the companies to refinance assets. Assets like the R-3 and R-5 in Madrid only managed to Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors recently extend their current loans until October 2012. The sector’s proposal also includes measures the government could use to fund the EUR120m estimated annual compensation: 1) implementing an actual toll in existing shadow toll roads; 2) charging trucks for infrastructure usage (as contemplated in the Eurovignette Directive). Why is a long term solution important? Given the current budgetary constraints, a recovery in Spanish infrastructure investment requires PPP-based initiatives like the PEI to be fully supported by the contracting and banking sectors. However, the uncertainties surrounding the government’s level of long term support to the mentioned troubled toll road assets are a key obstacle to the development of PPP schemes. 2.10. Could PPPs revive the infrastructure construction market?... Given the subdued short/medium term outlook for this particularly late cyclical segment, many have referred to PPP/PFI projects as a way to mitigate the infrastructure gap in developed economies. However, this market is also constrained by financing issues. The European PPP market has historically been financed mainly by banks. Nonetheless, the EPEC (European PPP Expertise Center) estimates that the banking market capacity for PPPs could have shrunk by over 50% in 2009 compared to previous years (although tenors are starting to lengthen again and margins to reduce). The obvious alternative, bond financing, has been most prevalent in the UK, but is not well developed in the rest of Europe. Consequently, the industry is searching for additional ways of financing: unwrapped bonds, reviving monolines, state financing/guarantees, infrastructure debt funds, etc. It also needs to be noted that there will be substantial refinancing needs in the 2012-15 period (five to seven year bullet maturities of deals carried out at the peak of the cycle), which should put additional pressure on the sector. 2.11. …and emerging markets? The attractiveness of emerging markets is explained by their outperformance in terms of GDP growth over the past 20 years, which according to IMF, should be expected to continue in coming years. As the emerging market economies develop, construction demand and, in particular, infrastructure needs increase materially. Figure 24: Emerging vs developed market GDP growth Figure 25: Cement consumption per capita 1,600 Saudi Arabia 10% 8% 1,400 6% 1,200 2010 cement consumption per capita China 4% 2% 0% -2% 1,000 South Korea 800 Iran Egypt Vietnam Algeria 600 Turkey Italy Australia Spain Malaysia Iraq Morocco Syria 400 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 -4% Developed economies Emergin market economies Poland Russia Japan Germany France ThailandRomania Mexico Brazil Argentina South Africa Colombia Ukraine Indonesia The Philippines India Pakistan Nigeria 200 Canada USA UK 0 0 10,000 20,000 30,000 40,000 50,000 2010 GDP per capita in USD (current prices) Source: IMF, Deutsche Bank Deutsche Bank AG/London Source: Deutsche Bank Page 15 19 August 2011 Building & Construction European Contractors Figure 26: Developed vs emerging economies infrastructure ranking Roads Railroad Port Transport Electricity supply Developed economies Germany 6 6 6 7 6 United States 14 14 14 14 14 Spain 28 21 33 24 18 United Kingdom 53 24 45 37 22 Italy 79 50 83 85 45 Czech Republic 59 36 53 48 26 Mexico 71 71 71 71 71 Russia 86 86 86 86 86 India 89 89 89 89 89 Argentina 94 94 94 94 94 127 56 121 97 48 Emerging economies Poland Source: Deutsche Bank, Global Competiveness Report 2009-2010 (World Economic Forum) The key issue with contracting in emerging markets is risk management, which explains how reluctant European contractors have historically been to materially increase their exposure to these geographies. However, there are two markets, India and China, where the business opportunity should be material in coming years. Significant Indian opportunity but European players to follow a cautious approach Business Monitor International expects India’s overall construction industry to grow at 8.6% per annum on average between 2010/11 and 2015/16, with infrastructure being the main driver of this growth and significantly outperforming the residential and non-residential sectors. It also points out that infrastructure projects under construction or in the pipeline currently are worth more than US$363bn and this excludes projects without cost estimates. In the 2011/12 Budget, funding for infrastructure was increased by 23.3% over 2010/11. The government set out aggressive plans to spend above USD1tr on infrastructure in the next 5-6 years. Railways. Vision 2020 was introduced in 2010 and intends to add 25,000km of lines by 2020 and increase passenger train speed from 110-130kmph to 160-200kmph. The rail budget 2011-12 envisages yearly investment in railways of over USD13bn going into completing new lines, gauge conversion and the acquisition of rolling stock. Roads. An ambitious target of building 20km of new roads every day (currently 5km) was set by the government. The Golden Quadrilateral project is worth USD12bn and is a part of the National Highways Development Project (started in 1998); most projects should be completed by the end of 2015. Ports. Around 90% of India’s foreign trade is carried out by sea and therefore ports are of strategic importance to the country; it is predicted that major ports (with an utilisation rate of around 90% already) will see an increase in traffic from 560m tonnes currently to 1.2bn tonnes by 2020. To meet this demand, the government is planning to upgrade port capacity to 3.23bn tonnes by 2020 (963m currently). 23 contracts for port expansion worth USD3.8bn are to be awarded in 2012. Energy. 16 Ultra Mega Power Projects (UMPPs) have been identified and 4 awarded (each has a capacity of about 4,000MW). India signed a nuclear power cooperation contract with South Korea to build about 40 more power generating nuclear reactors by 2032 (currently has 20 in operation and 6 under construction). Regarding the funding of these infrastructure plans, investors globally have shown interest in funding Indian infrastructure projects (funds set up by Nomura, Kotak, Morgan Stanley as well as USD7.4bn lending from Asian Development Bank to be spread out through 2011-13). The government has also introduced measures to increase incentive for foreign/private Page 16 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors investment in this area (tax exemption on income of foreign infrastructure fund; tax free bonds; attractive TDS rate). The key issue at present is the potential for significant delays in project implementation: 53% of the total projects in 2010 was behind schedule. We have seen little activity in India so far from European contractors. Despite the material pipeline we have just described and the willingness to provide financing from international investors, risks are material leading us to expect a generally cautious approach from the companies in our universe of coverage. European contractors unlikely to enter China There has been concern over the sustainability of the rapid growth in China’s construction sector. However, although the country is aiming to transform the economy from exportdriven to domestic consumption driven, infrastructure remains a focus of the Government’s 12th 5-year plan (2011-2015), along with providing housing to meet growing demand from the country’s urbanization progress. Therefore, although growth is likely to moderate there is still significant scope for demand in this sector. Railway. The total length of high speed railway should reach 45,000km by 2015 with total investment in rail will at RMB746bn in 2011 and RMB3tr during 2011-2015 as the network is extended in the western regions. Road. A highway network suitable for the entire Chinese population by 2020 with total length to reach 83,000km by 2015 (currently 74,000km). It is estimated that 74.1% of China’s freight traffic and 94.5% of passenger volumes are transported by roads. Aviation. Over RMB1.5tr investment in the aviation industry was outlined by the Government including a rise in the number of airports from 175 to 220 over the next 5 years, including a new airport in Beijing. Power. The country aims to increase non-fossil energy share to 15% in the energy mix by 2020 and 1/3 by 2050. In hydropower, RMB400bn should be invested in building 4 hydroelectric dams of which 2 will be in operation within the next two years. Residential: An affordable housing plan is intended to tackle people’s inability to buy homes in cities with soaring property prices. The Government plans to build 10m units of affordable housing this year and 36m units by 2015; these 10m units should require RMB1.3tr-1.4tr investment, over RMB500bn of which will be funded by central and local governments. Key issues: Local competition. There are over 100,000 contractors in operating in China and around a quarter of the top 200 contractors worldwide are Chinese. The strong local players and numerous barriers to entry (cultural, legal and financial) should make it relatively difficult for international contractors to operate in China. High government debt. According to China’s state auditor, by the end of 2010 local governments had borrowed over RMB10tr. This raises the concern of local governments’ ability to fund future projects as well as whether they will need a bailout in the future. 2.12. Key construction sector indicators Euroconstruct (Europe) Euroconstruct is a group of local country research institutes and consulting organizations today consisting of 19 member countries (including four Eastern European countries, Poland, Slovakia, Czech Republic and Hungary). This is the most widely used benchmark for European construction forecasts, both with investors and the industry, due to both its depth Deutsche Bank AG/London Page 17 19 August 2011 Building & Construction European Contractors and breadth. As forecasts are done on a national level by the local construction associations it has a greater chance of capturing the local market flavors and peculiarities. Forecasts are published twice a year, during summer (usually July) and winter (usually December) at the Euroconstruct conference. Forecasts include both macro and demographic forecasts and construction growth forecasts on a detailed level by type of work and building and also private and public work split. It also includes cement growth forecasts. There is no doubt that Euroconstruct is a useful tool for predicting the long-term industry trends and obtaining market specific data on country level. However, as it is only published twice a year, it tends to lag the actual market developments, especially in a rapidly changing environment as the one experienced during 2008-2010. Despite this it is a good indicator of the general market direction and as it is widely used by both investors and companies it is the key tool for forecasting European construction markets. Eurostat (Europe) Eurostat is the only organization that provides monthly aggregated production (building and civil engineering), building permits (non-residential and residential) and new orders (building and civil engineering) data for the European Union member countries. The data is sourced from the domestic statistical organizations and is the most comprehensive data set available from a single source in Europe. Data is released with a 2-4 months lag depending on the country compared to the more timely US Census Bureau construction output data, released one month after the end of the observation month. Also, national organizations can change their reporting standards which can potentially lead to inconsistencies between different markets reducing the reliability of the aggregated numbers. Construction confidence (Europe) Construction confidence data is available for most European countries on a monthly basis. This series gives an indication of the current market environment for construction firms but the correlation varies greatly by country. For France, for example, the correlation between construction output and confidence is north of 60% whereas the same figure for Germany is around 10%. Figure 27: France - Construction output vs confidence 60 120 115 40 Figure 28: Germany - Construction output vs confidence 10 180 0 160 110 -10 140 100 -20 120 95 -30 100 -40 80 80 -50 60 75 -60 40 105 0 -20 90 -40 85 -60 Mar-90 Jan-91 Nov-91 Sep-92 Jul-93 May-94 Mar-95 Jan-96 Nov-96 Sep-97 Jul-98 May-99 Mar-00 Jan-01 Nov-01 Sep-02 Jul-03 May-04 Mar-05 Jan-06 Nov-06 Sep-07 Jul-08 May-09 Mar-10 Jan-11 -80 Construction confidence index (LHS) Source: Datastream Construction output index (RHS) Jan-91 Oct-91 Jul-92 Apr-93 Jan-94 Oct-94 Jul-95 Apr-96 Jan-97 Oct-97 Jul-98 Apr-99 Jan-00 Oct-00 Jul-01 Apr-02 Jan-03 Oct-03 Jul-04 Apr-05 Jan-06 Oct-06 Jul-07 Apr-08 Jan-09 Oct-09 Jul-10 Apr-11 20 Construction confidence index (LHS) Construction output index (RHS) Source: Datastream Architecture Billings Index (US) The Architecture Billing Index (ABI) is the most important leading indicator for the nonresidential construction market in the US. It is a diffusion index compiled from the monthly Page 18 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Works-on-the-boards survey conducted by AIA Economics & Market Research Group. The survey is conducted by asking architecture firms whether their billing have increased, decreased or stayed unchanged in the month that just ended. As the charts below clearly show, it leads the US non-residential construction activity by approximately 9-12 months. A billings reading above 50 indicates growth and below 50 contraction. The relationship between billings and non-residential construction activity is clear as it represents the lag between the award of the design contracts and the construction contact. ABI also includes an inquiries index, but it is more volatile and therefore has less predicting power. Figure 29: ABI vs. non-residential construction output Figure 30: ABI by subsector 40% 65 30% 60 70 65 60 45 40 40 35 -30% 35 30 -40% 30 US Private non residential YoY grow th lagged 12m Source: AIA, Deutsche Bank Residential ABI Billings Commercial/ Industrial Dec-10 Jun-09 Mar-10 Sep-08 Dec-07 Jun-06 Mar-07 Sep-05 Dec-04 Jun-03 Mar-04 Sep-02 Dec-01 25 Dec-95 Feb-96 Sep-96 Apr-97 Nov-97 Jun-98 Jan-99 Aug-99 Mar-00 Oct-00 May-01 Dec-01 Jul-02 Feb-03 Sep-03 Apr-04 Nov-04 Jun-05 Jan-06 Aug-06 Mar-07 Oct-07 May-08 Dec-08 Jul-09 Feb-10 Sep-10 Apr-11 -20% Jun-00 -10% 50 Mar-01 45 Sep-99 0% 55 Dec-98 50 Jun-97 10% Mar-98 55 Sep-96 20% Institutional Source: AIA Portland Cement Association (US) The PCA is the main association of cement companies in North America (USA and Canada). Its Economic Research department provides detailed national construction and cement consumption forecasts three times a year (spring, summer and winter) as well as forecasts and rankings by state. It needs to be noted that the PCA forecasts have the same limitations as those of Euroconstruct as it also tends to lag the market in volatile periods. US Census Bureau (US) The US Census bureau is a federal organization collecting data on the US’ population and economy. On the construction front it provides very useful monthly series on housing starts, and new home sales. The National Association of Realtors also provides monthly information on existing home sales and pending home sales. Deutsche Bank AG/London Page 19 19 August 2011 Building & Construction European Contractors 3. Concessions, the obvious way to diversify 3.1. Why did contractors move on to infrastructure concessions? As we have already highlighted in the first section of the report, the strong cash flow generation of the contracting business and the net cash positions that originally characterised contractors' balance sheets implied that companies looked for new businesses to invest in. It needs to be highlighted that a good number of these companies had strong shareholders who were not interested in the companies returning capital. Besides contractors' balance sheet health, three additional catalysts triggered the search for concession assets: 1) the governments' constrained finances leading to a wider use of infrastructure concessions; 2) the increasing availability of very cheap financing during the previous decade; 3) search for a less cyclical profile. 3.2. What is a concession? A concession is a contract between a public entity and a private operator for the provision of a public service or the operation of a public asset. The contract does not only contain the economic terms of the service but also regulates all aspects of the relationship between the public entity (grantor) and private operator (concessionaire). Concession contracts have varying lengths depending, amongst other things, on the nature of the service and the life cycle of the associated assets. Toll road concessions exhibit the longest lives with up to 100 years in extreme cases (averaging 25-30 years); public services such as hospitals, water distribution or urban waste collection have shorter lives ranging from 1 to 20 years. The Public-Private-Initiatives (PPP) concession contracts in which European contractors are active in can be divided into Demand risk concessions. These are concessions where the operator gets paid by the concession user. Toll roads are the key example as drivers pay a toll for the distance travelled. Availability concessions. These are concessions where the grantor pays the operator a fixed amount for providing a public service at the required level of quality. Hospitals, schools or prisons are good examples of availability concessions. Regulatory considerations PPP concessions are regulated by the contract itself and terms cannot be changed unilaterally by either the grantor or the operator. Any disagreement about the terms of the concessions is, therefore, solved in court. It needs to be highlighted that there are some infrastructure assets where, despite the similarities with concessions, there is no concession contract as the operator owns the asset (BAA’s Heathrow). In these cases, there is proper regulation unilaterally set by a regulator in consultation with the involved parties. 3.3. The inflation hedge PPP concessions are generally characterized by some degree of inflation indexation of revenues. Although it is difficult to generalize, transport infrastructure assets, for example, usually see their tariffs updated every year by a multiple of inflation (from 70% to 100% Page 20 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors being the most common in developed markets). In some cases, a fixed component can be added to the formula to enhance returns in exchange for additional investments (French toll roads). There is an extreme example, the 407-ETR in Toronto, where tolls can be raised way beyond inflation as long as traffic does not decline below certain thresholds as a result. Real tariff growth is a way of making assets more attractive for potential operators. 3.4. The traffic element in demand risk concessions GDP, the key traffic driver In exemplifying long-term traffic trends and correlations, we use US data given the long history available. The correlation between growth in US annual miles travelled and GDP growth is 0.75 measured annually since 1970. Despite the fact that correlation stays above 0.70 throughout the period, the GDP growth multiplier falls from slightly above 0.6x in 19702008 to slightly below 0.5x GDP in 1990-2008 (see the following charts). The higher GDP growth multiplier in the early years can be explained by a proportionately higher growth in average American’s well-being, increasing number of vehicles per household, higher number and length of trips (families moving to larger homes in the suburbs). Figure 31: US GDP growth vs annual miles travelled 8% Figure 32: Traffic, income and population growth (US) 250% 6% 200% 4% 150% 2% 0% 100% -2% 50% -4% -6% 0% 197019721974197619781980198219841986198819901992199419961998200020022004 US GDP growth YoY US annual vehicle miles travelled Source: Datastream, Deutsche Bank Population Real Personal Income Passenger VMT Source: RITA Other traffic drivers Deutsche Bank AG/London Consumer confidence. Not surprisingly passenger traffic is positively correlated to consumer confidence as it increases spending. Disposable income growth. A higher level of income translates into more holiday trips, more trips to shopping areas and increased new car sales. New car registrations. A higher number of vehicles on the roads also feeds traffic. Fuel prices have a negative correlation with traffic as trips become more expensive. Seasonal factors and weather. Different distribution of national holidays from the previous year can have a material impact on quarterly traffic growth statistics (not on full year figures). Bad weather, especially harsh and long winters, can have a particularly negative impact on traffic. New sections to existing roads and ramp-up periods. Road extensions or new junctions, for example, boost traffic immediately on mature roads. Traffic growth tends to be quite material during the ramp-up period of new roads. Page 21 19 August 2011 Building & Construction European Contractors Figure 33: Correlation analysis with key drivers of traffic (1980-2010) Fuel prices New car registrations GDP Consumer confidence Disposable income growth Population growth Real disposable income Overall annual vehicle miles driven -0.26 0.53 0.69 0.54 0.21 0.13 0.52 Overall monthly vehicle miles driven -0.36 0.46 0.62 0.44 0.27 0.06 0.53 Overall annual vehicle miles driven, excl 2008-2010 -0.49 0.49 0.64 0.43 -0.07 0.06 0.43 Overall monthly vehicle miles driven, excl. 2008-2010 -0.53 0.45 0.61 0.35 0.11 0.00 0.47 Source: Deutsche Bank Industrial production the key driver for heavy goods traffic Heavy goods traffic (HGV) is more cyclical than light vehicle traffic (LVT), as the goods transported on trucks are more exposed to industrial cycles and hence destocking and restocking cycles. The figure below clearly shows the high correlation between HGV traffic growth and the change in industrial production for APRR in France (partly owned by Eiffage). Figure 34: Heavy traffic vs industrial production in APRR 15% Figure 35: US - Heavy vs light vehicle traffic growth 10.0% 8.0% 10% 6.0% 5% 4.0% 0% 2.0% 0.0% -5% -2.0% -10% -4.0% -15% -6.0% -8.0% HGV Source: Deutsche Bank, Company data -10.0% 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 -20% Trucks mileage Industrial production Passanger cars mileage Source: Datasteram 3.5. Very particular financial structures Although we will later describe in more detail the financing terms of PPP concessions, it is important to briefly comment on the very particular financial structure of these assets. The relatively high predictability of cash flows in PPPs results in high gearing structures where financial debt can range from 50% to 100% of the initial investment. The European PPP market has historically been financed mainly by banks as the obvious alternative, bond financing, has been most prevalent in the UK, but is not well developed in the rest of Europe. Even if the sector counted on a more developed bond market, it would be unlikely to see bond investors actively participating in greenfield projects with any degree of demand risk. The industry is searching for additional ways of financing: unwrapped bonds, reviving monolines, state financing/guarantees, infrastructure debt funds, etc. 3.6. The accounting of concessions The International Financial Regulation Standards (IFRS) contemplate two types of Service Concession Arrangements according to whether the concessionaire operators a financial or an intangible asset. Page 22 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors In the case of financial assets, the operator constructs or upgrades a public sector asset, maintains and operates it for a certain period of time, and, in return, receives from the government a specified amount of cash or another financial asset. In addition, the government guarantees to pay any shortfall between amounts received from users and the specified amounts. Examples of this are hospital or school concessions. When the operator receives an intangible asset, it is entitled to charge for the use of the public service. However, this is not an unconditional right to receive cash, because the amounts are subject to demand for the service. The key example of this are toll roads. Consequently, IFRS considers two accounting methods for the valuation of the concessions. The Financial Asset Model. The grantor pays the operator for the services provided. The operator recognises a financial asset, attracting interest, in its balance sheet, in consideration for the services it provides (designing, building, operation or maintenance). Such financial assets are recognised in the balance sheet under Loans and receivables, for the amount of the fair value of the infrastructure on first recognition and subsequently at amortised cost. The receivable is settled by means of the grantor’s payments received. A financial income calculated on the basis of the effective interest rate, equivalent to the project’s internal rate of return, is recognised under operating income. The financial asset is accounted for according to the IAS 39 Financial Instruments: Recognition and Measurement. The revenue and costs are recognised according to IAS 18 Revenue and IAS 11. The Intangible Asset Model. The users pay the operator for the services provided. The right to receive toll payments (or other remuneration) is recognised in the concession operator’s balance sheet under concession intangible assets. This right corresponds to the fair value of the asset under concession plus the borrowing costs capitalised during the construction phase. It is amortised over the term of the arrangement in a manner that reflects the pattern in which the asset’s economic benefits are consumed by the entity, starting from the entry into service of the asset. The intangible asset is accounted for according to the IAS 38 Intangible Assets. 3.7. Greenfield vs brownfield The fact that the operation of mature toll roads is, in essence, a low risk business does not imply that the full infrastructure asset cycle is exempt from risks. To the contrary, we can easily identify four key risks during the life of a greenfield project: Deutsche Bank AG/London Financing risk. Once a concession has been awarded to an operator, the financing of the project has to be closed in similar terms to those assumed by the operator in the bidding process. Development risk. The construction of toll roads has to be carried out on schedule and on budget in order to avoid altering the economic balance of the concession in subsequent years. Higher than expected construction costs or delays can have a material impact on the IRR of the project. Traffic risk. As it has been demonstrated by the troubled Spanish toll roads, traffic is a particularly difficult variable to estimate in greenfield concessions. Although it is unusual, there are instances in which actual traffic can be a double digit figure below initial expectations. Refinancing risk. Given the previous risks, greenfield toll road projects are initially financed with bank debt that, as they mature, should be substituted by more suitable bond financing. These refinancing milestones introduce an element of material uncertainty as changes in financial market conditions can lead to very different terms or simply the impossibility of raising sufficient debt. Page 23 19 August 2011 Building & Construction European Contractors 3.8. Infrastructure market players Contractors, the developer role European contractors are the only sector players that are present in the full infrastructure cycle. They participate in the financing of the project, its construction, its operation and the eventual disposal. We believe that this developer role gives contractors a clear advantage over other sector players as they can obtain higher returns from the project by assuming more risk than plain vanilla operators. As we stated in earlier sections, controlled risk taking is an integral part of contractors’ business model. Plain-vanilla infrastructure operators Although a significant part of the traded plain vanilla transport infrastructure sector has been acquired by European contractors (BAA and Cintra by Ferrovial, APRR by Vinci and APRR by Eiffage), there are still several traded players active in the sector (Abertis, Atlantia and the different airport operators). It is important to note, however, that these companies are rarely involved in the development of greenfield assets other than as financial partners with minority stakes. Therefore they should be considered as brownfield players. The role of infrastructure funds… Infrastructure funds first appeared in the mid1990s in Australia, followed by the UK and then Europe in the 2000s. These funds were structured as Limited Partnerships and worked like Private Equities. The Fund manager, called General Partner, collected the money from investors (Limited Partners) and invested in assets on their behalf. The infrastructure fund market developed significantly before the recession. According to Preqin, the average size of infrastructure funds increased from USD159m in 2003 to USD3.3bn in 2008. Fund raising saw its peak in 2007 and then experienced a sharp decline in 2009, which triggered a wave of divestments in order to reduce leverage. However, the appeal of this asset class has again started to attract new investors. Fund raising improved in 2010 and the positive trend is expected to continue given the high number of funds on the road. ...and pension funds In addition to infrastructure funds, pension funds are also becoming quite active in the infrastructure space. How infrastructure construction will be financed in the next few years remains a key issue in the current environment of austerity. The OECD published a report in June (Strategic Transport Infrastructure Needs to 2030) in which the role of pension funds in infrastructure financing was discussed in detail. The OECD highlighted that the life span of infrastructure concessions matches the long-term returns sought by pension funds, and that the relatively stable returns of these projects can act as hedge against the volatility of more traditional asset classes. Given the expectations of even more constrained traditional sources of financing for infrastructure projects, the OECD believes that pension funds could help to fill the gap between what governments/traditional funding sources can provide and the estimated EUR35tr in infrastructure requirements before 2030. An undersupplied secondary infrastructure market The material number of players in the secondary infrastructure market implies that there is currently sound demand for these relatively scarce assets, which should keep IRRs at relatively low values. We believe we should expect brownfield availability concessions to be exchanged at mid to high single digit IRRs and brownfield demand-risk concessions at high single digit to low double digit IRRs. This implies that for a demand risk concession operator Page 24 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors to obtain an IRR well into double digit territory, it needs to assume development risk (greenfielding). 3.9. Overview of the key developed PPP markets The following information was obtained by taking a sample of PPP projects for each country and using this sample as an estimate of the infrastructure credit conditions in each geographical area. We also used the project data to estimate the value and number of transactions that reached financial close from 2004 to 2010. Figure 36: Historical value and # of PPPs in Europe Figure 37: Avg. project finan. spread above benchmark 35000 160 30000 140 410 360 120 25000 310 100 20000 EURm 80 260 bps 60 210 40 160 15000 10000 5000 20 110 0 0 60 2004 Value of projects (Left axis) 2005 2006 2007 2008 2009 2010 Number of projects (Right axis) France Portugal UK Spain Italy Source: Deutsche Bank, EIB Source: Deutsche Bank, InfraNews Figure 38: Share of European deals (Sep 2010 YTD) Figure 39: Europe’s PPP deals by country (Dec ‘10 YTD) Telecom 5% EUR m Public Order and Safety 6% Environment 1% Education 34% General Public Services 16% 5000 4500 4000 3500 3000 2500 2000 1500 1000 500 0 50 45 40 35 30 25 20 15 10 5 0 value number of deals Healthcare 17% Transport 21% Source: Deutsche Bank, EPEC Deutsche Bank AG/London Source: Deutsche Bank, EPEC Page 25 19 August 2011 Building & Construction European Contractors Figure 40: Value (EURbn) of PPP pipeline by phase Figure 41: Same as left but excl. pre-launch / on hold 160 70 140 60 120 50 100 80 40 60 30 40 20 20 10 0 UK Spain Portugal Italy Germany France US Pre- Launch Transaction launch Pre- qualified proponents Shortlisted proponents Bids Preferred proponents 0 UK Spain Transaction launch Bids On hold Source: Deutsche Bank, InfraNews Portugal Italy Germany France US Pre- qualified proponents Shortlisted proponents Preferred proponents Source: Deutsche Bank, InfraNews US, an underdeveloped PPP market with limited visibility on pipeline The US PPP market is much less developed relative to Europe. There are still numerous cultural, legal, tax and financing hurdles preventing it from taking off. Our analysis shows that the number and value of PPP projects has gone up vs previous years but still remains very low compared to the potential size of the market. Unfortunately, there is no available information on financing terms. Figure 42: US- Value and # of greenfield PPP projects Figure 43: US- Value and # of brownfield PPP projects 6 7000 12 6000 5 6000 10 5000 8 4000 6 3000 4 2000 1000 2 1000 0 0 5000 4 4000 3 3000 2 2000 1 0 2004 2005 2006 2007 Value of projects (RHS) Source: Deutsche Bank, InfraNews 2008 2009 2010 # Projects (LHS) 0 2004 2005 2006 2007 Value of projects (RHS) 2008 2009 2010 # Projects (LHS) Source: Deutsche Bank, InfraNews If we take the full public infrastructure project pipeline in the US, we get to a total project value of USD150bn, however, if we deduct the projects in pre-launch phase as well as those on hold, we get a pipeline of USD39bn between the transaction launch and preferred bidder phases. Although the figure is material, there is limited visibility on timing especially in the current market circumstances. UK: A well developed PPP market with significant pipeline but some question marks Despite the PPP market deceleration caused by the economic downturn, the volume of UK infrastructure projects has been material compared to the rest of geographies in our analysis. In addition, if we look at the pipeline figures, it is the largest if we again exclude pre-launch transaction and on-hold projects. However, we need to take into account that post-CSR, the government’s concerns about PPPs were evident. This could have an impact on the materialization of the said pipeline. Page 26 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors UK’s financial terms for PPP projects are very interesting. We clearly see that spreads over benchmark in project finance financing have gone up vs recent history, but the equity contributions from developers (as a percentage of total investment) have remained virtually unchanged. Figure 44: UK- Value and # of greenfield PPP projects 80 70 Figure 45: UK- Value and # of brownfield PPP projects 12000 12 10000 10 8000 8 6000 6 25000 20000 60 50 15000 40 GBPm 10000 30 4000 4 2000 2 0 0 20 10 0 2004 2005 2006 2007 2008 Value of projects (RHS) 2009 5000 0 2005 2010 2006 2007 2008 Value (LHS) # Projects (LHS) Source: Deutsche Bank, InfraNews 2009 2010 Number (RHS) Source: Deutsche Bank, InfraNews Figure 46: Estimated average spread over Libor and capital structure 2004-2010 100% 300 90% 250 80% 70% 200 60% bps 50% 150 40% 100 30% 20% 50 10% 0 0% 2004 2005 2006 % Equity (RHS) 2007 % Debt (RHS) 2008 2009 2010 Spread (bps) Source: Deutsche Bank, InfraNews French PPP market: Gathering some momentum but still relatively small Although France has not historically had a big PPP market (despite its large toll road operators), the last years have seen an increasing number of projects (with the exception of 2009). The equity committed in these projects has been rising in the last years but does not seem to be at worryingly high levels. Proof of the French government’s commitment to PPPs is provided by its three high speed rail links (at various stages of advanced development). Deutsche Bank AG/London Page 27 19 August 2011 Building & Construction European Contractors Figure 47: Number and value of greenfield PPP projects 14 2500 Figure 48: Estimated average capital structure 2004-10 100% 90% 12 80% 2000 10 70% 60% 1500 8 EURm 6 1000 50% 40% 30% 4 500 2 20% 10% 0 0 2004 2005 2006 Value of projects (RHS) 2007 2008 # Projects (LHS) 2009 0% 2004 2010 2005 2006 % Equity Source: Deutsche Bank, InfraNews 2007 2008 2009 2010 % Debt Source: Deutsche Bank, InfraNews Portugal: Deteriorated financial terms and increased sovereign risk are key concerns Although the market seems to register a higher level of activity than in the past, the increasing spreads combined with the significant sovereign risk issues raises concerns about the attractiveness of potential projects. In terms of pipeline, Portugal is the smallest of our sample and future projects could be quite negatively affected by the adverse financial terms. Figure 49: Number and value of greenfield PPP projects Figure 50: Estimated avg spread over Euribor 2004-10 8 4000 400 7 3500 350 6 3000 5 2500 4 2000 EURm 3 1500 2 1000 1 500 0 0 300 250 bps 200 150 2004 2005 2006 2007 Value of projects (RHS) Source: Deutsche Bank, InfraNews 2008 2009 2010 # Projects 100 50 0 2008 2009 2010 Source: Deutsche Bank, InfraNews German PPP market does not take off The limited amount of information available as well as the very few projects convey a clear message on German PPPs. Although the government had clear longer term targets in terms of the weight of private procurement in public investment (to be increased to double digit percentage contribution from low single digit), the cultural and tax hurdles have prevented a noticeable development of the sector. As in the case of the US, there is no visibility on financial terms. Page 28 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 51: Number and value of greenfield PPP projects Figure 52: No. and value of brownfield PPP projects 9 8000 3.5 4000 8 7000 3 3500 7 6000 6 5000 5 3000 2.5 2500 2 2000 EURm 4000EU Rm 4 1.5 1500 3000 3 2000 2 1000 1 0 2005 2006 2007 2008 Value of projects (RHS) 2009 1000 0.5 500 0 0 2004 1 0 2004 2010 2005 2006 2007 2008 Value of projects (RHS) # of projects (LHS) Source: Deutsche Bank, InfraNews 2009 2010 # of projects (LHS) Source: Deutsche Bank, InfraNews Spain: uncertainties around the Extraordinary Infrastructure Plan Spain’s PPP market should be negatively impacted going forward by sovereign risk concerns and their effect on financing spreads. Although we have already discussed it in this report, it is important to note that the success of the government’s Extraordinary Infrastructure Plan (PEI), which envisages EUR17bn of PPP-based investments in transport infrastructure in 2011-2012, will depend on the level of support from potential investors and financial institutions; at the moment there is limited visibility on this front. Figure 53: Number and value of greenfield PPPs 25 Figure 54: : Estimated avg spread over Euribor 350 8000 7000 20 300 6000 250 5000 15 200 4000 EU Rm bps 10 3000 150 2000 5 100 1000 0 0 2004 2005 2006 2007 Value of projects (RHS) Source: Deutsche Bank, InfraNews Deutsche Bank AG/London 2008 2009 2010 # of projects (LHS) 50 0 2004 2005 2006 2007 2008 2009 2010 Source: Deutsche Bank, InfraNews Page 29 19 August 2011 Building & Construction European Contractors Italy: Similar trends to the preceding countries Figure 55: Number and value of greenfield PPP projects 14 Figure 56: Estimated average spread over Euribor 2500 300 2000 250 12 10 1500 8 EURm 6 200 150 1000 4 100 500 2 50 0 0 2004 2005 2006 2007 Value of projects (RHS) Source: Deutsche Bank, InfraNews 2008 2009 2010 # of projects (LHS) 0 2004 2005 2006 2007 2008 2009 2010 Source: Deutsche Bank, InfraNews In conclusion The previous figures evidence that the PPP business model has been damaged by the downturn as financing costs have increased and the potential leverage of projects declined. In addition, we have seen increasing concerns about the long term viability of PPPs as a more meaningful public procurement method than what it is today. We believe that, although the PPP system might have its flaws, it is the way forward as it is probably the only efficient way governments have not to overburden their budgets with necessary infrastructure investment. 3.10. The role of emerging markets in concessions Although emerging markets are conceptually an obvious area of future concession development for contractors, companies have not been particularly active in these geographies. The reason for this is that developed markets have historically offered good opportunities on the concession front. However, the current environment implies that companies will have to more closely look at emerging markets. OHL, an interesting case study In contrast with the other European infrastructure companies, OHL’s growth strategy has been strongly driven by emerging market concessions in Latin America. In 2010 Latin American concessions accounted for roughly 70% of OHL’s EBITDA with Brazil and Mexico being the key drivers. The decision to seek growth from Latin America was a long-term strategic decision taken in the early 2000 for two key reasons, the significant long-term potential of these emerging countries as well as their attractive risk-reward profile. OHL implemented a gradual expansion strategy in order to minimize risks, as understanding the local market and the regulatory framework are absolute musts. In Brazil OHL started off by acquiring a 9% stake in one concession and gradually building up a larger stake as well as adding new concessions. In Mexico, OHL already had presence as a contractor and then gradually started expanding into concessions. The flotation of its two key Latin American subsidiaries, OHL Brasil and OHL Mexico, has been the final stage in the company’s value creation strategy in emerging markets. It has allowed OHL to capitalize on its investments by 1) offering a valuation benchmark for these assets, 2) allowing both subsidiaries to become self-sufficient in terms of both operations and financing, 3) providing cash proceeds from the flotation (as well as an exit strategy) and Page 30 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors 4) increasing the local company perception thanks to the listing (which is beneficial when negotiating with governments and gaining local support for projects). 3.11. Valuation of PPP concessions DCF is the key methodology The good cash flow visibility of concession projects, the relatively low capex requirements and the high dividend payouts imply that shareholders often use dividend discount models (also known as discounted cash to equity models). It needs to be noted that the finite life of concessions imply that DCFs are built for the entire life of assets and, therefore, there is no residual value. The key consequence of this is that while the NAV increases as we approach the years of strongest cash flow generation, it also declines rapidly in the years before maturity. The key criticism against this methodology is that the very long life of the assets raises questions about the validity of the business model (transport technology changes in the case of toll road concessions), the credibility of traffic assumptions in demand-risk concessions or refinancing risks. This implies that equity markets have been historically reluctant to value PPP concessions at their full DCF value. While the previous concerns are understandable, it needs to be noted that PPP concession transactions in the secondary market have been taking place at above equity-market valuations, which has increased investors’ level of comfort with the DCF approach. Also, let’s not ignore the fact that concessions DCF model can be built on conservative assumptions of accelerated debt repayment and reasonable traffic figures in order to limit valuation downside. Why not earnings multiples? As evidenced by the charts in the section on financial structure scenarios, given the very particular nature of the business, the EV/EBITDA multiples of concessions change very dramatically throughout their lives, from double digit in the initial years to negligible in the final years. Consequently, companies with different number of years left until the end of their concessions will be simply not comparable from an earnings multiple perspective. We would highlight, however that earnings multiples are still used by investors on account of the concerns expressed above. Deutsche Bank AG/London Page 31 19 August 2011 Building & Construction European Contractors Figure 57: Atlantia, Abertis and Brisa – Average 12 month prospective EV/EBITDA 14.0 13.0 12.0 11.0 10.0 9.0 8.0 7.0 6.0 EV/EBITDA Avg +1stdv Aug 11 Aug 10 Aug 09 Aug 08 Aug 07 Aug 06 Aug 05 Aug 04 Aug 03 Aug 02 Aug 01 5.0 -1stdv Source: Deutsche Bank Building a theoretical toll road earnings/valuation model In order to evidence the key valuation drivers of concessions we have built an earnings/valuation model of a theoretical toll road concession. The detailed earnings of our different scenarios can be found in the Appendices section of this report but the following tables and charts summarise the key assumptions. In our model we calculate the IRR against the initial construction investment for the project and for the equity. Obviously the high level of financial leverage allows the equity IRR to be materially higher than the project IRR. If we considered this a brownfield project acquired at more than 1x book value, the equity and project IRRs would be materially lower. Three financial structure scenarios with material impact on equity IRRs Obviously the financial structure does not impact the project IRR but when it comes to the equity IRR, the structure has a decisive impact. We have built three versions of our model: Figure 58: Our different financial structure scenarios Equity IRR NVP of equity on 8% cost of equity Project IRR Aggressive scenario 16.6% 337 8.6% Base case scenario 13.0% 292 8.6% Conservative scenario 11.6% 269 8.6% Source: Deutsche Bank Page 32 Aggressive scenario. In this scenario we assume that the concession does not repay its debt until the final years. This obviously implies that the asset will have to refinance its debt at some point with the associated cost of debt risk. An obvious exception to this would be a concession with bond financing matching the maturity of the asset. In this scenario the equity IRR is maximised as the dividend stream is quite significant in the first half of the life of the asset. Our theoretical concession would have a 16.6% IRR, compared to a project IRR of 8.6%. Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 59: Aggressive scenario - Net debt vs dividend Figure 60: Aggressive scenario – NPV of eq vs net debt 400 900 350 800 300 700 600 250 500 200 400 150 300 100 200 50 100 0 -50 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Net debt 1 -100 2 3 4 5 Dividend 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Net debt NPV of equity Source: Deutsche Bank Source: Deutsche Bank Figure 61: Aggressive scenario – P&L structure Figure 62: Aggressive scenario – EV/EBITDA 25 200 20 150 15 100 10 50 5 0 1 2 3 4 5 -50 Operating expenses 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 -5 Depreciation Financial expenses Taxes Attributable profit Source: Deutsche Bank EV/EBITDA Source: Deutsche Bank Base case scenario. In this scenario we assume the gradual repayment of debt throughout the life of the concession which still gives a reasonable dividend stream in the first half of the life of the asset but reduces refinancing risks. The equity IRR of our theoretical concession would be 13.0%, compared to a project IRR of 8.6%. Figure 63: Base case - Net debt vs dividend Figure 64: Base case – NPV of equity vs net debt 400 800 350 700 300 600 250 500 200 400 150 300 100 200 50 100 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Net debt Source: Deutsche Bank Deutsche Bank AG/London 1 2 3 4 5 6 7 8 Net debt Dividend 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 NPV of equity Source: Deutsche Bank Page 33 19 August 2011 Building & Construction European Contractors Figure 65: Base case – P&L structure Figure 66: Base case – EV/EBITDA 200 25 150 20 15 100 10 50 5 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 1 -50 Operating expenses Depreciation Financial expenses Taxes 2 3 4 5 6 7 8 Attributable profit Source: Deutsche Bank 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 EV/EBITDA Source: Deutsche Bank Conservative scenario. If we conservatively assume that debt has to be fully repaid before any dividend is paid to the shareholders, the resulting equity IRR is obviously lower than in our previous scenarios. Figure 67: Conservative scenario - Net debt vs dividend Figure 68: Conservative scenario – NPV of eq vs net debt 400 700 350 600 300 500 250 400 200 300 150 200 100 100 50 0 0 -50 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Net debt 1 -100 2 3 4 5 Dividend 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Net debt NPV of equity Source: Deutsche Bank Source: Deutsche Bank Figure 69: Conservative scenario – P&L structure Figure 70: Conservative scenario – EV/EBITDA 200 25 150 20 15 100 10 50 5 0 1 2 3 4 5 -50 Operating expenses Source: Deutsche Bank Page 34 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 1 Depreciation Financial expenses Taxes 2 3 4 Attributable profit 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 EV/EBITDA Source: Deutsche Bank Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Sensitivities to changes in key variables Besides the financial structure of the project, the equity IRR is significantly impacted by traffic growth, inflation and cost of debt assumptions. The following table shows the variations for our base case scenario. Figure 71: base case scenario – IRR and equity value sensitivities IRR Equity value Base case 13.0% 292 Change in equity value 1% more traffic growth every year 14.5% 358 22.6% 1% higher inflation every year 14.0% 336 15.1% 1% higher cost of debt 12.4% 278 -4.8% Source: Deutsche Bank Deutsche Bank AG/London Page 35 19 August 2011 Building & Construction European Contractors 4. Other forms of diversification 4.1. The rationale behind other forms of diversification Once companies had explored and invested in the concession space extensively, they looked for additional forms of diversification. Some businesses are in companies’ portfolios for historical reasons. Activities like cement or real estate development are good examples. Other activities intended to provide exposure to the full contracting cycle through engineering (pre-construction) and maintenance (post construction) activities. Companies have also invested in other concession-based or regulated activities where the grantor is a client they know well: public authorities. Public services concessions or renewable energy assets are good examples of this. 4.2. Engineering / Professional Services Professional services mainly focus on the design and planning of new construction projects and, therefore, most of the work is done off-site in an office. It also does some program management where it could supervise a construction project for example. The main difference with contracting is that billing is based on worked man-hours clearly mitigating the risks compared to contracting. The model is asset heavier than pure contracting also explaining the higher margins together with the highly skilled employees needed. For Balfour Beatty, for example, professional services net assets in 2010 accounted for 16% of sales; the company targets much higher EBITA margins of 6-7%. Risk transferral In the contracting model the construction company which has been awarded a construction project has the obligation to fulfil the agreement by delivering the agreed asset. Whether it does the work itself or uses a subcontractor is irrelevant to the client. From a risk perspective this means that if the subcontractor defaults or fails to fulfil its obligations the contractor will be responsible to the client. In professional services the contractor gets paid by the hour so cost overruns are not an issue as the additional work will be added to the final bill. 4.3. Cement and other heavyside materials European contractors’ presence in the road building sector is usually associated to exposure to aggregates production. Companies like Vinci, Eiffage or Strabag try to secure raw material supply in order to minimize risk in their road contracting activities. FCC also has exposure to the cement business but not due to a vertical integration strategy but for historical reasons. Cementos Portland’s material domestic operations (around two thirds of sales) boost FCC’s exposure to the domestic construction cycle. 4.4. Housing and commercial development Although residential construction has generally had a small contribution to European contractors’ contracting earnings, companies like Vinci, Bouygues, YIT or FCC have been active players in the housing development market either directly or indirectly (FCC’s stake in Page 36 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Realia). In YIT, residential development is a key driver and brings an interesting emerging market element through its Russian operations. Ferrovial had sizeable housebuilding operations in Spain but they were disposed of in 2006. Skanska is the main player in commercial development in our universe of coverage. The synergies between housing/commercial development and contracting activities are relatively straightforward but it has to be noted that this kind of vertical integration can noticeably increase the cyclicality of earnings. This is explained by the fact that development operations exhibit high operating leverage as well as capital intensity (which leads to financial leverage), characteristics not shared by the contracting business. In a way, real estate development is to an extent similar to infrastructure concession development but radically differs in the demand driver of the developed asset: housing/real estate demand (very cyclical) vs public service demand (defensive). 4.5. Renewable energy assets Companies like ACS or FCC have exposure to renewable assets and Acciona’s move into the wind farm business in 2003 was the initial step towards becoming a electric utility company. The key reason behind contractors’ historical interest in this sector is its concession-like nature; companies are familiar with regulated businesses and their financing. It needs to be noted, however, that a key difference between renewable energy assets and transport infrastructure concessions is regulatory risk. Infrastructure PPPs are ‘regulated’ by a contract between the operator and the public grantor and the terms cannot be unilaterally changed by either party. 4.6. Taking the business model to the extreme: electric utilities European contractors’ high level of comfort with regulated utilities has led some companies in the sector to boost exposure to energy by taking stakes in traded companies. The two key examples are Acciona through Endesa (now disposed of) and ACS through Union Fenosa (now disposed of) and Iberdrola. Although we will cover this issue in more detail in our final section on valuation, holding stakes in traded companies takes European contractors one step closer to a conglomerate structure. strengthening the argument for applying higher holding company discounts. In addition, it raises the key issue of value creation mechanisms on the assumption of limited or no management input in the participated company. Deutsche Bank AG/London Page 37 19 August 2011 Building & Construction European Contractors 5. Diversification’s impact on financial structures 5.1. Two clear groups of contractors In the first section of this report we described the significant transformation that European contracting groups have experienced over the last decade through very active M&A. Depending on the impact that diversification has had on balance sheets, we can divide our universe of coverage into two groups. Debt-laden contractors. For a good number of contractors, the M&A process significantly boosted financial gearing levels as companies moved into more capital intensive activities taking advantage of the good availability of very cheap financing before the downturn. As a consequence of this, in names like Ferrovial, ACS and FCC, constrained cash flow generation and lower asset valuations during the downturn have put pressure on their financial structures leading them to implement de-leveraging strategies. In the case of Eiffage and OHL, no big disposals are on the agenda but the companies are seeking long term financing arrangements so as to secure the desired financial stability. Debt-free contractors. Other companies in our universe of coverage, despite participating in the general diversification trend, maintained a much more conservative approach to financial gearing, which has led them to currently show net cash positions on their balance sheets (Balfour Beatty, Skanska, Strabag and Bouygues). Figure 72: ACS’ net debt vs net debt/EBITDA (group) 18,000 16,575 16,000 14,000 10,000 9,356 9,000 7.0 8,000 8,747 5.0 9,271 8,003 8,000 4.0 3.0 6,000 4,265 2.0 4,000 1,424 0 2004 Net Debt 2005 2006 2007 Net debt/EBITDA Source: Company data, Deutsche Bank Page 38 8.0 6.0 12,000 2,000 Figure 73: FCC’s net debt vs net debt/EBITDA (group) 2008 2009 2010 Net debt/EBITDA (ex-stakes) 6.0 7,967 7,655 7,749 5.0 6,893 7,000 6,000 4.0 5,204 5,000 3.0 4,000 3,000 2.0 2,000 1.0 1,000 0.0 0 1.0 264 403 2004 2005 0.0 Net debt 2006 2007 2008 2009 2010 Net debt/EBITDA Source: Company data, Deutsche Bank Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 74: FER’s net debt vs net debt/EBITDA (group) Figure 75: Eiffage’s net debt vs net debt/EBITDA (group) 16.0 16,000 14.0 14,000 12.0 12,000 10.0 10,000 8.0 8,000 6.0 6,000 4.0 4,000 5,000 2.0 2,000 0 0.0 0 35,000 32,818 30,265 30,000 24,111 25,000 19,789 15,000 8,487 2004 2005 2006 2007 Net debt 11,034 10,732 22,272 20,000 10,000 9.0 13,966 2008 2009 11,761 12,494 8.0 7.0 6.0 5.0 4.0 3.0 2.0 72 -2,000 -16 2001 2002 -83 2003 1.0 264 327 2004 2005 0.0 2006 Net debt Net debt/EBITDA 2007 2008 2009 2010 -1.0 Net debt/EBITDA Source: Company data, Deutsche Bank Source: Company data, Deutsche Bank Figure 76: OHL’s net debt vs net debt/EBITDA (group) Figure 77: Vinci’s net debt vs net debt/EBITDA (group) 5,000 4,420 4,500 4,000 3,447 3,500 2,000 1,500 4.0 14,000 2.5 2.0 1,700 1,080 16,000 3.0 2,260 2,500 18,000 4.5 3.5 2,756 3,000 5.0 1.5 1,213 4,000 2,000 0.0 0 Net debt Source: Company data, Deutsche Bank Deutsche Bank AG/London 2007 2008 2009 Net debt/EBITDA 2010 3 2.5 2 1.5 6,000 0.5 2006 13,059 8,000 1.0 2005 3.5 13,684 10,000 500 2004 4 15,371 12,000 1,000 0 16,303 14,796 1 2,433 1,579 0.5 0 2004 2005 Net debt 2006 2007 2008 2009 2010 Net debt/EBITDA Source: Company data, Deutsche Bank Page 39 19 August 2011 Building & Construction European Contractors 6. Valuation of contractors 6.1. Sum of the Parts, the key valuation approach The heavily diversified nature of European contractors implies that the most reliable methodology to value them is the sum of the parts approach. This allows us to apply the most suitable methodology to the different units depending on the nature of the business and the amount of information available as well as to make the relevant considerations about holding company discounts. We use the following criteria: DCFs or earnings multiples for Contracting. In those companies where full earnings and balance sheet information is provided for the contracting units, we build DCF models. Obviously the resulting valuations will be strongly dependent on working capital and long term growth assumptions. Given the cyclical nature of contracting activities we tend to use negligible perpetual growth. In those companies where information is not available we use the earnings multiples (mainly EV/EBITDA) implied in the preceding DCF valuations. DCF or P/BV multiples for Concessions. Given the good amount of information available and the relative simplicity of the earnings structure of these assets, DCF is our preferred valuation methodology. Given the finite life of the assets and good earnings visibility we project cash flows for the whole concession period. Evidently, the discount rate calculation and the debt repayment/refinancing assumptions (with the corresponding impact on dividend payout) are key issues. Our previous section within the PPP concessions sections goes into deeper detail. Services concessions. As in the case of contracting activities, we carry out DCF valuations when there is sufficient information available about the division's financials. Although we are dealing with services concessions that generally have many things in common with infrastructure concessions, the much larger number of contracts and the lack of information about individual projects implies that we have to rely on divisional DCF models. In times of constrained public finances, working capital variations (highly dependent on client payment conditions) become a key variable of the valuation model. Market value for stakes in traded companies. There is no consensus on this front as, while methodologically it would justifiable to use target prices for the valuation of the stakes in traded companies that diversified contractors hold, reality is that investors are rarely willing to apply them. Other adjustments. Besides the divisional values determined by the previous methodologies, we also deduct from the sum of the parts: holding company debt, contracting prepayments (cash advanced by clients for contracting work pending execution), corporate headquarters (the NPV of running the companies in their current configuration), pension liabilities and any minorities not deducted at divisional level. 6.2. We cannot read too much into multiples We must highlight that the structural and accounting peculiarities of the companies in the contracting space make earnings multiples not fully comparable and difficult to interpret. However, it is interesting to take a look at the last decade of performance of prospective multiples in order to gain a better understanding of the market’s perception of the companies in the same period. Page 40 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 78: 12-months forward looking P/E Figure 79: 12-months forward looking P/BV 19 3.8 17 3.3 15 2.8 13 2.3 9 1.8 7 1.3 P/E Avg +1stdv -1stdv P/BV Avg +1stdv Aug 11 Aug 10 Aug 09 Aug 08 Aug 07 Aug 06 Aug 05 Aug 04 Aug 03 0.8 Aug 01 Aug 11 Aug 10 Aug 09 Aug 08 Aug 07 Aug 06 Aug 05 Aug 04 Aug 03 Aug 02 Aug 01 5 Aug 02 11 -1stdv Source: Deutsche Bank Source: Deutsche Bank Figure 80: 12-months forward looking EV/EBITDA Figure 81: 12-months forward looking EV/Sales 1.4 9.5 1.2 8.5 1.0 7.5 0.8 6.5 0.6 5.5 0.4 4.5 Avg Source: Deutsche Bank +1stdv -1stdv EV/Sales Avg +1stdv Aug 11 Aug 10 Aug 09 Aug 08 Aug 07 Aug 06 Aug 05 Aug 04 Aug 03 Aug 02 Aug 11 Aug 10 Aug 09 Aug 08 Aug 07 Aug 06 Aug 05 Aug 04 Aug 03 Aug 02 Aug 01 EV/EBITDA Aug 01 0.2 3.5 -1stdv Source: Deutsche Bank 6.3. Conglomerate discounts We apply a holding company discount to the NAV calculations resulting from our sum of the parts. The reasons for applying this discount are: 1) European contractors have holding company structures; 2) Management teams have to divide their time between a very large number of very different businesses/assets; 3) There is limited transparency on individual businesses; 4) Companies have very rarely traded in line or above with their pre-discount NAVs (stocks have consistently traded at discounts ranging form 5% to 40% to their prediscount NAVs). We apply holding company discounts of between 25% to 5%; the lower the number of activities/assets, in other words, the lower our perception of conglomerate structure, the lower the discount. Companies with traded subsidiaries merit, in our view, the highest discounts. Deutsche Bank AG/London Page 41 19 August 2011 Building & Construction European Contractors Appendix A – Historical M&A activity in the sector Figure 82: ACS’s historical M&A activity 1992 OCP Construcciones results from the merger between Construcciones Padros and OCISA 1994 Divestiture of non-strategic assets of the company 1995 Takeover of Cobra Group, provider of installations and maintenance services 1996 Acquisition of Auxini, a construction company with specialisation in civil works 1997 Merger with Gines Navarro Construcciones to form ACS 1999 Entry into the road transport sector with the acquisition Continental Auto Acquisition of ONYX which allows ACS to gain a leading position in the environment sector Acquisition of Imes Group to strengthen positions in services, communication and energy 2003 Acquisition of Dragados, one of the main Spanish construction and services groups 2005 Purchase of a 22% stake in Union Fenosa 2006 Acquisition of the initial 10% stake in Iberdrola Acquisition of an additional 10% stake in Union Fenosa 2007 Purchase of 25.1% of Hochtief, a German construction and concessions group Disposal of Continental Auto Acquisition of Schiavone Construction in the US 2008 Agreement to dispose of Union Fenosa in two stages 2009 Disposal of SPL (seaport logistics business) 2010 Acquisition of more Iberdrola shares Partial disposal of stake in Abertis to CVC Announcement of plan to dispose of renewable assets Source: Deutsche Bank, Company data Figure 83: Balfour Beatty’s historical M&A activity 2002 Acquisition of Kentons, utility services provider 2003 Acquisition of Mansell, a UK construction and construction services company 2004 Acquisition of a 50% stake in Gammon from Skanska to expand its presence in Honk Kong 2005 Acquisition of Pennine Group, the UK ground engineering specialist Acquisition of SBB, the German rail signaling specialist, renamed Balfour Beatty Rail Signal 2006 Acquisition of Charter, the Texas-based construction management business 2007 Acquisition of Cowlin Group, a high-quality building and refurbishment contractor based in Bristol Acquisition of Centex Construction, a leading US construction management company 2008 Acquisition of Dean& Dyball, a UK regional contractor Acquisition of GMH, a top player in the US PPP military accommodation market Acquisition of Douglas E Barnhart Inc, a Californian construction management company Acquisition of Schreck-Mieves GmbH, the German rail engineering company 2009 Acquisition of RT Dooley Construction, a family owned US construction firm Acquisition of Parsons Brinckerhoff Inc, a key US professional services company Acquisition of SpawMaxwell Company, the largest interior construction contractor in Texas 2010 Acquisition of Halsall Group, Toronto-based provider of design and engineering services Acquisition of certain operations of Rok in housing and general construction Source: Deutsche Bank, Company data Page 42 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 84: Bouygues’ historical M&A activity 1984 Acquisition of ETDE, an energy supply and transmission company Acquisition of Satur, France's 3rd largest water supply company 1986 Acquisition of Screg group, France's leading roadworks contractor Acquisition of Dragages Acquisiton of Smac Acieroid 1987 Acquisition of TF1, France's leading television channel 1989 Acquisition of Grands Moulins de Paris (GMP) 1990 Acquisition of Losinger, Switzerland's 3rd construction group 1993 Purchase of a stake in a South African construction company, Basil Read 1994 Merger of Steam and Batir 1996 Merger of Saur and Cise 1999 The Group spins off its construction business to form Bouygues Construction The parent company sells 51% of Bouygues Offshore and 100% of ETDE to Bouygues Construction 2001 TF1 acquires 100% of the Eurosport group 2002 Acquisition of Telecom Italia’s stake in Bouygues Telecom 2003 Acquisition of E.ON’s stake in Bouygues Telecom 2006 Acquisition of 23% stake in Alstom 2007 Acquisition of Spie Rail BNP Paribas acquires a stake in Bouygues Telecom 2008 Acquisition of SEMI, an Australian company Acquisition of Gouyer and its subsidiaries, a group of companies operating in Martinique and Guadeloupe 2010 Acquisition of 100% in Société de la Raffinerie de Dunkerque (SRD) Purchase of majority stake in the Leadbitter group Acquisition of NT1 (100%) and TMC (40%) by TF1 Source: Deutsche Bank, Company data Figure 85: FCC’s historical M&A activity 2000 FCC and Caja Madrid merge their real estate businesses to form Realia Cementos Portland, FCC cement division, acquires the American group Giant Cement 2001 FCC acquires 100% of the passenger transport company Portillo 2002 FCC merges with Pórtland Valderrivas FCC creates Flightcare to consolidate its presence in the handling sector 2003 FCC Group creates Ámbito, new industrial waste management area 2005 Cementos Portland Valderrivas launches a takeover bid for 100% of Cementos Lemona FCC acquires A.S.A., a East European waste management company FCC takes control of the Tenerife-based company Entemanser through its subsidiary Aqualia and becomes the top private water company in the Canary Islands FCC acquires the Hernández Cerrajero-Marepa Group, which recycles used paper and cardboard FCC acquires 8.06% of Cementos Portland Valderrivas from Iberdrola With the purpose to create Spain's leading independent logistics operator, FCC Group buys 100% of Grupo Logistico Santos 2006 FCC acquires Waste Recycling Group, UK's largest municipal waste management company. Cementos Portland Valderrivas buys Uniland. FCC buys 74.76% stake in Alpine Mayreder Bau, leading player in the construction sector in Austria Acquisition of Czech water company SmVaK. 2007 FCC acquired from Siemens Water Technologies Corp. (SWT) its two US subsidiaries, Hydrocarbon Recovery Services Inc. (HRS) and International Petroleun Corp. 2008 FCC completes acquisition of Olivento (14 wind farms) Source: Deutsche Bank, Company data Deutsche Bank AG/London Page 43 19 August 2011 Building & Construction European Contractors Figure 86: Ferrovial’s historical M&A activity 1952 Ferrovial was founded by Rafael del Pino Y Mareno 1985 Acquisition of Cadagua, market leader in the engineering of water treatments 1995 Acquisition of Agroman 1999 Integration of Agroman and creation of Ferrovial Agroman 2000 Acquisition of Budimex, largest contractor in Poland 2003 Purchase of Amey (UK) and Cespa (Spain) 2005 Purchase of Webber Group and Swissport 2006 BBA acquisition and sale of Ferrovial Real Estate 2007 Creation of a new business unit: Airports 2009 Merger with Cintra Disposal of Gatwick 2010 Disposal of Tube lines Disposal of the 50% stake in Trados 45 Chilean motorway sale Sale of the 10% stake in the 407-ETR Swissport disposal Source: Deutsche Bank, Company data Figure 87: OHL’s historical M&A activity Obrascon 1996 Purchase of Elsan, specializing in asphalt-based construction Purchase of SATO, specializing in ports and other maritime and coastal civil works projects Acquisition of 60% of Cida Hidroquimica, waste treatment company Acquisition of a 40% stake (extended to 100% in 1998) in Ondagua, a company specialized in urban services infrastructure and water treatment 1997 Acquisition of Huarte, Obrascon's construction rival that was on the edge of bankruptcy 1998 Obrascon and Huarte merger, renamed Obrascon Huarte Obrascon Huarte 1999 Acquisition of Malvar to focus on Galicia region 1999 Merger with rival group Construcciones Lain and renamed into OHL (Obrascon Huarte Lain) OHL Group 2000 Acquisition of 60% interest in infrastructure of Chile 2001 Acquisition of parking lots operations in Santiago 94% holding in Autovias Acquisition of I2000 2002 Acquisition of 10% holding of Fumisa in Mexico Acquisition of Centrovias in Brazil 2003 Acquisition of a 61.1% stake in ZPSV Uhersky Ostroh, one of the top constructors in Czech Republic 2003 Acquisition of 50% holding in ASA 2004 Acquisition of Intervias in Brazil 2005 Acquisition of Amozoc-Perote in Mexico 2006 Majority shareholder in the US construction companies Community Asphalt and Tower group Acquisition of Vianorte in Brazil and Toluca Airport in Mexico 2008 Stake in Arellano Construction and Stride Contractors (both US) 2010 50.1% of the US construction company Judlau Contracting, Inc., specialised in civil engineering Acquisition of Sthim Maquinaria, a company specialized in the handling of solids, aggregates, and cement Source: Deutsche Bank, Company data Page 44 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 88: Skanska’s historical M&A activity 1994 Acquisition of Beers Construction Company, one of the leading construction companies in US 1998 Acquisition of Börje Larsson Bygg i Nyköping AB, building services company in Sweden 1999 Purchase of a 67% stake in SADE, 2nd largest construction company in Argentina Acquisition of A.J. Etkin, provider of corporate, educational and health-care facilities in the US Midwest Purchase of an 80% stake in a Polish construction company Budexpol Sp. Z o.o Acquisition of Gottleib Group in US 2000 Acquisition of Estonian Construction company EMV Acquisition of Ericsson Real Estate & Services Acquisition of majority stake in Exbud, Poland's largest construction company Acquisition of Böge Larsen Projects Oy and Proconord International Oy Acquisition of IPS, largest Czech construction company Acquisition of Barclay White Inc., US construction management company Divestiture of some noncore operations, such as real estate holdings 2001 Acquisition of MG Telecommunication (MGT), a UK telecom service company 2002 Acquisition of Yeager, US construction company 2003 Strategic acquisition of Marieholms Industrirengöring AB (MIAB), an industrial services company Acquisition of Texas construction company, BFW Construction Co 2004 Sale of mining contracting business in South Africa and Canada Acquisition of Klimavex, a Slovakian installation company 2005 Divestiture of Skanska Modul AB to focus on core operations - building and civil construction, development of commercial premises, residential buildings and PPP projects 2006 Acquisition of Stamakt, a Slovak construction company Acquisition of McNicholas plc, a UK utilities network company 2010 Acquisition of SkyBau, a Slovakian leading construction company Source: Deutsche Bank, Company data Deutsche Bank AG/London Page 45 19 August 2011 Building & Construction European Contractors Figure 89: Strabag’s historical M&A activity 1999 Strabag, Austria acquires STUAG 2002 Strabag AG, Cologne takes over the Deutsche Asphalt Group 2004 Bauholding Strabag's division specialiazed in concessionary and operating models is merged into the AWAY Holding und Finanz AG 2005 Stabag Group takes over major parts of the insolvent Walter-Bau Group Acquisition of Dywidag and Heilit+Woerner Acquisition of the majority of shares of Ed. Züblin AG, Stuttgart 2006 In Germany Strabag AG’s Building Construction and Construction Engineering divisions are acquired by Ed. Züblin AG Acquisition of Preusse-Group and Stratebau-Group, market leader in asphalt road construction on Bavaria Acquisition of the Eichholz Group, one of the market leaders in German railroad construction 2007 Russian company Rasperia acquires a stake in the share capital of Strabag Strabag SE IPOs in the Prime Market Segment of the Vienna Stock Exchange Acquisition of Linde KCA-Umweltanlagen GmbH, a Dresden based company specialising in the field of environmental technology Acquisition of Ottokar Klug Ges.m.b.H., an Austrian company specialising in the field of waste management Acquisition of a railway construction company Fahrleitungsbau GmbH 2008 Acquisition of Adanti SpA (Italy) Acquisition of Kirchner Holding GmbH (Germany) Acquisition of F. Kirchhoff AG (Germany) Acquisition of Deutsche Telekom Immobilien und Service GmbH (Germany) Acquisition of a Scandinavian construction company Oden 2010 Acquisition of the Czech railway construction company Viamont DSP Acquisition of the majority interest in Rimex Group, a company specialising in services in the cleaning and landscaping market Acquisition of ECM Facility a.s, a Czech provider of property and facility management services Source: Deutsche Bank, Company data Page 46 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 90: Vinci’s historical M&A activity 2000 Vinci PLC is created as the result of a merger between the parent company Vinci and Groupe GTM 2001 Acquisition of Environmental Analysis Limited, provider of chemical and environmental testing services Acquisition of Genflo Technology Limited, involved in remediation of contaminated soils 2002 Acquisition of Crispin & Borst Holding Limited, a specialist building group based in South East England 2005 Acquisition of four large contracts in the educational sector from Jarvis PLC 2006 Acquisition of TCL Granby, UK provider of building services Acquisition of PEL Limited, UK provider of interior fit out services Disposal of Rosser & Russell's Building Services Division 2007 Acquisition of Weaver PLC, a construction company based in the west Midlands Disposal of Rosser& Russell's Maintenance Limited Sale of McGill Services Limited, specialised in offshore and ship building as well as in the oil & gas industry Acquisition of a building contractor Fifehead Limited 2008 Acquisition of Stradform, Wales contractor Acquisition of Taylor Woodrow, one of the UK's foremost construction companies Acquisition of Gordon Durham, a regional contractor undertaking contracts throughout the North East of England 2009 Disposal of Simplex Foundations Limited Acquisition of certain assets from the administrator of Haymills Group Limited 2010 Acquisition of Faceo, a company operating in facilities management throughout the Europe Acquisition of Cegelec, major player in four areas: electrical, climate and mechanical engineering; automation, instrumentation and control; information and communication technologies; and maintenance and services Acquisition of the Tarmac quarries in France, Germany, the Czech Republic and Poland Source: Deutsche Bank, Company data Deutsche Bank AG/London Page 47 19 August 2011 Building & Construction European Contractors Figure 91: YIT’s historical M&A activity 1994 YIT increased its holding in a property investment company YIT-Kiinteistöt Oy from 49.8% to 99.2% (merger) 1995 Acquisition of Oy Huber Ab, specialised in piping design and maintenance 1998 Acquisition of Mongstad Industrier AS, based in Norway and involved in the oil and petrochemical market Acquisition of VSP i Göteborg AB, operating in Sweden Acquisition of 65.6% in AB Kausta, one of Lithuania's leading construction companies Acquisitions in Finland 1999 Acquisition of Sähkö-Soikkeli Oy, an electrical contracting company in the Greater Helsinki area 2001 Acquisition of Calor AB, a Swedish company specialising in heating, plumbing, air-conditioning and electrical installations and industrial maintenance services 2002 Aquisition of Primatel Ltd, provider of consulting innovation design services YIT acquired the shares outstanding in Härkätien Sähkö Oy to expand YIT's range of services in the economic area of Western Finland 2003 Following the Nordic Building Systems acquisition, YIT became the leading building systems company in the Nordic countries 2004 Acquisition of the building rights for commercial and business premises in Konepaja area in Vallila, Helsinki 2005 Acquisition of majority holding in the electrical contracting and servicing company A/S Emico in Estonia Acquisition of Nortelco System-Teknikk, a Norwagian company specialised in audiovisual systems and video conference services 2006 Numerous small scale acquisitions to round out operations in Sweden and Norway Plot acquisitions in Finland, Russia and Baltic countries Acquisition of Alueputkitus Oy and Konepaja Alueputkitus Oy to expand the portfolio of services for customers in the petrochemical industry 2007 Acquisition of plots and business rights in Finland and investment rights in Russia Acquisition of Inesco Oy, provider of solutions for efficiency improvements in industrial energy and material use 2008 Acquisition of MCE AG's building system service business in Germany, Austria, Poland, the Czech Republic, Hungary and Romania 2010 Acquisition of the business operations of Caverion GmbH, a company providing building systems services in Central Europe Acquisition of 70% holding in the Slovakian construction company Reding Source: Deutsche Bank, Company data Page 48 Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Appendix B – Euroconstruct Figure 92: Austria - Constr. output growth by segment 20% Figure 93: Germany - Constr. output growth by segment 15% 15% 10% 10% 5% 5% 0% 0% -5% -5% -10% -15% -10% Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 94: Belgium - Constr. output growth by segment Figure 95: Ireland - Constr. output growth by segment 15% 15% 10% 10% 5% 5% 0% 0% -5% -5% -10% -10% -15% -15% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 96: France - Constr. output growth by segment Figure 97: Italy - Constr. output growth by segment 15% 10% 8% 10% 6% 4% 5% 2% 0% -4% 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011E 2012E 2013E 0% -2% -6% -5% -10% -8% -10% -15% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy chg (%) Source: Euroconstruct (June 2011) Deutsche Bank AG/London Source: Euroconstruct (June 2011) Page 49 Building & Construction European Contractors Figure 98: Portugal - Constr. output growth by segment Figure 99: Spain - Constr. output growth by segment 20% 30% 15% 20% 10% 10% 5% 2013E 2012E 2010 2011E 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1996 1997 1995 1994 1993 1992 -5% 1991 -10% 1990 0% 0% 1989 19 August 2011 -20% -10% -30% -15% -40% -20% -25% -50% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 100: Denmark - Cons. output growth by segment Figure 101: Finland - Constr. output growth by segment 20% 25% 15% 20% 10% 15% 5% 10% 0% 5% -5% 0% -10% -5% -15% -10% -20% -25% -15% -30% -20% Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Residential yoy Civil engineering yoy Non residential yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 102: Norway - Constr. output growth by segment Figure 103: Sweden - Constr. output growth by segment 20% 15% 15% 10% 10% 5% 5% 0% 0% -5% -5% -10% -10% -15% -15% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Page 50 Source: Euroconstruct (June 2011) Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 104: Switzerland - Cons. output gr. by segment Figure 105: Netherlands - Cons. output gr by segment 20% 15% 15% 10% 10% 5% 5% 0% 0% -5% -5% -10% -10% -15% -15% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 106: UK - Constr. output growth by segment Figure 107: Czech Republic - Con. output gr. by segment 20% 60% 50% 15% 40% 10% 30% 5% 20% 10% 0% 0% -5% -10% -10% -20% -30% -15% -40% -20% -50% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 108: Hungary - Constr. output grwth by segment Figure 109: Poland - Constr. output growth by segment 30% 35% 25% 30% 20% 25% 15% 20% 10% 15% 5% 10% 0% 5% -5% 0% -10% -15% -5% -20% -10% -25% -15% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Deutsche Bank AG/London Source: Euroconstruct (June 2011) Page 51 19 August 2011 Building & Construction European Contractors Figure 110: Slovak Rep. - Con. output grwth by segment 40% Figure 111: WE - Constr. output growth by segment 6.0% 4.0% 30% 2.0% 20% 0.0% -2.0% 10% -4.0% 0% -10% 2003 2004 2005 2006 2007 2008 2009 2010 2011E 2012E 2013E -6.0% -8.0% -10.0% -20% -12.0% -30% -14.0% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy Construction output yoy Source: Euroconstruct (June 2011) Source: Euroconstruct (June 2011) Figure 112: EE - Constr. output growth by segment Figure 113: Total Europe - Con. output gr. by segment 20% 6% 4% 15% 2% 10% 0% -2% 5% -4% 0% -6% -8% -5% -10% -10% -12% -15% -14% Residential yoy Non residential yoy Residential yoy Non residential yoy Civil engineering yoy Construction output yoy Civil engineering yoy European construction output yoy Source: Euroconstruct (June 2011) Page 52 Source: Euroconstruct (June 2011) Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Appendix C – Output Figure 114: Euro area total construction production index Figure 115: Euro area total construction production growth, yoy 120 Building Nordics Jan-11 Aug-10 Oct-09 Mar-10 May-09 Jul-08 Dec-08 Feb-08 Apr-07 Eastern Europe Sep-07 Jun-06 Nov-06 Jan-06 Aug-05 Oct-04 Euro area (16 countries) Mar-05 May-04 Jul-03 Dec-03 Jan-11 May-10 Jan-09 Sep-09 May-08 Jan-07 Sep-07 May-06 Jan-05 Sep-05 May-04 Jan-03 Construction Sep-03 May-02 Jan-01 Sep-01 May-00 Jan-99 Sep-99 May-98 Jan-97 Sep-97 May-96 Jan-95 Sep-95 60 Feb-03 70 Apr-02 80 Sep-02 90 Jun-01 100 Nov-01 110 Jan-01 30% 25% 20% 15% 10% 5% 0% -5% -10% -15% -20% Western-Europe Civil Source: Deutsche Bank, Eurostat Source: Deutsche Bank, Eurostat Figure 116: Euro area building construction production growth, yoy Figure 117: Euro area civil construction production growth, yoy 40% 30% 30% 20% 20% 10% 10% 0% 0% Euro area (16 countries) Eastern Europe Nordics Western-Europe Euro area (16 countries) Nordics Jan-11 Aug-10 Mar-10 Oct-09 May-09 Dec-08 Jul-08 Feb-08 Apr-07 Eastern Europe Sep-07 Nov-06 Jun-06 Jan-06 Aug-05 Mar-05 Oct-04 May-04 Dec-03 Jul-03 Feb-03 Apr-02 Sep-02 Nov-01 Jan-01 Jan-11 Aug-10 Mar-10 Oct-09 May-09 Dec-08 Jul-08 Feb-08 Sep-07 Apr-07 Nov-06 Jun-06 Jan-06 Aug-05 Mar-05 Oct-04 May-04 Dec-03 Jul-03 Feb-03 Sep-02 Apr-02 Nov-01 -30% Jun-01 -20% -30% Jan-01 -20% Jun-01 -10% -10% Western-Europe Source: Deutsche Bank, Datastream, Eurostat Source: Deutsche Bank, Datastream, Eurostat Figure 118: US total annualized construction output (USDbn) Figure 119: US total construction output growth, yoy 50% 700 1,200 600 1,000 500 40% 30% 20% Residential Non-residential Source: Deutsche Bank, Datastream Deutsche Bank AG/London Civil Total (RHS) -30% -40% Residential Non residential Civil Oct 10 Feb 11 Jun 10 Oct 09 Feb 10 Jun 09 Feb 09 Oct 08 Jun 08 Feb 08 Oct 07 Jun 07 Feb 07 Oct 06 Jun 06 Feb 06 Oct 05 -50% Jun 05 - Jun-02 Oct-02 Feb-03 Jun-03 Oct-03 Feb-04 Jun-04 Oct-04 Feb-05 Jun-05 Oct-05 Feb-06 Jun-06 Oct-06 Feb-07 Jun-07 Oct-07 Feb-08 Jun-08 Oct-08 Feb-09 Jun-09 Oct-09 Feb-10 Jun-10 Oct-10 Feb-11 - -20% Feb 05 200 Oct 04 100 Jun 04 400 Feb 04 200 0% -10% Oct 03 600 300 10% Jun 03 800 400 Total Source: Deutsche Bank, Datastream Page 53 19 August 2011 Building & Construction European Contractors Figure 120: US non-residential construction output growth, yoy Figure 121: US non-residential construction split (2010) 40% Public safety 2% Transportation 7% 30% 20% 10% Other 10% Educational 16% Sew age and w aste disposal + w ater supply 7% 0% -10% -20% Pow er 15% Health care 7% -30% Private non-residential Public non-residential Office 7% Commercial 7% Mar-11 Jul-10 Nov-10 Mar-10 Jul-09 Nov-09 Mar-09 Jul-08 Nov-08 Mar-08 Jul-07 Nov-07 Mar-07 Jul-06 Nov-06 Mar-06 Jul-05 Nov-05 Mar-05 Jul-04 Nov-04 Mar-04 Jul-03 Nov-03 -40% Manufacturing 7% Highw ays and Street 15% Total non-residential Source: Deutsche Bank, Datastream Source: Deutsche Bank, Datastream Figure 122: US total infrastructure output growth, yoy Figure 123: US total non-residential output growth, yoy 40% 35% 30% 25% 20% 15% 10% 0% 5% -10% -5% -20% -15% -30% Highw ays and streets Public safety Transportation -40% Sep-04 Dec-04 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Sep-04 Dec-04 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 -25% Water+Sew age Educational Health care Communication Source: Deutsche Bank, Datastream Source: Deutsche Bank, Datastream Figure 124: US federal and state construction output growth, yoy Figure 125: ABI vs. non-residential construction output 40% 40% 65 30% 30% 60 20% 20% 55 10% 10% 50 0% 0% 45 -10% -10% 40 -20% 35 -30% -40% 30 Federal Source: Deutsche Bank, Datastream Page 54 State Feb-96 Sep-96 Apr-97 Nov-97 Jun-98 Jan-99 Aug-99 Mar-00 Oct-00 May-01 Dec-01 Jul-02 Feb-03 Sep-03 Apr-04 Nov-04 Jun-05 Jan-06 Aug-06 Mar-07 Oct-07 May-08 Dec-08 Jul-09 Feb-10 Sep-10 Apr-11 -30% Jan-95 Aug-95 Mar-96 Oct-96 May-97 Dec-97 Jul-98 Feb-99 Sep-99 Apr-00 Nov-00 Jun-01 Jan-02 Aug-02 Mar-03 Oct-03 May-04 Dec-04 Jul-05 Feb-06 Sep-06 Apr-07 Nov-07 Jun-08 Jan-09 Aug-09 Mar-10 Oct-10 -20% US Private non residential YoY grow th lagged 12m ABI Billings Source: Deutsche Bank, Datastream Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Appendix D – Confidence Figure 126: Construction confidence Europe, aggregated and key regions 60 40 20 0 -20 -40 -60 EUROPE Western-Europe Nordics Southern-Europe Oct-10 Mar-11 Dec-09 May-10 Jul-09 Feb-09 Apr-08 Sep-08 Nov-07 Jun-07 Jan-07 Aug-06 Oct-05 Mar-06 May-05 Jul-04 Dec-04 Feb-04 Sep-03 Apr-03 Jun-02 Nov-02 Jan-02 Aug-01 Mar-01 Oct-00 -80 Eastern-Europe Source: Deutsche Bank, Eurostat, Datastream Figure 127: Western Europe construction confidence Figure 128: Southern Europe construction confidence 60 60 40 40 20 20 0 0 -20 -20 -40 -40 -60 -60 Average France Belgium Netherlands Germany UK Average Portugal Greece Italy Jan-11 Aug-10 Oct-09 Mar-10 May-09 Jul-08 Dec-08 Feb-08 Sep-07 Apr-07 Jun-06 Nov-06 Jan-06 Mar-05 Aug-05 Oct-04 Dec-03 May-04 Jul-03 Feb-03 Sep-02 Apr-02 Nov-01 Jun-01 Jan-01 -80 Aug-00 Aug-00 Jan-01 Jun-01 Nov-01 Apr-02 Sep-02 Feb-03 Jul-03 Dec-03 May-04 Oct-04 Mar-05 Aug-05 Jan-06 Jun-06 Nov-06 Apr-07 Sep-07 Feb-08 Jul-08 Dec-08 May-09 Oct-09 Mar-10 Aug-10 Jan-11 -80 Spain Source: Deutsche Bank, Eurostat, Datastream Source: Deutsche Bank, Eurostat, Datastream Figure 129: Eastern Europe construction confidence Figure 130: Nordic countries construction confidence 60 80 40 60 20 40 0 20 -20 0 -40 -20 -60 -40 -80 -60 Source: Deutsche Bank, Eurostat, Datastream Deutsche Bank AG/London Average Finland Jan-11 Aug-10 Mar-10 Oct-09 May-09 Dec-08 Jul-08 Feb-08 Sep-07 Apr-07 Jun-06 Nov-06 Jan-06 Mar-05 Denmark Aug-05 Oct-04 Dec-03 May-04 Jul-03 Feb-03 Lithuania Sep-02 Hungary Latvia Apr-02 Slovenia Estonia Nov-01 Slovakia Poland Jun-01 Romania Czech Jan-01 Average -80 Aug-00 Jan-11 Aug-10 Mar-10 Oct-09 May-09 Jul-08 Dec-08 Feb-08 Apr-07 Sep-07 Nov-06 Jun-06 Jan-06 Mar-05 Aug-05 Oct-04 May-04 Jul-03 Dec-03 Feb-03 Apr-02 Sep-02 Jun-01 Nov-01 Jan-01 Aug-00 -100 Sw eden Source: Deutsche Bank, Eurostat, Datastream Page 55 19 August 2011 Building & Construction European Contractors Appendix E – Housing Figure 131: Europe residential new starts Figure 132: European Big-Four residential new starts 50% 55% 40% 30% 35% 20% 10% 15% 0% -10% -5% -20% -30% -25% -40% -50% Europe 13 countries France, Germany, UK, Spain Nordic countries US new residential starts -65% Q4/96 Q2/97 Q4/97 Q2/98 Q4/98 Q2/99 Q4/99 Q2/00 Q4/00 Q2/01 Q4/01 Q2/02 Q4/02 Q2/03 Q4/03 Q2/04 Q4/04 Q2/05 Q4/05 Q2/06 Q4/06 Q2/07 Q4/07 Q2/08 Q4/08 Q2/09 Q4/09 Q2/10 Q4/10 Q4/96 Q2/97 Q4/97 Q2/98 Q4/98 Q2/99 Q4/99 Q2/00 Q4/00 Q2/01 Q4/01 Q2/02 Q4/02 Q2/03 Q4/03 Q2/04 Q4/04 Q2/05 Q4/05 Q2/06 Q4/06 Q2/07 Q4/07 Q2/08 Q4/08 Q2/09 Q4/09 Q2/10 Q4/10 -45% France Germany United Kingdom Spain Source: Deutsche Bank, Datastream, OECD, Eurostat Source: Deutsche Bank, Datastream, OECD, Eurostat Figure 133: Nordic countries residential new starts Figure 134: Other Europe residential new starts Average 100% 80% 55% 60% 35% 40% 15% 20% -5% 0% -25% -20% -45% -40% -65% Q4/96 Q2/97 Q4/97 Q2/98 Q4/98 Q2/99 Q4/99 Q2/00 Q4/00 Q2/01 Q4/01 Q2/02 Q4/02 Q2/03 Q4/03 Q2/04 Q4/04 Q2/05 Q4/05 Q2/06 Q4/06 Q2/07 Q4/07 Q2/08 Q4/08 Q2/09 Q4/09 Q2/10 Q4/10 Q4/96 Q2/97 Q4/97 Q2/98 Q4/98 Q2/99 Q4/99 Q2/00 Q4/00 Q2/01 Q4/01 Q2/02 Q4/02 Q2/03 Q4/03 Q2/04 Q4/04 Q2/05 Q4/05 Q2/06 Q4/06 Q2/07 Q4/07 Q2/08 Q4/08 Q2/09 Q4/09 Q2/10 Q4/10 -60% Denmark Norw ay Sw eden Finland Average Belgium Czech Republic Poland Greece Ireland (NSA) Average Source: Deutsche Bank, Datastream, OECD, Eurostat Source: Deutsche Bank, Datastream, OECD, Eurostat Figure 135: Building permits index (Euro area 16) Figure 136: Western Europe (three-month rolling growth, yoy) 160 50% 140 30% 120 100 10% 80 -10% 60 -30% Residential Source: Deutsche Bank, Eurostat Page 56 Non-residential -50% Mar-02 Jul-02 Nov-02 Mar-03 Jul-03 Nov-03 Mar-04 Jul-04 Nov-04 Mar-05 Jul-05 Nov-05 Mar-06 Jul-06 Nov-06 Mar-07 Jul-07 Nov-07 Mar-08 Jul-08 Nov-08 Mar-09 Jul-09 Nov-09 Mar-10 Jul-10 Nov-10 Apr-00 Sep-00 Feb-01 Jul-01 Dec-01 May-02 Oct-02 Mar-03 Aug-03 Jan-04 Jun-04 Nov-04 Apr-05 Sep-05 Feb-06 Jul-06 Dec-06 May-07 Oct-07 Mar-08 Aug-08 Jan-09 Jun-09 Nov-09 Apr-10 Sep-10 Feb-11 40 Belgium France Germany Netherlands Average Source: Deutsche Bank, OECD Deutsche Bank AG/London 19 August 2011 Building & Construction European Contractors Figure 137: Southern Europe (three-month rolling growth, yoy) Figure 138: Nordic countries (three-month rolling growth, yoy) 60% 80% 40% 60% 20% 40% 0% 20% 0% -20% -20% -40% -40% Greece Hungary Poland Spain Turkey Average -60% Mar-02 Jul-02 Nov-02 Mar-03 Jul-03 Nov-03 Mar-04 Jul-04 Nov-04 Mar-05 Jul-05 Nov-05 Mar-06 Jul-06 Nov-06 Mar-07 Jul-07 Nov-07 Mar-08 Jul-08 Nov-08 Mar-09 Jul-09 Nov-09 Mar-10 Jul-10 Nov-10 Mar-02 Jul-02 Nov-02 Mar-03 Jul-03 Nov-03 Mar-04 Jul-04 Nov-04 Mar-05 Jul-05 Nov-05 Mar-06 Jul-06 Nov-06 Mar-07 Jul-07 Nov-07 Mar-08 Jul-08 Nov-08 Mar-09 Jul-09 Nov-09 Mar-10 Jul-10 Nov-10 -60% Portugal Denmark Finland Norw ay Sw eden Average Source: Deutsche Bank, OECD t Source: Deutsche Bank, OECD t Figure 139: US housing starts Figure 140: US monthly house price indices (season. adj.) 60% 2,000 40% 20% 1,500 0% 1,000 -20% Jun-10 15% 10% 5% 0% -5% -10% -15% -20% Dec-10 Jun-09 Dec-09 Jun-08 Dec-08 Jun-07 Housing starts Dec-07 Jun-06 Dec-06 Jun-05 Dec-05 Jun-04 Dec-04 Jun-03 -60% Dec-03 0 Jun-02 -40% Dec-02 500 20% Apr-01 Aug-01 Dec-01 Apr-02 Aug-02 Dec-02 Apr-03 Aug-03 Dec-03 Apr-04 Aug-04 Dec-04 Apr-05 Aug-05 Dec-05 Apr-06 Aug-06 Dec-06 Apr-07 Aug-07 Dec-07 Apr-08 Aug-08 Dec-08 Apr-09 Aug-09 Dec-09 Apr-10 Aug-10 Dec-10 2,500 S&P/Case-Shiller - 20 city composite index Housing starts YoY chg (%) S&P/Case-Shiller - 10 city composite index FHFA house price index Source: Deutsche Bank, Datastream Source: Deutsche Bank, Datastream Figure 141: US new home sales Figure 142: Residential supply in months 50% 1600 40% 1400 30% 1200 20% 1000 10% 0% 800 -10% 14 12 10 8 6 600 -20% 400 -30% 4 -40% 2 200 -50% US new home sales Source: Deutsche Bank, Datastream Deutsche Bank AG/London Change YoY 3m moving average change 0 May-92 Jan-93 Sep-93 May-94 Jan-95 Sep-95 May-96 Jan-97 Sep-97 May-98 Jan-99 Sep-99 May-00 Jan-01 Sep-01 May-02 Jan-03 Sep-03 May-04 Jan-05 Sep-05 May-06 Jan-07 Sep-07 May-08 Jan-09 Sep-09 May-10 Jan-11 -60% May-92 Feb-93 Nov-93 Aug-94 May-95 Feb-96 Nov-96 Aug-97 May-98 Feb-99 Nov-99 Aug-00 May-01 Feb-02 Nov-02 Aug-03 May-04 Feb-05 Nov-05 Aug-06 May-07 Feb-08 Nov-08 Aug-09 May-10 Feb-11 0 US MONTHS SUPPLY OF EXISTING 1-FAMILY & CONDO HOMES ON MARKET Source: Deutsche Bank, Datastream Page 57 Year Revenues 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 45 50 55 60 65 70 76 81 87 93 99 104 109 115 121 127 132 137 143 149 155 159 164 169 174 % increase 9.1 9.1 9.1 8.1 8.1 7.1 7.1 7.1 6.1 5.1 5.1 5.1 5.1 5.1 4.0 4.0 4.0 4.0 4.0 3.0 3.0 3.0 3.0 9.0 7.0 7.0 7.0 6.0 6.0 5.0 5.0 5.0 4.0 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 2.0 1.0 1.0 1.0 1.0 Tariff growth (%) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Inflation (%) 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 14 14 15 15 16 16 17 17 18 19 19 20 20 21 22 22 23 24 24 25 26 26 27 28 3.4 3.3 3.3 3.3 3.3 3.3 3.2 3.2 3.3 3.1 3.0 3.0 3.0 3.0 3.0 2.9 2.9 2.9 2.9 2.9 2.7 2.7 2.7 2.7 12 13 13 13 14 14 14 15 15 16 16 16 17 17 18 18 18 19 19 20 20 21 21 22 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2 2 2 2 2 2 3 3 3 3 3 3 4 4 4 4 4 5 5 5 5 5 6 6 11.5 9.5 9.5 9.5 8.5 8.5 7.5 7.5 7.5 6.5 5.5 5.5 5.5 5.5 5.5 4.5 4.5 4.5 4.5 4.5 3.5 3.5 3.5 3.5 36 40 45 50 54 60 64 70 75 80 85 90 95 100 105 110 114 119 124 130 134 138 142 146 14.5 11.4 11.2 11.1 9.6 9.5 8.2 8.1 8.1 6.8 5.5 5.5 5.5 5.5 5.5 4.3 4.3 4.3 4.3 4.3 3.1 3.1 3.1 3.1 72.1 73.6 75.0 76.3 77.4 78.4 79.2 79.9 80.7 81.2 81.6 81.9 82.3 82.6 83.0 83.1 83.3 83.5 83.7 83.9 83.9 84.0 84.0 84.1 Cost base 14 % increase Fixed costs % increase Variable costs % increase EBITDA 32 % increase % margin Depreciation % of sales EBIT 70.0 20 20 20 21 21 21 21 22 22 22 22 22 23 23 23 23 24 24 24 25 25 25 25 26 26 44.4 40.4 37.4 34.6 32.1 30.0 28.0 26.4 24.9 23.5 22.4 21.6 20.7 20.0 19.2 18.5 18.0 17.5 17.0 16.5 16.1 15.8 15.5 15.3 15.1 12 16 20 24 29 33 38 43 48 53 58 62 67 72 77 82 86 90 95 100 105 109 112 116 120 37.9 24.6 21.8 19.7 15.8 14.9 12.1 11.6 11.2 9.1 7.2 7.1 7.0 6.9 6.8 5.2 5.1 5.1 5.1 5.0 3.5 3.5 3.4 3.3 31.7 36.2 40.4 44.3 47.4 50.4 52.8 55.0 57.1 58.8 60.0 61.2 62.3 63.4 64.5 65.2 65.9 66.5 67.2 67.8 68.2 68.5 68.7 68.9 % increase % margin 25.6 Financial expenses 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 21 19 16 13 9 3 Cost of debt (%) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Taxes -3 -2 0 1 3 4 6 8 9 11 13 15 16 18 19 21 23 24 26 28 30 32 35 38 41 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 Net profit -6 -3 -1 2 5 8 11 14 18 21 24 27 30 33 36 39 42 45 48 52 56 60 65 70 76 % margin -13.7 -6.7 -1.5 3.3 7.8 11.4 14.8 17.5 20.1 22.5 24.4 25.9 27.3 28.6 29.9 31.1 32.0 32.9 33.7 34.7 36.1 37.6 39.4 41.4 43.7 9 12 15 18 21 25 29 32 35 40 43 46 50 53 57 61 63 68 70 60 45 30 25 15 0 N/M N/M N/M 904.9 413.6 310.6 257.5 224.2 199.6 190.1 177.7 170.7 167.6 161.2 156.5 154.5 149.1 150.7 145.5 116.4 80.7 50.1 38.7 21.4 0.0 485 470 454 438 421 405 387 370 352 333 314 295 275 255 234 213 192 170 147 124 101 76 52 26 0 5 5 5 5 4 4 4 4 4 4 3 3 3 3 3 2 2 2 2 1 1 1 1 1 0 Equity 135 119 104 88 72 55 37 19 2 -17 -36 -55 -75 -95 -116 -137 -158 -181 -203 -211 -200 -170 -131 -76 0 Debt 350 350 350 350 350 350 350 350 350 350 350 350 350 350 350 350 350 350 350 335 301 247 183 102 0 Tax rate (%) Dividend Dividend payout(%) Balance sheet Fixed assets Deutsche Bank AG/London Capex Source: Deutsche Bank Building & Construction European Contractors 11.2 Traffic growth (%) 19 August 2011 Page 58 Figure 143: Our theoretical concession earnings model – Aggressive scenario Revenues 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 45 50 55 60 65 70 76 81 87 93 99 104 109 115 121 127 132 137 143 149 155 159 164 169 174 % increase 9.1 9.1 9.1 8.1 8.1 7.1 7.1 7.1 6.1 5.1 5.1 5.1 5.1 5.1 4.0 4.0 4.0 4.0 4.0 3.0 3.0 3.0 3.0 9.0 7.0 7.0 7.0 6.0 6.0 5.0 5.0 5.0 4.0 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 2.0 1.0 1.0 1.0 1.0 Tariff growth (%) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Inflation (%) 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 14 14 15 15 16 16 17 17 18 19 19 20 20 21 22 22 23 24 24 25 26 26 27 28 3.4 3.3 3.3 3.3 3.3 3.3 3.2 3.2 3.3 3.1 3.0 3.0 3.0 3.0 3.0 2.9 2.9 2.9 2.9 2.9 2.7 2.7 2.7 2.7 12 13 13 13 14 14 14 15 15 16 16 16 17 17 18 18 18 19 19 20 20 21 21 22 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2 2 2 2 2 2 3 3 3 3 3 3 4 4 4 4 4 5 5 5 5 5 6 6 11.5 9.5 9.5 9.5 8.5 8.5 7.5 7.5 7.5 6.5 5.5 5.5 5.5 5.5 5.5 4.5 4.5 4.5 4.5 4.5 3.5 3.5 3.5 3.5 36 40 45 50 54 60 64 70 75 80 85 90 95 100 105 110 114 119 124 130 134 138 142 146 14.5 11.4 11.2 11.1 9.6 9.5 8.2 8.1 8.1 6.8 5.5 5.5 5.5 5.5 5.5 4.3 4.3 4.3 4.3 4.3 3.1 3.1 3.1 3.1 72.1 73.6 75.0 76.3 77.4 78.4 79.2 79.9 80.7 81.2 81.6 81.9 82.3 82.6 83.0 83.1 83.3 83.5 83.7 83.9 83.9 84.0 84.0 84.1 Cost base 14 % increase Fixed costs % increase Variable costs % increase EBITDA 32 % increase % margin Depreciation % of sales EBIT 70.0 20 20 20 21 21 21 21 22 22 22 22 22 23 23 23 23 24 24 24 25 25 25 25 26 26 44.4 40.4 37.4 34.6 32.1 30.0 28.0 26.4 24.9 23.5 22.4 21.6 20.7 20.0 19.2 18.5 18.0 17.5 17.0 16.5 16.1 15.8 15.5 15.3 15.1 12 16 20 24 29 33 38 43 48 53 58 62 67 72 77 82 86 90 95 100 105 109 112 116 120 37.9 24.6 21.8 19.7 15.8 14.9 12.1 11.6 11.2 9.1 7.2 7.1 7.0 6.9 6.8 5.2 5.1 5.1 5.1 5.0 3.5 3.5 3.4 3.3 31.7 36.2 40.4 44.3 47.4 50.4 52.8 55.0 57.1 58.8 60.0 61.2 62.3 63.4 64.5 65.2 65.9 66.5 67.2 67.8 68.2 68.5 68.7 68.9 % increase % margin 25.6 Financial expenses 21 20 19 18 17 16 16 15 14 13 12 11 10 9 9 8 7 6 5 5 4 3 2 1 0 Cost of debt (%) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Taxes -3 -1 0 2 4 6 8 10 12 14 16 18 20 22 24 26 28 29 31 33 35 37 39 40 42 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 Net profit -6 -3 0 4 7 11 15 18 22 26 30 33 37 40 44 48 51 55 58 62 66 69 72 75 78 % margin -13.3 -5.5 0.7 6.3 11.5 15.6 19.5 22.6 25.5 28.2 30.3 32.0 33.6 35.1 36.6 37.9 38.9 39.9 40.8 41.7 42.5 43.1 43.7 44.2 44.6 0 0 0 4 9 13 17 21 26 30 35 38 42 47 51 55 59 63 67 71 76 79 83 86 90 0.0 0.0 0.0 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 115.4 Tax rate (%) Dividend Dividend payout (%) Balance sheet Fixed assets 485 470 454 438 421 405 387 370 352 333 314 295 275 255 234 213 192 170 147 124 101 76 52 26 0 Capex 5 5 5 5 4 4 4 4 4 4 3 3 3 3 3 2 2 2 2 1 1 1 1 1 0 Equity 144 141 142 141 140 138 136 133 130 126 121 116 110 104 97 90 82 73 64 55 45 34 23 12 0 Debt 341 328 312 297 281 266 251 237 222 208 193 179 165 151 137 124 110 96 83 69 56 42 29 15 0 Source: Deutsche Bank Building & Construction European Contractors 11.2 Traffic growth (%) 19 August 2011 Deutsche Bank AG/London Figure 144: Our theoretical concession earnings model – Base case scenario Page 59 Revenues 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 45 50 55 60 65 70 76 81 87 93 99 104 109 115 121 127 132 137 143 149 155 159 164 169 174 % increase 9.1 9.1 9.1 8.1 8.1 7.1 7.1 7.1 6.1 5.1 5.1 5.1 5.1 5.1 4.0 4.0 4.0 4.0 4.0 3.0 3.0 3.0 3.0 9.0 7.0 7.0 7.0 6.0 6.0 5.0 5.0 5.0 4.0 3.0 3.0 3.0 3.0 3.0 2.0 2.0 2.0 2.0 2.0 1.0 1.0 1.0 1.0 Tariff growth (%) 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0 Inflation (%) 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 14 14 15 15 16 16 17 17 18 19 19 20 20 21 22 22 23 24 24 25 26 26 27 28 3.4 3.3 3.3 3.3 3.3 3.3 3.2 3.2 3.3 3.1 3.0 3.0 3.0 3.0 3.0 2.9 2.9 2.9 2.9 2.9 2.7 2.7 2.7 2.7 12 13 13 13 14 14 14 15 15 16 16 16 17 17 18 18 18 19 19 20 20 21 21 22 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2.5 2 2 2 2 2 2 3 3 3 3 3 3 4 4 4 4 4 5 5 5 5 5 6 6 11.5 9.5 9.5 9.5 8.5 8.5 7.5 7.5 7.5 6.5 5.5 5.5 5.5 5.5 5.5 4.5 4.5 4.5 4.5 4.5 3.5 3.5 3.5 3.5 36 40 45 50 54 60 64 70 75 80 85 90 95 100 105 110 114 119 124 130 134 138 142 146 14.5 11.4 11.2 11.1 9.6 9.5 8.2 8.1 8.1 6.8 5.5 5.5 5.5 5.5 5.5 4.3 4.3 4.3 4.3 4.3 3.1 3.1 3.1 3.1 72.1 73.6 75.0 76.3 77.4 78.4 79.2 79.9 80.7 81.2 81.6 81.9 82.3 82.6 83.0 83.1 83.3 83.5 83.7 83.9 83.9 84.0 84.0 84.1 Cost base 14 % increase Fixed costs % increase Variable costs % increase EBITDA 32 % increase % margin Depreciation % of sales EBIT 70.0 20 20 20 21 21 21 21 22 22 22 22 22 23 23 23 23 24 24 24 25 25 25 25 26 26 44.4 40.4 37.4 34.6 32.1 30.0 28.0 26.4 24.9 23.5 22.4 21.6 20.7 20.0 19.2 18.5 18.0 17.5 17.0 16.5 16.1 15.8 15.5 15.3 15.1 12 16 20 24 29 33 38 43 48 53 58 62 67 72 77 82 86 90 95 100 105 109 112 116 120 37.9 24.6 21.8 19.7 15.8 14.9 12.1 11.6 11.2 9.1 7.2 7.1 7.0 6.9 6.8 5.2 5.1 5.1 5.1 5.0 3.5 3.5 3.4 3.3 31.7 36.2 40.4 44.3 47.4 50.4 52.8 55.0 57.1 58.8 60.0 61.2 62.3 63.4 64.5 65.2 65.9 66.5 67.2 67.8 68.2 68.5 68.7 68.9 % increase % margin 25.6 Financial expenses 21 20 19 18 17 15 13 11 9 6 3 1 0 0 0 0 0 0 0 0 0 0 0 0 0 Cost of debt (%) 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 6.0 Taxes -3 -1 0 2 4 6 9 11 14 17 19 22 23 25 27 29 30 32 33 35 37 38 39 41 42 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 35.0 Net profit -6 -3 0 4 8 12 16 21 25 31 36 40 43 47 50 53 56 59 62 65 68 71 73 76 78 % margin -13.3 -5.5 0.7 6.5 12.0 16.8 21.3 25.4 29.2 33.0 36.3 38.6 39.8 40.5 41.2 41.9 42.4 42.8 43.3 43.7 44.1 44.3 44.5 44.7 44.8 0 0 0 0 0 0 0 0 0 0 0 40 63 66 71 74 78 80 85 88 91 95 98 101 104 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 99.5 144.9 141.8 142.7 139.2 139.5 136.1 137.6 135.6 133.5 134.6 134.2 133.8 133.3 485 470 454 438 421 405 387 370 352 333 314 295 275 255 234 213 192 170 147 124 101 76 52 26 0 5 5 5 5 4 4 4 4 4 4 3 3 3 3 3 2 2 2 2 1 1 1 1 1 0 Equity 144 141 142 145 153 165 181 202 227 258 294 294 275 255 234 213 191 170 147 124 101 76 51 26 0 Debt 341 328 312 292 268 239 206 168 124 75 20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Tax rate (%) Dividend Dividend payout (%) Balance sheet Fixed assets Deutsche Bank AG/London Capex Source: Deutsche Bank Building & Construction European Contractors 11.2 Traffic growth (%) 19 August 2011 Page 60 Figure 145: Our theoretical concession earnings model – Conservative scenario 19 August 2011 Building & Construction European Contractors Appendix 1 Important Disclosures Additional information available upon request For disclosures pertaining to recommendations or estimates made on a security mentioned in this report, please see the most recently published company report or visit our global disclosure look-up page on our 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Analyst Certification The views expressed in this report accurately reflect the personal views of the undersigned lead analyst about the subject issuers and the securities of those issuers. In addition, the undersigned lead analyst has not and will not receive any compensation for providing a specific recommendation or view in this report. Luis Prieto Bartolome/Manu Rimpela Equity rating key Buy: Based on a current 12- month view of total shareholder return (TSR = percentage change in share price from current price to projected target price plus projected dividend yield ) , we recommend that investors buy the stock. Sell: Based on a current 12-month view of total shareholder return, we recommend that investors sell the stock Hold: We take a neutral view on the stock 12-months out and, based on this time horizon, do not recommend either a Buy or Sell. Notes: 1. Newly issued research recommendations and target prices always supersede previously published research. 2. 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