Siemens' listing on a U.S. stock exchange in the spring of 2001
Siemens rigorously reorganizes – a successful start in fiscal 1999
Pierer presents the "different Siemens" at the Annual Shareholders' Meeting
Siemens has targeted a number of key strategic moves in the past fiscal year to strengthen profitability and further improve its global market position. "The implementation of current measures will culminate in Siemens' listing on a U.S. stock exchange in the spring of 2001," stated Siemens President and CEO Heinrich v. Pierer at the company's Annual Shareholders' Meeting in Munich on Thursday, February 18. Siemens will then be a "different" company, Pierer said. It will have a convincing portfolio. Decision-making will be rigorously targeted toward increasing company value. Siemens' accounting and financial reporting, converted to the U.S. GAAP standard, will be even more transparent. And the company's freedom to make acquisitions will have been substantially increased. Siemens' goal for the current fiscal year (ending September 30, 1999) remains unchanged: earnings must outpace the growth in sales – and in a double-digit amount. For fiscal 1998, an unchanged dividend of DM1.50 per five-mark share will be proposed to shareholders.
In his speech to Siemens' Annual Shareholders' Meeting – the first ever to have been broadcast live on the Internet – Pierer stressed five main points crucial to the company's future. As outlined in the "Ten-Point Program" approved in July 1998, the "different Siemens" will be characterized by an optimized business portfolio, improvements in the internal structure of the company's business segments, an updated top program, decision-making rigorously targeted on economic value added, and the consequences of a U.S. stock exchange listing.
Siemens is – and will remain – an electrical engineering and electronics company, Pierer emphasized. Supported by the spread of digitization in electronics, the components, products and systems in the various Siemens business segments are increasingly being networked. Heavy-current applications are being linked with data and communications systems. Networking is happening across all Siemens' activities. "'Siemens – the Network and Solutions Provider' would be the best comprehensive description of our business idea of the future," Pierer stated.
The main prerequisite for success is to have a leading global market position. To this end, Siemens intends to achieve number 1 or number 2 positions in over 80 percent of its business activities worldwide. The company has already reached the 60 percent mark.
Each business must prove its ability to sustain long-term profitability on its own, stressed Pierer. All businesses have – at least – to earn their capital costs. "Where they cannot achieve their goals alone within a set time limit, other solutions must be considered, including alliances and divestments," he stated.
Pierer again explained the decision announced in November 1998 to spin off the Components segment, which comprises the Semiconductors Group (HL), the Passive Components and Electron Tubes Group (PR) and the Electromechanical Components Group (EC). The semiconductors business is extraordinarily capital intensive and has absorbed a lion's share of Siemens' investment resources in recent years, Pierer said. The company must – and will – give the other Groups greater opportunities for future growth. Moreover, semiconductors is subject to extreme price cycles. The process of legally separating this business from Siemens will be completed early in the summer of 1999. The business will then be publicly listed, at the earliest shortly before the end of this year or at the beginning of next year.
In the first half of the year, a joint decision with Japan's Matsushita will be made as to how and when the highly successful Passive Components and Electron Tubes Group will be taken public. At the end of February, a decision will be made as to whether a public offering is also a suitable solution for Electromechanical Components. As an alternative, Siemens could sell the business. In addition, plans call for divesting IC Products' copper communications cables business. And a public offering of Siemens Nixdorf Retail and Banking Systems, which handles point-of-sales and self-service systems, is being considered.
The approximately 60,000 employees affected by these moves can be assured that the new companies will also offer challenging and interesting work with attractive conditions, said Pierer. Siemens has proved this with a number of major divestments in recent years. "A rigorous portfolio policy is by no means a one-way street leading only to divestments," Pierer added, referring in this connection to the acquisition of the industrial activities of Switzerland's Elektrowatt – primarily its building technology sector – and the fossil-fuel power plant business of Westinghouse. However, Siemens has not caught the merger fever, Pierer stressed. Its recent acquisitions have involved point-by-point portfolio optimizations. In addition, Siemens has improved the internal organization of its business segments. The reorganization of Siemens' Industry segment in 1997 and of its Information and Communications segment on October 1, 1998 have affected roughly two-thirds of the company.
In addition to structural changes, Siemens is also updating its top program, whose main fields are productivity, innovation and growth. Since the program's initiation five years ago, productivity gains have risen from four to around ten percent a year, registered inventions have doubled to over 6,000 a year and new orders have climbed by almost DM40 billion to nearly DM120 billion. This growth has been generated almost exclusively in Siemens' international markets. "The motto of the expanded top+ program is: clear goals, concrete measures, rigorous consequences," Pierer noted.
To boost profitability, Economic Value Added (EVA) was introduced on October 1, 1998 as the obligatory measure of management performance throughout Siemens. Now, the sole criterion of profitability is whether a business unit's earnings exceed its capital cost. Levers for increasing EVA include divesting assets that are no longer needed, reducing inventories and receivables, and pruning the business portfolio. The compensation system for Siemens' senior level management is also being coupled to EVA. If the Annual Shareholders' Meeting agrees, a stock option plan for senior managers will be set up to take effect retroactively as of October 1, 1998.
To prepare for a public listing in the U.S. in the spring of 2001, the company's accounting and financial reporting will be converted to the U.S. GAAP accounting standard by fiscal 2000. A U.S. listing will provide better access to the world's largest capital market and offer the possibility of transatlantic company takeovers using stock swaps. Pierer: "We have already mastered the globalization of our product markets. Now we intend to get into the global capital market as well."
Changes on the capital side include a number of additional measures to be proposed at the Annual Shareholders' Meeting. Shareholders will be asked to approve the redenomination of Siemens' par-value stock to no-par value stock and the conversion of its bearer stock into registered stock. They will also be asked to approve the creation of an additional Authorized Capital, increasing the capital stock by up to DM350 million without preemptive rights and enabling Siemens to acquire companies and equity stakes quickly and without tapping the stock market. No such moves are planned at the moment, Pierer noted. Shareholders will also be asked to grant authorization for stock buybacks and to approve the elimination of multiple voting rights as well as the complete elimination of preferred stock.
Pierer: "Fiscal 1998 was a year of transition, in which overall earnings performance was not satisfactory. The year was marked by outstanding individual performances in most Siemens businesses, but was also impacted by acute difficulties in some Groups as well as by high extraordinary restructuring costs." Sales climbed ten percent to DM117.7 billion and new orders six percent to DM119.6 billion. Net income before extraordinary items increased two percent to roughly DM2.7 billion. Extraordinary items posted a net negative result of just over DM1.7 billion. As of September 30, 1998, Siemens had 416,000 employees worldwide, of whom 222,000 were located outside Germany. On a comparable basis, the company's international workforce grew by 6,000. Some 3,000 new employees were hired in Germany.
Following the unsatisfactory performance of some of its individual Groups, Siemens demonstrated that it could act quickly and rigorously. Thus, Semiconductors closed the new chip plant it had opened in northeast England only last year and converted to 64-megabit production. The Group expects a substantial improvement in its earnings this fiscal year and a return to profitability next year. The new management at the Transportation Systems Group has developed a restructuring plan. This Group too should return to profitability next year.
"Figures for the first quarter of the current fiscal year put us in our targeted corridor for the year," said Pierer. "Virtually all of our operating units show improved earnings. We are making progress across a broad front." Sales jumped 16 percent to DM28.8 billion owing to large project billings. New orders increased six percent to DM31.6 billion and earnings after taxes rose 12 percent to DM639 million. The fiscal 1999 goal of having "earnings outpace the growth in sales – and in a double digit amount" can be achieved, despite less than favorable market conditions.
Pierer pointed to the rise in the Siemens share in the current fiscal year. The share has clearly outperformed the DAX since October 1, 1998 – an indication that Siemens' new path is being rewarded by the capital markets. Pierer concluded his speech with a quote from Siemens' international television advertising campaign: "We are Siemens - we can do that." |