LafargeHolcim announces Q4 and Full Year 2015 results

  • CHF 813m free cash flow drives CHF 1bn of debt reduction in fourth quarter, despite continuing challenging conditions in selected markets
  • Merger on track and integration largely completed: 2015 targets on capex, synergies and net debt were exceeded
  • More than one third of divestments secured and the remainder of the program is on track
  • 2018 targets con firmed with 2016 to show solid progress towards these objectives based on the combined effect of synergies, additional cost reductions and a strengthening pricing environment
  • Proposed dividend of CHF 1.50 per share
2015 Q4 & Full Year Figures
  Oct-Dec 2015 Jan-Dec 2015
  billion CHF ± ± like-for-like billion CHF ± ± like-for-like
Net sales 7.44 -5.9 +1.7 29.48 -6.2 +0.1
Operating EBITDA adjusted* 1.40 -15.3 -8.4 5.75 -10.7 -4.6
excluding CO2 impact 1.39 -12.9 -5.8 5.73 -9.7 -3.6
1 Operating EBITDA adjusted for merger, restructuring and other one-offs
 
  • Q4 Net Loss at CHF 2.86bn includes CHF 3 .0bn impact of asset impairment and other charges*
  • Q4 Free cash flow of CHF 813m after adjusting for one - off items of CHF 166m*
  • Net debt level at CHF 17.3bn

* Full Year Net Income and Full Year Free Cash Flow are not shown as the full year figures are not comparable due to the merger


Eric Olsen, CEO of LafargeHolcim, said: “In a challenging environment in selected markets, we have exceeded all our 2015 commitments in terms of capex, synergies, and net debt reduction. Our focus on cash flow delivered solid results in Q4. We have also made significant progress on our divestment plan, while accelerating the pace of integration across the group and cost management actions.

“Many of the key elements of the merger are now behind us. Our organization is in place; synergies will continue to gain momentum in 2016 with notably more than CHF 450 million of incremental EBITDA synergies expected for this year; and we have taken decisive actions to further adjust and streamline our costs, notably in the most difficult markets.

“Overall, we see demand in our markets growing 2-4 percent during 2016. Emerging markets will continue to grow overall, supported by their strong long-term fundamentals and despite the challenging evolution in some of these markets. Given our footprint, we are well placed to benefit from the dynamic conditions in many of our key markets.

“We expect to see the combined effect of synergies, additional cost reductions and a strengthening pricing environment driving solid progress towards our 2018 objectives. Free cash flow generation is the key measure of our value creation strategy. With strict capital allocation discipline and the maximization of our cash flow, we are committed to maintaining solid investment grade rating and returning cash to shareholders.”

2015 Q4 Highlights

Q4 results were impacted by challenges in selected markets, most notably Brazil, Switzerland, China, Indonesia, Zambia, Nigeria and Azerbaijan. Lower CO2 revenues and adverse foreign exchange movements also affected results. However, we were encouraged by positive developments in markets including the United States, Mexico, Argentina, the Philippines, Australia and the United Kingdom.

Significant progress made in integration:

  • Merger synergies ahead of plan with CHF 130 million on operating EBITDA versus CHF 100 million target in H2, of which CHF 94 million in Q4
  • Portfolio review completed; CHF 3.5 billion program of divestments is underway with confirmed deals in South Korea and Saudi Arabia. In Morocco we have signed an agreement with our partner SNI to enlarge our joint-venture by merging Lafarge Ciments Maroc and Holcim Maroc to create LafargeHolcim Maroc.

Commitments have been exceeded:

  • Capex spending in H2 in line with stated target of less than CHF 1.4 billion, representing a CHF 200 million reduction compared with previous plan of CHF 1.6 billion through more effective capex management
  • Net debt was reduced to CHF 17.3 billion, below the CHF 17.5 billion target, notably supported by capex control, solid operating cash flows and focus on working capital.

Decisive actions taken to address most challenging environments:

  • Cost management initiatives launched throughout the business, with a particular focus on countries including Brazil, China, Russia, France, Italy, Spain, and Belgium to make these markets more sustainable and competitive.

2016 Outlook

2016 will be a year of progress towards our 2018 targets. Demand in our markets is expected to grow between 2-4 percent taking into account the challenging economic headwinds in selected emerging markets that will continue. This further illustrates that our merger was an essential first step in building a new business, ready to exploit opportunities in the coming years.

This year our strategic plan will gain further momentum and in 2016 we expect:

  • Capex to remain below CHF 2 billion
  • Incremental synergies of more than CHF 450 million of operating EBITDA
  • Our pricing recovery actions and commercial excellence initiatives will demonstrate tangible results in 2016
  • Net debt expected to decrease to around CHF 13.0 billion at year end, including the effect of our planned divestment program
  • CHF 3.5 billion divestment program to be completed with more than one third already secured
  • We are committed to maintaining a solid investment grade rating and commensurate to this rating, returning excess cash to shareholders, notably with a progressive dividend policy

We reconfirm our commitment to the 2018 targets announced in November 2015.


Regional Performance Highlights

Asia Pacific:
Our full-year numbers were driven by volume growth in countries including the Philippines, Vietnam, and Australia. In Malaysia we were particularly pleased to support Petronas Refinery and Petrochemicals Integrated Development, which is just one of a number of similarly important projects we have launched in the region.

Results were affected by the deceleration of economic growth in China and, to an extent, in India. In China while the real estate market declined, the state continued to push major infrastructure projects throughout the country in ‘economic belts’ and urban development. In Indonesia delays to infrastructure projects and pressure on pricing impacted performance. Adjusted for merger and restructuring and other one-offs, operating EBITDA for the full year declined by 8.6 percent. Q4 like-for-like net sales were 2.6 percent up on 2014, but marginally lower for the full year.

Europe:
Strong growth in some markets, including the United Kingdom and Romania, showed pockets of growth remain in this challenging region.

However, performance in the region was influenced by uncertainty and depressed construction markets in several countries. Volumes were down and net sales and operating EBITDA also declined with the exception of ready-mix concrete. In this environment, we have focused on launching cost reduction actions in several markets like Russia, France, and Italy. In parallel, we have focused on the most value adding market segments, in line with our customer focus strategy. For instance we were pleased to be selected as a construction partner for the renewal of Bordesholm Highway between the Hamburg-Northwest and Bordesholm intersections in Germany. Adjusted for merger, restructuring and other one-offs, operating EBITDA for the full year declined by 8.7 percent. Q4 like-for-like net sales were down 1.2 percent, and 2.4 percent over the full year versus 2014.

Latin America:
The Group performed well in large parts of the Latin American market, but was significantly impacted by the deteriorating economic situation in Brazil. Mexican infrastructure projects had a positive effect, and Argentina experienced a stabilisation of economic activity over the course of 2015. 

However, Brazil, the region’s largest economy, saw continued shrinkage in the construction sector and an impact on its trading partners in the region. We continued to focus more strongly on customer excellence measures in various markets building also on its established retail approach. 

We were delighted to be appointed as materials partner for the Bacata Skyscraper in Colombia.

Adjusted for currency effects, net sales in the region increased by 2.8 percent in 2015 to CHF 3,241 million driven by better performance in Mexico, Argentina, and Colombia, while operating EBITDA decreased 2.4 percent to CHF 876 million mainly driven by declines in Brazil. Adjusted for merger, restructuring and other one-offs, operating EBITDA was stable for the full year. Overall, like-for-like net sales grew in Q4 (up 1.3 percent) 

Middle East Africa:
Middle East Africa showed mixed growth. Some of the Group region’s markets were impacted by lower demand, resulting from lower oil and commodity prices while other countries such as Kenya and Algeria recorded strong performances. We were pleased to be appointed as materials partner to the Grande Mosque Project in Algeria.

Broadly, oil exporters struggled with low prices while importing nations benefitted. Performance in Egypt was strong with economic tailwinds at the start of the year and increased infrastructure activity, while Nigeria’s increased urbanization helped sales. Regional political instability affected markets in Jordan, Syria and Iraq. Overall, cement and aggregates volumes in the Group region rose in 2015.

Overall, like-for-like net sales grew for Q4 (up 3.7 percent) and the FY (1.9 percent) versus 2014 to CHF 4,536 million and operating EBITDA decreased by 7.5 percent to 1,276 million. Adjusted for merger, restructuring and other one-offs, operating EBITDA declined 4.6 percent for the full year.

North America:
LafargeHolcim posted solid results in North America as a result of both the continuing recovery in the United States as well as successful price management and cost optimization.

Cement and aggregate volumes increased as a whole across the US and in Eastern States of Canada, offset partially by reduced demand in some regions (such as Western Canada and Texas) where oil and commodity investments were under pressure, and as a result of divestments in some states. Large projects in this region included the St Croix Crossing in Minnesota, and the MGM Casino in Washington, D.C.

Financial performance increased markedly thanks mainly to the United States as well as an overachievement on synergy realization, with the US posting a double-digit increase in operating EBITDA, mainly due to active cost, price and margin management.

Overall, like-for-like net sales grew for Q4 (up 3.1 percent) and the FY (5.4 percent) versus 2014 while operating EBITDA adjusted for merger, restructuring and other one-offs rose 12 percent for the full year.

Divestments
As part of the announced CHF 3.5 billion divestment program, the group has already made significant progress and today announces that it has signed agreements for attractive values to divest its stake in its operations in South Korea and Saudi Arabia and enlarge its partnership in Morocco with SNI.

  • Morocco
    Consecutive to the LafargeHolcim merger, the Group has signed an agreement with SNI, its historical partner in Morocco, to enlarge our joint-venture by merging Lafarge Ciments Maroc and Holcim Maroc to create LafargeHolcim Maroc. Upon realization of this merger, LafargeHolcim and SNI would own a 64.7 percent stake in the new leading company in the Moroccan building materials market. Leveraging the complementarity of the two networks, the new group will benefit from combined positions in concrete, aggregates and a unique distribution platform to provide value-added products and solutions across the country. The new group foresees a synergy potential of CHF 45 million on a run rate basis, to be realized over two years.

    Beyond Morocco, building on the long-lasting partnership in Morocco and their complementary extensive experiences in Africa, LafargeHolcim and SNI also agreed to create a common platform in French-speaking Sub-saharan Africa.

    The transactions are expected to close in the third quarter of 2016 and are subject to relevant regulatory authorities’ approval, customary closing conditions and the approval of the shareholders of Lafarge Ciments Maroc and Holcim Maroc to merge the two companies. LafargeHolcim and SNI also intend to propose to the AGM of the new combined entity in Morocco the payment of an exceptional dividend out of the merger premium to optimize the balance sheet structure of the new group. The realization of the different operations would result in a net debt reduction of CHF 0.6 billion at LafargeHolcim level, before impact of the exceptional dividend.
  • South Korea
    The Group has signed an agreement with a consortium of private equity funds Glenwood and Baring Asia for the divestment of Lafarge Halla Cement in South Korea for an enterprise value of KRW 560 billion (approximately CHF 465 million). This transaction is expected to close in the course of the second quarter 2016 and is subject to customary closing conditions. Lafarge Halla Cement is one of South Korea’s leading cement producers operating one integrated cement plant with an annual cement capacity of 8.3 million tonnes, a distribution network across the country, and has around 500 employees.
  • Saudi Arabia
    The Group has signed an agreement for the divestment of the Group’s 25 percent participation in Al Safwa Cement Company in Saudi Arabia to El-Khayyat Group for total proceeds of CHF 131 million. This transaction is expected to close in the course of the third quarter 2016 and is subject to customary closing conditions.

Impairments:
In the context of the deployment of the synergy action plans, the completion of our first portfolio review and the progress on the purchase price allocation exercise, the Group has recorded a one-off non-cash charge of CHF 3.0 billion related to asset impairments and other charges in Q4. These non-cash charges are mainly a consequence of the changing market conditions in Brazil, Russia, Iraq and China as well as assets closed or mothballed as a result of the post-merger portfolio review.

One-off costs:
Q4 merger, restructuring and other one-off costs were at CHF 407 million, of which a total of CHF 182 million was incurred to implement synergy action plans including restructuring activities.

Financial interest:
Q4 financial expenses of CHF 392 million include CHF 20 million of finance synergies where the implementation is ahead of schedule. 

Tax:
Q4 effective Income Tax rate is significantly impacted by non-tax deductible impairments. Q4 income  tax expense amount includes CHF 234 million.

Net financial debt
The decrease in net financial debt of CHF 1 billion in Q4 is mainly a result of the cash generated from the operations, notably through a reduction in Net Working Capital due to both seasonality and active management.

Group key figures

Group - Pro Forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 255.7 255.2 +0.2 +0.2
Sales of aggregates million t 292.2 293.7 -0.5 -0.5
Sales of ready-mix concrete million m³ 56.8 57.7 -1.4 -1.4
Net sales million CHF 29,483 31,437 -6.2 0.1
Operating EBITDA million CHF 4,645 5,986 -22.4 -17.6
Operating EBITDA adjusted* million CHF 5,751 6,438 -10.7 -4.6
Operating EBITDA margin   15.8 19.0    
Operating EBITDA margin adjusted*   19.5 20.5    
Cash flow from operating activities million CHF 2,550 3,135 -18.7 -19.2
1 Excluding merger, restructuring and other one-offs
 
Group - Pro Forma Information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 66.5 63.4 +4.8 +4.8
Sales of aggregates million t 75.8 73.7 +2.9 +2.9
Sales of ready-mix concrete million m³ 14.3 14.2 +0.8 +0.8
Net sales million CHF 7,441 7,912 -5.9 +1.7
Operating EBITDA million CHF 988 1,474 -33.0 -26.9
Operating EBITDA adjusted* million CHF 1,395 1,647 -15.3 -8.4
Operating EBITDA margin   13.3 18.6    
Operating EBITDA margin adjusted*   18.8 20.8    
Cash flow from operating activities million CHF 1,560 1,774 -12.0 -8.2
1 Excluding merger, restructuring and other one-offs
 

Key figures per Group region

Asia Pacific - Pro forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 123.1 122.2 +0.8 +0.8
Sales of aggregates million t 34.8 34.2 +1.8 +1.8
Sales of ready-mix concrete million m³ 15.9 16.0 -0.2 -0.2
Net sales million CHF 9,048 9,512 -4.9 -1.7
Operating EBITDA million CHF 1,486 1,719 -13.5 -10.6
Operating EBITDA adjusted* million CHF 1,565 1,769 -11.5 -8.6
Operating EBITDA margin   16.4 18.1    
Operating EBITDA margin adjusted*   17.3 18.6    
Cash flow from operating activities million CHF 1,058 1,033 +2.4 +3.7
1 Excluding merger, restructuring and other one-offs
Asia Pacific - Pro forma information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 33.0 31.1 +6.2 +6.2
Sales of aggregates million t 9.4 8.4 +11.8 +11.8
Sales of ready-mix concrete million m³ 4.1 4.2 -3.1 -3.1
Net sales million CHF 2,363 2,448 -3.5 +2.6
Operating EBITDA million CHF 357 424 -15.8 -9.5
Operating EBITDA adjusted* million CHF 400 456 -12.4 -6.5
Operating EBITDA margin   15.1 17.3    
Operating EBITDA margin adjusted*   16.9 18.6    
Cash flow from operating activities million CHF 495 472 +5.0 +7.4
1 Excluding merger, restructuring and other one-offs
Europe - Pro forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 42.1 44.2 -4.7 -4.7
Sales of aggregates million t 123.0 124.4 -1.1 -1.1
Sales of ready-mix concrete million m³ 18.7 18.5 +0.9 +0.9
Net sales million CHF 7,356 8,367 -12.1 -2.4
Operating EBITDA million CHF 1,089 1,455 -25.2 -17.6
Operating EBITDA adjusted* million CHF 1,264 1,537 -17.8 -8.7
Operating EBITDA margin   14.8 17.4    
Operating EBITDA margin adjusted*   17.2 18.4    
Cash flow from operating activities million CHF 503 610 -17.5 -15.7
1 Excluding merger, restructuring and other one-offs
Europe - Pro forma information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 10.2 10.4 -1.6 -1.6
Sales of aggregates million t 30.9 30.4 +1.6 +1.6
Sales of ready-mix concrete million m³ 4.7 4.4 +6.1 +6.1
Net sales million CHF 1,783 1,946 -8.4 -1.2
Operating EBITDA million CHF 225 350 -35.6 -32.0
Operating EBITDA adjusted* million CHF 304 372 -18.4 -11.7
Operating EBITDA margin   12.6 18.0    
Operating EBITDA margin adjusted*   17.0 19.1    
Cash flow from operating activities million CHF 228 261 -12.6 -11.6
1 Excluding merger, restructuring and other one-offs
Latin America - Pro forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 27.9 28.2 -1.2 -1.2
Sales of aggregates million t 7.9 10.6 -25.7 -25.7
Sales of ready-mix concrete million m³ 7.3 7.8 -6.7 -6.7
Net sales million CHF 3,241 3,540 -8.4 +2.8
Operating EBITDA million CHF 876 949 -7.7 -2.4
Operating EBITDA adjusted* million CHF 907 964 -5.9 0.1
Operating EBITDA margin   27.0 26.8    
Operating EBITDA margin adjusted*   28.0 27.2    
Cash flow from operating activities million CHF 298 353 -15.7 -21.5
1 Excluding merger, restructuring and other one-offs
Latin America - Pro forma information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 6.7 7.1 -5.8 -5.8
Sales of aggregates million t 2.0 2.4 -14.2 -14.2
Sales of ready-mix concrete million m³ 1.8 1.9 -4.6 -4.6
Net sales million CHF 784 892 -12.0 +1.3
Operating EBITDA million CHF 197 236 -16.5 -12.3
Operating EBITDA adjusted* million CHF 217 249 -13.0 -7.0
Operating EBITDA margin   25.2 26.5    
Operating EBITDA margin adjusted*   27.6 28.0    
Cash flow from operating activities million CHF 96 180 -46.7 -50.3
1 Excluding merger, restructuring and other one-offs
Middle East Africa - Pro forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 43.4 42.9 +1.0 +1.0
Sales of aggregates million t 11.2 10.6 +5.9 +5.9
Sales of ready-mix concrete million m³ 5.6 5.9 -5.8 -5.8
Net sales million CHF 4,536 4,969 -8.7 +1.9
Operating EBITDA million CHF 1,276 1,562 -18.3 -7.5
Operating EBITDA adjusted* million CHF 1,362 1,611 -15.4 -4.6
Operating EBITDA margin   28.1 31.4    
Operating EBITDA margin adjusted*   30.0 32.4    
Cash flow from operating activities million CHF 964 990 -2.6 +10.1
1 Excluding merger, restructuring and other one-offs
Middle East Africa - Pro forma information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 11.3 10.2 +10.8 +10.8
Sales of aggregates million t 2.8 2.4 +14.8 +14.8
Sales of ready-mix concrete million m³ 1.4 1.4 +0.2 +0.2
Net sales million CHF 1,077 1,196 -10.0 +3.7
Operating EBITDA million CHF 210 350 -40.1 -28.3
Operating EBITDA adjusted* million CHF 271 363 -25.4 -12.9
Operating EBITDA margin   19.5 29.3    
Operating EBITDA margin adjusted*   25.2 30.4    
Cash flow from operating activities million CHF 320 189 +69.6 +94.2
1 Excluding merger, restructuring and other one-offs
North America - Pro forma information
    Jan–Dec
2015
Jan–Dec
2014
± ± like-for-like
Sales of cement million t 21.8 20.9 +4.2 +4.2
Sales of aggregates million t 115.3 113.8 +1.3 +1.3
Sales of ready-mix concrete million m³ 9.3 9.4 -1.0 -1.0
Net sales million CHF 5,678 5,418 +4.8 +5.4
Operating EBITDA million CHF 1,121 1,046 +7.2 +8.2
Operating EBITDA adjusted* million CHF 1,183 1,065 +11.1 +12.0
Operating EBITDA margin   19.7 19.3    
Operating EBITDA margin adjusted*   20.8 19.7    
Cash flow from operating activities million CHF 651 535 +21.8 +26.4
1 Excluding merger, restructuring and other one-offs
North America - Pro forma information
    Oct-Dec
2015
Oct-Dec
2014
± ± like-for-like
Sales of cement million t 5.8 5.4 +6.9 +6.9
Sales of aggregates million t 30.7 30.0 +2.1 +2.1
Sales of ready-mix concrete million m³ 2.4 2.3 +2.8 +2.8
Net sales million CHF 1,501 1,500 +0.1 +3.1
Operating EBITDA million CHF 282 299 -5.6 -2.0
Operating EBITDA adjusted* million CHF 326 302 +8.1 +11.6
Operating EBITDA margin   18.8 19.9    
Operating EBITDA margin adjusted*   21.7 20.1    
Cash flow from operating activities million CHF 555 569 -2.6 -0.7
1 Excluding merger, restructuring and other one-offs

 

This media release represents the Group 2014 and 2015 results as if the merger of Lafarge and Holcim had occurred on January 2014, excluding divestment companies (also anticipated in 2015), but including UNICEM Nigeria, Bangladesh, Shui on Cement and Shuangma China.

For the purpose of the proposed merger, the 2014 pro forma information that was included in the Registration Document registered on May 11, 2015 reflected only the effect of the merger Lafarge/Holcim and its direct consequences (notably the divestments to CRH) as known at that time. Now with the merger completed, the pro forma financial information included in this report’s Shareholders’ Letter, in addition to the merger and the latest changes in the scope of the divestments achieved in the context of the merger Lafarge/Holcim, also reflects the impact of the reclassification of merger related and restructuring costs, the deconsolidation of the Australian business operated under a joint-venture and the effect of the divestments achieved over the course of 2014 and 2015 initiated or completed by Lafarge. These figures do not take into consideration any purchase price accounting impact on operating EBITDA which will mainly come from inventory valuation.

The unaudited pro forma numbers that were previously published in order to provide meaningful like-for-like analysis of the business were reviewed. Some inconsistencies were identified with respect to scope and classification of prior periods and these have been corrected. Operating EBITDA 2014 has been amended by CHF -57m (Oct-Dec 2014: CHF -63m) to correctly reflect scope changes. In addition, cash flow from operating activities July-Sept 2015 has been corrected by CHF 293m through reclassification of certain debt holder transactions to financing activities. The Audited Financial Statements are not impacted.

 

Additional information

The analyst presentation of the results and the annual report 2015 are available on this website.

The financial statements based on IFRS can be found at: http://reports.lafargeholcim.com/2015/annual-report/

 

About LafargeHolcim
With a well-balanced presence in 90 countries and a focus on Cement, Aggregates and Concrete, LafargeHolcim (SIX Swiss Exchange, Euronext Paris: LHN) is the world leader in the building materials industry. The Group has 100,000 employees around the world and combined net sales of CHF 29.5 billion in 2015. LafargeHolcim is the industry benchmark in R&D and serves from the individual homebuilder to the largest and most complex project with the widest range of value-adding products, innovative services and comprehensive building solutions. With a commitment to drive sustainable solutions for better building and infrastructure and to contribute to a higher quality of life, the Group is best positioned to meet the challenges of increasing urbanization.

 

Important disclaimer - forward-looking statements:
This document contains forward-looking statements. Such forward-looking statements do not constitute forecasts regarding results or any other performance indicator, but rather trends or targets, as the case may be, including with respect to plans, initiatives, events, products, solutions and services, their development and potential. Although LafargeHolcim believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions as at the time of publishing this document, investors are cautioned that these statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are difficult to predict and generally beyond the control of LafargeHolcim, including but not limited to the risks described in the LafargeHolcim's annual report available on its Internet website (www.lafargeholcim.com) and uncertainties related to the market conditions and the implementation of our plans. Accordingly, we caution you against relying on forward looking statements. LafargeHolcim does not undertake to provide updates of these forward-looking statements.