Earnings Transcript for VNA.DE - Q4 Fiscal Year 2023

Operator: Ladies and gentlemen, welcome to the Vonovia SE Full Year Results 2023 Analyst and Investor Conference Call and Live Webcast. I am Sandra, the Chorus Call operator. I would like to remind you that all participants are in listen-only mode and the conference is being recorded. The presentation will be followed by a question-and-answer session. [Operator Instructions] The conference must not be recorded for publication or broadcast. At this time, it's my pleasure to hand over to Rene. Please go ahead.

Rene Hoffmann: Welcome everybody to our call. You will all have had a chance to download the presentation. If not, you'll find it as always on our website. Rolf and Philip will now present the results and, of course, will allow for enough Q&A at the end of the call. There's a few things to unpack, but I'm confident that after this call, you will agree that it is not complicated only more transparent and all the ingredients are there. With that, let me hand you over to Rolf.

Rolf Buch: So thank you very much, Rene. Welcome also from my side. And before we jump into the presentation, I would like to start with a preface on Page 4 to frame the discussion and to put things into context. As you probably remember, in our earnings call in May '22, at the beginning of a different time for our sector and for Vonovia, we made several adjustments and they all had a common theme. We would prioritize cash generation over profitability to strengthen our balance sheet. Of course, this decision does not come for free. The decision was to sell assets and develop -- for example, develop and sell activity without a margin. So now we cannot complain that the margin is missing. We have been successful with our cash generation for a total amount of €5 billion in 2023, but this cash generation has come under the expenses of earning growth. It was the right decision to take even though it was clear that the non-rental segment, the value add, recurring sales and the development to sell would be underperforming as a consequence of our preference for liquidity over profitability. So it should not come to you and to us as a surprise that the total adjusted EBITDA and the group FFO are below prior year numbers. The largest segment by far, the rental segment, continues to perform strongly and is increasingly supported by the relevant long-term mega trends. Given the rule based nature of our markets, stronger rents take some time to materialize, but it is obvious that the rental segment has a rock solid and a visible upward trajectory. The gross value decline since peak values in June '22 is more than 21%. This has been mitigated by accretive modernization projects and rent growth to a net effect of 14%. This magnitude of losses puts pressure on our LTV, but thanks to our disposal efforts, our pro-form a LTV stands at 46.7% instead of almost 51% which would be the number if you would assume no disposals in '23. Don't get me wrong, 46.7% is still too high and our work is not yet done. But it should be evident that we are willing and able to fight in a meaningful way against the trend. So, '23 was not easy and the financial results will not be ranked high in Vonovia's history book. But we did faithfully execute on the key priorities which we have set in summer 2022 and we will continue on this path until our debt KPIs are safely back in the right ranges to protect our current rating and for us to be able to think about playing offense again. And with this, let me start with the actual presentation and that begins with the highlights on Page 5. First, the '23 result. Organic rent growth was 3.8% and there is an additional irrevocable rent increase claim of 1.8% that will be implemented after '23. There will be more color on this number later in the presentation. So, all going well in the rental segment. Impacted by the underperformance of the other segments, total adjusted EBITDA was down 4% and group FFO was down 9.3%. The total value decline in '23 was 10.8% of which 6.6% came in H1 and another 4.2% in H2 negatively of course impacting the apparent NTA. The total sales volume in '23 was €4 billion and of €3.3 billion of them are already recorded in the 2023 accounts. We will propose a dividend of €0.90 for the financial year 2023 to our AGM in May. As was the case in the last 7 years, we will offer your shareholders the choice between cash and scrip. Second, leverage and financing. Our LTV pro-forma of all disposal signs in '23 was 46.7%. The pro-form a net debt to EBITDA was 15.3x and the ICR was 4x. We rolled a total of €900 million secured loans last year and raised €2.5 billion in new secured and unsecured bank loans. We also extended our recurring cash flow facility in unchanged terms. And finally to wrap up the 2023 highlights, we are excited to report that the internal investigation into the fraud allegations against former employees has been completed. It confirms our initial assessment that this had no material impact on Vonovia and that there are no indication that tenants suffered any damage. We are now examining to take legal actions for damages against involved party and we will be very resolute about it, believe me. Moving to the right side on Page 4 and starting with our outlook on '24, it is obvious to us that the value decline is losing steam and while the transaction market remains still challenging, we are seeing signs of improvement and believe that there is a good chance for a turnaround of the course in 2024. I'm happy to confirm our disposal target for 2024 of €3 billion. This is an internal target we have set ourselves to stabilize our LTV and it exceeds what rating agency expect from us to protect our current rating. Disposals could include not only plain vanilla asset deals, but also other type of transactions. As we said before, we do not see any chances for another copycat of the Apollo structure to venture and this view has not changed. However, we explicitly do not rule out other intelligent transactions to the extent that they are beneficial to our shareholders. We are very pleased with the two non-euro bond transactions, we have done at the beginning of this year, which gave us an arbitrage over the euro market and allowed us to further diversify our funding sources. There is a more detailed guidance page later in the presentation but I do want to mention our rent cost guidance for this year, which is 3.4% to 3.6% organic rent cost and more than 2% of additional rent increases claim that will be implemented later after '24. There have been a lot of discussions around group FFO before and after minorities about cash flow versus earning numbers and much more. At the end of the day and at the end of long discussions over years with you, one thing has become now crystal clear to us. Group FFO is no longer the right metric to run the business. We have therefore decided to discontinue group FFO and to start reporting one clean earning metric and one clean cash flow metric starting in Q1 '24. The adjusted EBITDA and the free operating cash flow will allow shareholders to better understand and measure Vonovia's earnings and cash flow generation, which is more important today than it was ever before. Of course, without a group FFO there is no longer a basis for our current dividend policy. We have therefore also implemented a new dividend policy. We intend to pay 50% of adjusted EBT plus surplus liquidity from operating free cash flow after accounting for the equity contribution to our yielding investment program. Shareholders shall be offered the choice between cash and scrip dividend. The new policy is robust across the cycle and prevents dividend payout backed by yield compression. It is much more resilient to adverse macro environments and assures a fully organically funded dividend that adequate accounts for all cash leakage and proper investment funding. So now let's go down to the individual charts on '23. Let's start with the '23 performance review on Page 6, which was the most relevant last year, our disposals. At the end of the year, we have come to a total of €4 billion, which is twice the amount we have originally guided. €3.3 billion of that are already recorded in the ‘23 financial accounts. With that, we have been by far the most active player accounting for more than half of the transaction activities in the German market. Our disposal success in 2023 gives us confidence that we continue -- that we can continue on our path. We will do so with the same patience as we try to sell the right assets in the right deal structure to the right owners at the right time at a point in time. And with this over to Philip.

Philip Grosse: Thanks, Rolf, and also warm welcome from my side. Let's move to Page 7, the segment overview. Rolf already gave you the punch line. Our rental EBITDA was up 6.6%, but the other segments underperformed also as a result to our decision to prioritize cash over earnings. If you look at the four year average between 2019 and 2022, the non-rental segments accounted for 18% of the total EBITDA in '23 that number was only 8%. Put it differently, our earnings in the non-rental segments were down €200 million compared to a more normal level we have seen in prior years. Of course, you are right when you think that this was not purely driven by our decision to focus on liquidity. Clearly, the market environment played a role, but this environment is changing. Our investment program is increasing, so is our green energy generation capacity and this is supportive of our value add business. Condominiums as you know have increasingly scarcity value and the numbers we are seeing are clearly moving in the right direction. The development to sell segment provides us with the ability to build a product that is desperately needed, probably still not a walk in the park in 2024, but here too it is obvious to us that the widening of the supply demand imbalance will support this business medium-term and help it return to a more normalized level with a growing contribution towards profitability in the foreseeable future. Page 8 is to acquaint you with two changes we have made to EBITDA reporting. If you look at our 2023 Annual Report, this is the reporting structure you will find. The page before was an apple to apple comparison to our guidance and 2022 reporting. So what are the changes? First, the nursing business has been classified a discontinued operations as Deutsche Wohnen expects the majority of the business to be precise around 2/3 to be sold in 2024. As a consequence, nursing is no longer reported as a management segment but outside of the core segments. A small part of the asset portfolio with a segment revenue of €23 million and the remaining €300 million of fair value for which the disposal is not expected within the current year that was reclassified into the rental segment. And second, the earnings contribution from development to hold has been excluded from the development segment. All earnings contribution from development to hold which accounted for roughly €15 million in the last year are recognized in the valuation result and therefore outside of the adjusted EBITDA. This change ensures alignment with the IFRS standard on fair value measurement of investment properties. As a consequence, the consolidation line item now only includes intra group profit losses in relation to our value add business. In my view, it makes things easier to digest as intra group profits between two segments as it relates to the development business are not any longer accounted for in the EBITDA number. Now let's run through the different segments and start with rental on Page 9. While the portfolio was marginally smaller than in 2022 rental revenue was up 2.1%. On the expense side maintenance well under control with minus 4% and the synergies from Deutsche Wohnen transaction helped us to cut operating expenses fairly significantly by almost 13% and that was the key driver to operational profitability. Our EBITDA operations margin in Germany is now close to 81% and the cost per unit is down to €318. On to the key operating figures and that is on Page 10. Year-on-year organic rent growth in '23 was at 3.8% and you can see how the market driven rent growth has more than doubled. This shows how market rents are actually picking up. The low fluctuation rate has two sides to it. Low fluctuation is a good indicator because it confirms tenant satisfaction which is a positive at least in the long run. At the same time, low turnover is not exactly helpful in the context of rent growth from reletting. So unfortunately, the direction of travel is currently not in our favor, because it impacts the speed at which we can capture the rental upside. The fluctuation in 2023 was just shy of 8%. This is the lowest level we have ever recorded to put it into context fluctuation was around 11% at the time of the IPO, a very substantial difference. Vacancy rate 2% unchanged compared to the last year, but also unsurprising I would add as the imbalance between supply and demand keeps shifting even more in favor of those who have the supply. Rent collection remains extremely high and we also view that as a reliable indicator for affordability. To be clear, these numbers include not just the net cold rent, but also all the ancillary costs and including heating costs. As a side note, the number of tenants who reach out to us in the context of our hardship management has been steadily declining since 2021, which is another good indicator that actual affordability differs from the public narrative. And let me say a few more words on affordability because it remains to seem to be a concern among some investors. Facts actually do tell a very different story from the public narrative which keeps suggesting that rents are becoming unaffordable. We've put together some data and for those who are interested have a look at Page 66 in the appendix. In a way, whatever way you look at it rents in our portfolio remain very affordable especially compared to most metropolitan areas outside Germany. Of course, there are always exceptions and some people do struggle but for those cases we have our hardship management. Here too, however, the number of tenants applying for is coming down as mentioned. And finally, maintenance you can see how we have been managing capitalized maintenance downward with a view towards optimizing our liquidity. Moving on to Page 11 on the EBITDA from value add. The EBITDA decline is largely driven by the challenges in our craftsman organization. It's a direct result of our reduced investment volume further pressure came from increased cost for material and energy. Compared to the full year average between 2019 and '22, the adjusted EBITDA in 2023 was down 27%. So you get an idea about the catch up potential in a more normalized environment. The reorganization process by the way for our craftsman organization is well underway and we will get this back on track in the running year. Increasing investment volumes at attractive returns are, of course, a helpful ingredient. On the positive side, external revenue was up and mostly driven by energy and photovoltaic installations. You might be interested in Page 45 in the appendix, where you can see our PV targets. We are well underway and have now brought forward our target of 300 megabit peak already by 2026. This will be a higher capacity than the 190-megawatt peak in Germany's largest solar plant in Brandenburg, so quite a sizable number. Page 12 for recurring sales. We sold 1,590 units in that business with a fair value step up of 33%. 40% of that volume interestingly came in Q4 alone, which is probably indicative of the positive momentum we have in this segment. We are definitely seeing more interest in this product as condos I mentioned that before have a scarcity value. EBITDA contribution in 2023 was more than 40% below the average of the previous four years. A simple back of the envelope calculation suggests some €50 million of more EBITDA, if we manage to come back to the level of around 2,500 units per year at normalized margins. For now, however, we focus on this segment on cash generation over price optimization. So not so much a topic for the running year in terms of additional profitability. And finally, the development segment on Page 13. As I pointed out earlier Development to Hold is no longer part of this segment, but recognized in the valuation result and therefore outside the adjusted EBITDA. In a market where you have a shortage of the product, development continues to be a very attractive business. After all, we had a gross margin of almost 14% last year. The main problem really was the very low volume. Given the market fundamentals, however, we also see this segment making a return in a more normal environment. The planned special depreciation law and the KfW Help to Buy schemes are expected to provide further support on the demand side. Page 14 on valuation. And here judging by the conversations we have had in recent weeks and months, this might be one of the most anticipated slides of the deck. I'm not sure the outcome is very surprising though. In line with our expectations, the value decline is slowing down. After H1 with 6.6%, we saw another 4.2% in H2 for a combined value decline of 2.8% in 2023. This puts the portfolio at a 24.2x net cold rent multiple or 4.1% gross yield. Those numbers are of course on the basis of rent levels today not tomorrow further down the road. And to show you what I mean, if you take the 4% gross yield in our German portfolio that is essentially based on an in place rent -- total in place rent of €2.8 billion. If you take comparable market rents from Empirica, value AG in terms of long-term upside, this is almost €900 million higher that translates into a long-term reversionary yield of almost 5.5%. If you look at the chart on the lower left hand side, you see how the gross value decline since peak in June '22 now comes to 21.2%. Rolf already mentioned that rent growth and accretive modernization investments have seen a net impact or has resulted in a net impact of 14% in our book. And for those who view this more in terms of yields and discount rates, we have seen about 70 basis points of yield expansion and around 90 basis points increase in the discount rate, the latter capturing the higher market rent growth trajectory. On Page 15, we have put together some clippings from market observers to support that view that we have of a stabilizing environment and an improving sentiment in the residential market. I think no point in reading them out, but the tonality of all of them is pretty clear. Things are well slowly getting better. Page 16, the NTA probably not so much a focal point as it used to be but of course still a relevant KPI to us. Year-on-year we saw a decline of 18.5% per share mostly driven by the value decline of our investment properties and that puts the shares at a discount of 43%, if I look at last night's closing price, looking at today price, it has even expanded further. Let's talk about our investment program and that is on Page 17. As you are aware, our yielding investment program includes three buckets

Rolf Buch: Thank you, Philip. This takes us to the second part of today's presentation and it starts with our disposal targets of this year and the market assessment on Page 26. We said in our nine months call, our goal for this year is to sell €3 billion in '24. This target is more ambitious than what rating agency expect from us to safeguard our current rating. Primary, these disposals are expected to come from different buckets of assets that are meant to be sold anyway. So the non-core, the development to sell, the recurring sales and the nursing. Please note that the fair value amounts shown on the different buckets are based on our portfolio clusters, especially the MFR and the recurring sales buckets are by far definition quite long-term. So please do not confuse these amounts with an overall sales target for whatever period. The point of the chart is to show that we have various buckets with different products and enough assets to make us confident that we can achieve €3 billion in this year. In addition to these five buckets, we are also looking at additional opportunistic disposals opportunities on the remaining portfolio. This should include, but not only include but not plain -- or not only plain Vonovia asset deals, but also other type of transaction. As we said before, we do not see any chance for another copycat of the Apollo structure, JV and we have explained why, and this view has not changed. However, we explicitly do not rule out other intelligent transactions to the extent that they are beneficial to our shareholders. We can all agree that selling €3 billion will not be a walk in the park. However, the transaction market is improving and the main reason that take us confident are shown on the left hand side. Better macro backdrop, accelerating rental growth, initial interest rate shock of buyers is veering off, reservation numbers for condos are improving and are back on the level before the crisis. Interest and engagement including foreign money are improving and of course our own track record and M&A expertise and not to forget the supply demand gap is widening and we own an increasing scarce asset type. The chart on the right hand side is interesting. This is JLL research data and it only includes JLL affiliated transaction. But given JLL meaningful role in the market, it is probably safe to assume that the general trend overall is not so different. So while the number of large transaction has declined by around 50% and more, this number of small deals below the general order scheme has fallen only by '22 and therefore much less than the larger headline transactions. Of course, the overall volume was lower than in the past, but this market is still vivid. Allow me to explain the organic renting course in connection with the additional rent increase claim. This is Page 27. So local comparable rent, so OVM in Germany is determined by the Mietspiegel in most locations. It defines the rent level in euro per square meter that landlords are allowed to charge for the specific apartment. The timing for implementation of this rent growth in accordance with the OVM is subject to the Kappungsgrenze. This is a maximum increase of 15% or 20% in some markets over three years. The recent allocation in OVM course now has created a broad wave of rent growth that comes with a delayed implementation. We call this additional irrevocable rent increase claim. This is a staggered rent increase that is guaranteed by law and linked to each specific apartment and standard. The relevant maximum mix bigger OVM level is already marked in our SAP operating system and the remaining step up will be automatically implemented immediately after the restriction periods have lapsed. Please note that reported percentage value of the additional renewable rent increase claim refers to the total cumulative value of the representative point in time that will be realized in a subsequent year. For the end of '23, this number was 1.8% and we expect it to grow to more than 2% by the end of this year. And with this back to Philip.

Philip Grosse : Yes. Rolf already gave a sneak preview, if you will on the new KPIs that we will introduce starting this year. We are now on Page 28, by the way on the presentation. And let me give you some additional context to our decision and that point which has been usually discussed in the run up to today's call. We made certain adjustments in response to the changed environment including the revised capital allocation, a stronger focus on cash flow generation and the implementation of the joint venture structures. And as the direct consequences of these actions, it has become very clear to us that our leading financial KPI, the group FFO is no longer adequate to manage the business or to reliably manage our performance. Group FFO used to be the best proxy for recurring cash earnings, but at the end of the day it's a hybrid metric that has both earnings and cash flow elements. The most striking examples are that it excludes the cash flow benefit from recurring sales and that it excludes the cash flow element from the development to sell business. And last but not least also the cash leakage from capitalized maintenance. And we have therefore decided to retire the group FFO and replace it with the adjusted EBT to measure earnings and with the operating free cash flow as a new KPI to measure liquidity generation from our core business to fund investments, but also distribution to shareholders. And on the next slide, I will give a bit more color on that. Moving to Page 29, here we show you the group FFO and the new adjusted EBT in a side-by-side comparison. And as you can see they're both based on the adjusted EBITDA. So the starting point has not changed. The difference in the adjusted EBT compared to the Group FFO is highlighted in gray and it basically includes 3 line items. First, the adjusted net financial result. This is essentially the same as previous FFO interest expenses, but has in my view the big advantage that you can fully reconcile that number to our IFRS numbers. So it's more transparency, which hopefully results in more robustness credibility of the number. Depreciation is the adjusted EBT is an earnings number. We do not account for depreciation to the extent it relates to the impairment charges from wear and tear. To be very clear here, of course, the asset base will continue to be valued at fair value like in the past. And the last item consolidation, since the development segment now only includes Development to Sell earnings, there is no need to show any consolidation effect in this line item. Again, I think it's increased transparency. The only element left is the deduction of intra group profit or the addition of intra group losses from the value add segment. I clearly consider the adjusted EBT superior to the FFO measure because it's a transparent non-GAAP measure that allows full reconciliation with our IFRS numbers and it's the most adequate metric to determine enterprise value. As you can see in the 2022 and 2023 numbers, the adjusted EBT is not radically different from the Group FFO, but the calculation provides a better measurement of our recurring earnings capacity across different segments. You can also put it slightly different. What we are essentially doing is swapping depreciation with income taxes. And if you make the math, the EBT is structurally roughly €100 million higher than our discontinued Group FFO. To be also very clear, we give guidance on the tax. You see that later in the slide deck 3% to 5% translates into roughly €130 million of cash taxes for our operational business. On top, you certainly will see some additional taxes predominantly driven by recurring sales, which we do not guide as it's entirely depending on the volume and the type of assets and the type of company in which that asset is being held we actually do sell. So more challenging to give precise numbers on that. Page 30, we show how to calculate the operating free cash flow. This is a new metric and so far that we had no internal KPI to measure the full cash flow performance of our core business. Again, this is in my view, a very significant step to increase transparency. In the last 18 months, we had a lot of discussions around what is it actually, what our business is producing in terms of cash. So you can consider that one lesson learned from the crisis. How is that calculated? The operating free cash flow is based on the adjusted EBT and it accounts for the depreciation. This is a reversal of the non-cash effect that we have in the adjusted EBT. Capitalized maintenance that as a reminder, the maintenance that is capitalized under IFRS is not part of the EBT, but also not part of the investment program because that does not come along with any yield. Cash taxes to the extent they relate to our core business is being deducted and the book value of the sold assets in recurring sales. To be clear, this refers to recurring sales only. It does not include non-core or other disposals. So the benefit from the disposals in rest in last year or to Berlin in 2022 or the JVs with Apollo, sales to CBRE, all of that would not be rightfully included in this calculation because we want to measure the recurring cash flow. Net working capital changes that is predominantly development to sell. I was mentioning before the recycling of inventories. So what we invest, we want to see to be financed by proceeds from disposals. And last but not least, also the cash dividend paid to minorities and that's to be very clear includes the joint ventures we have done with long-term insurance money managed by Apollo. The latter for those who are interested I expect to account for roughly €100 million in 2024 and that obviously is for both joint ventures. Again, the introduction of the operating free cash flow is a major improvement, especially in the current environment, because in contrast to the group FFO it includes the full impact in cash terms from our recurring sales and development to sell business and the cash leakage from the capitalized maintenance and minorities. So it really measures the recurring organic cash flow generation before utilizing that for yielding investments and distribution to shareholders. And to be very clear, going forward this will form part of our regular reporting package. I also would like to hand you to Page 40 in the appendix. There is an overview of the new KPI including historic numbers. It probably also gives you a better grip because part of the dividend is also based on that metric how to make the math. When you carefully listen and look at the disclosure, I think we've basically given most of the ingredients to have a very firm grip already today on our expectation of the operating free cash flow for 2024. Now let's move to Page 31. That is the guidance for 2024. We had already given you a first indication with 9 months figures and hopefully you will find the data and information on this page helpful informing your estimate for the current year. Now 2024 rental revenue will suffer from asset disposals of 2023 and 2024, but it will benefit from the rent growth. On balance, we expect it to come out at around €3.3 billion so comparable to last year. We estimate the organic rent growth to be between 3.4% and 3.6% growth. We already mentioned that and the additional rent increase claim will grow to a total of more than 2% by the end of this year. Adjusted EBITDA, we do see that in a range in between €2.55 billion and €2.65 billion and the adjusted EBIT between €1.7 billion and €1.8 billion. As always, we also have calibrated the new target for the SPI to come out at an overall target level of 100%. In addition to the guidance for these KPIs, I would also like to give you some additional context and color around the 2024 guidance and that are also many ingredients for getting the better grip I was mentioning before on the operating free cash flow. As mentioned before, we target at least €3 billion of gross proceeds from asset disposals. Yielding investments will be around €1 billion for our optimized apartments, upgrade building and space creation programs. The latter is accounting for roughly €300 million. Development to sell, which was cash flow negative in the last year, we do expect to be cash flow positive and with that also the development of the net working capital to be cash flow positive. Recurring sales, we actually do expect that this will overcompensate the cash leakage from capitalized maintenance with capitalized maintenance expected to be slightly above 2023. And as a side note, actually also overcompensate the cash leakage if you were to account for the additional tax from recurring sales. And finally, cash taxes for the rental and value add segments, they are expected to be broadly in line with 2023. So that would be around 3% to 5% of rental income. If you take the midpoint, it's roughly €130 million. And yes to complete the picture and I mentioned it before with the Apollo JVs expect roughly €100 million increase in dividends to minorities and I think you have a very good set of guidance to also form a view on our expected cash generation for the running year. And with that back to Rolf.

Rolf Buch: One consequence of the new KPI is that we need a new basis of the dividend policy. We have sent the FFO on retirement, so this I like very much. So I know that the view on our dividend varies quite a lot these day, but I want to say loud and clear that Vonovia considers a sustainable dividend based on a highly robust operating business do be the key element of our general equity story. Our new dividend policy for 2024 and beyond is we intend to pay 50% of the adjusted EBITDA plus surplus liquidity from operating free cash flow after accounting for the equity contribution to our yielding investment program. To minimize volatility, the surplus cash will be calculated on a three years average. Shareholders shall be offered to a choice between cash and scrip dividend. We believe this policy has several advantages. The target payout ratio based on adjusted EBITDA is expected to result in a very robust dividend to allow adequate returns from the core business plus additional benefit that surplus liquidity is returned to shareholders in the case it cannot be allocated to sufficient yielding investments. The new policy is robust across the cycle and prevents dividend payout backed by yield from compression. It is much more resilient to adverse macro environment and assures a fully organically funded dividend from liquidity that is accurately accounts for all cash leakage and proper investment funding. Before we go to the Q&A, let me wrap up our presentation by quickly repeating what are the key points. We faithfully executed on our promises and that has a negative and positive consequence. The promise was to focus on liquidity and to sell assets to work against the value decline. The negative consequence is that burning in the non-rental segment took a hit and underperformed. The positive consequence is that we have generated a total cash flow of almost €5 billion that enable us to mitigate the pressure on our balance sheet that has been subject to a cost value decline of more than 21%. As a consequence of this disposal, our LTV is 46.7% instead of those or too close to €51 million if we would not have done it. Our working on stabilizing the balance sheet is not done yet and we have to more work to do in '24 until our debt KPIs are safely back in the right range to protect our current rating. Now this has happens in a gradually improving environment. What is equally important is that we take comfort in not knowing that our rental business is stronger than ever and that the non-rental segments are starting to come back. So we early -- so we were early in terms of adjusting to the new environment and we will definitely be among the first ones to turn the corner when the market has transitioned into a more normal environment. With this, back to Rene.

Rene Hoffmann : Thank you, Rolf. Thank you, Philip. Sandra, can you open up the Q&A first, please?

Operator: [Operator Instructions] The first question comes from Charles Veasey from UBS.

Charles Veasey: I have four questions. First on dividend, given what you mentioned that development to sales cash flow and net working capital are expected to be positive, is it right to summarize that the surplus liquidity will not contribute in a negative way to the dividend but basically the 50% EBT should be considered as a floor for the dividend in 2024?

Philip Grosse: Yes. The 50% of EBT is 50% of EBT irrespective of the development of the surplus liquidity. So based on our guidance you can expect if you take the midpoint €850 million of dividend divided by our current stock count of €814 million that is per share dividend, roughly 20% above this year's proposal. And if you make the math with all the ingredients I've given, and yes, the kind of three year averaging you do and you have all the ingredients on Page 14, you will also quickly realize that it is very likely that you will see some excess liquidity which will in addition return to shareholders with the dividend next year.

Charles Veasey: And relating to revenue and linking to the topic of debt, so on Slide 40, you show 60% equity contribution for the investment program. I mean is it fair to reduce that to consider 40% LTV to be the right leverage for the company in the long-term?

Philip Grosse: It's a good point you're raising. Look, we want to be on the conservative side in terms of funding the investment program. And obviously you should not look at yielding investments with 100% equity contribution but you should look at yielding investments with an appropriate capital structure embedded and here we have opted for the conservative end of our LTV target of 40% to 45%, and that's why implicitly assume that of yielding investments 60% will be funded by equity or in other words by our generated liquidity.

Charles Veasey: And still on the topic of debt, you mentioned the importance of the debt KPIs that continue going into the right direction. But one of them that's been deteriorating is ICR going from 5.5x to 4x within the year and your sizable debt maturity in 2025, so maybe further under pressure, where do you see the ICR actually troughing on your projections?

Philip Grosse: If things move according to plan, it's troughing this year. We have seen certainly the biggest hit last year, but there will be only little movement expected this year. So let's call it in a range of 30 to 40 basis points in that area. And given that we are looking to improve EBITDA and expect better contribution to EBITDA, in particular also delivered by the non-rental segments that obviously will help that KPI, which is why even on the basis of a more mediocre medium-term outlook, I do expect that number to stabilize.

Charles Veasey : Finally, on disposals, Rolf mentioned doing other intelligent transactions. I think it was the term. Is it possible to provide example of the type of structure that you would be contemplating? And still on disposal, if I may on nursing home, I think you moved to the piecemeal approach and with the 20% negative evaluation you've just taken there in healthcare. What is your expectation for disposal of this portfolio? How much volume do you expect to sell from the nursing portfolio this year?

Rolf Buch: So take it for nursing first. So it is Deutsche Wohnen who is responsible and took the decision. So that's why we are more talking here as a shareholder. I think Philip has given you a guidance a little bit on this. As he says, actually, 1/3 of it will probably not be sold as we understood this year but the rest will be probably sold. Coming to your other question, I don't know a structure. I just wanted to make sure that a copycat of the Apollo is excluded and we have done it before. But just to sell assets for assets against cash is probably also a little bit not intelligent enough. So you know our joint ventures, different structures that we are talking in Sweden. So that's why I think we just want to be clear that nobody thinks that we only sell individual assets for individual cash.

Philip Grosse: Let me just add on the 200 -- probably €200 million of additional disposals we did year-to-date. There included is also a bit sold by Deutsche Wohnen in the nursing space accounting for €50 million. So it's a small package, but that piecemeal approach is progressing.

Operator: The next question comes from Jonathan Kownator from Goldman Sachs.

Jonathan Kownator: If you come back on organic growth, please, I just wanted to double check something. So you've guided to slightly lower amount of 3.4%, 3.6% next year. But obviously, you have this additional 2% that you're talking about. So to help us understand how this is going to go forward from there given what you have told us, so that 2%. Is it fair to assume that's effectively going to be captured over three years post 2024? And is that going to be added to growth, 0.66% effective your 0.6% added to whatever organic growth would be from 2024 onwards? And also that effectively because you're increasing modernization CapEx, how is the modernization component going to increase? Have you reached a trough effectively in 2024? Or do you expect that number could continue to fluctuate downwards before it goes upwards? That's the first question.

Philip Grosse: Which are basically two questions. Look on the last point first, if I look at the guidance of 3.4% to 3.6% rough numbers assume 50-50 split between market rent growth and investment split between market rent growth and investment driven growth, and yes, that gives you a good indication for investments that always comes with a certain delay in the numbers, because it takes time to execute. On your first question that additional rent growth that really relates to the so called Kappungsgrenze, that's legislation we have in Germany that you cannot increase the rent by more than 20% over a three year time horizon, respectively 15% in tight markets. And therefore, that additional 2% is really going to be realized over the three year time horizon, but to be also very clear in each and every year, in the organic rent growth is a certain portion of that delayed implementation. We also had that additional rental growth, rental growth claims last year and part of that is now being moved into realized also cash effective.

Jonathan Kownator: Sorry, just to had a slight question on the operating cash flow. I know you're not -- you haven't given any new guidance, but just to clarify, so I'm just going back to the last Slide 40, apologies. But so the development to set the working capital, which was quite negative in 2023, I don't know if you can explain that. But so that should be -- you said that should be positive now or at least zero. I think you've provided dividend paid to JV minorities that's going to be €100 million higher. Now, just one quick question also about taxes. So just to understand how we should think about the taxes for the recurring sales business? Are they included in your operating cash flow? Are they not included in your operating cash flow? Those would be the questions.

Philip Grosse: Taking again your last question first, I mean all cash taxes, which refer to our core business are included in the operating free cash flow. So the cash taxes on recurring sales but also the cash taxes on development to sell form part of that. But let me perhaps take the opportunity to actually run you through that Page 40, because I think it's important. And looking at the run up to this call, I think it requires some clarification, if you will. Now the EBT, as you know, we've been guiding for 2024, so that's clearly the starting point. You can certainly expect that the depreciation is a fairly firm number, because it's on wear and tear, so that will not really change. We have been guiding that capitalized maintenance and again, I'm on Page 40 in the slide deck that this will moderately increase. On cash taxes, I have set 3% to 5% on our operations, which is translating at the midpoint roughly at €130 million and we were hinting towards the pickup in recurring sales, which translates into more cash people generate. Let me give you one additional guidance, if I look at what we expect from recurring sales and I also include the cash taxes for recurring sales that will still be more than what we spent on capitalized maintenance. So you can, in your mind, you can kind of looking at the three items put a zero to that. And, yes, development to sell, you rightly summarized that that was cash flow negative last year. We expect that to be cash flow positive this year. And in terms of dividends, last year, you have not yet seen the impact really of the Apollo JVs and that for the next year is increasing to a number, let's call it €150 million, so plus €100 million roughly, which I expect for dividend payments to Apollo based on the €2 billion of equity we have been receiving.

Jonathan Kownator: Just maybe one last clarification. So you've got there €124 million of cash taxes for 2023. But if you look at the taxes for the group income taxes from your FFO previously, so that was €180 million. Can you perhaps just clarify the difference on that, please?

Philip Grosse: I need to follow-up on that. I don't have the bridge on top of my head.

Jonathan Kownator: But is there like a main reason for that or?

Philip Grosse: Not too that I know.

Jonathan Kownator: Okay.

Rolf Buch: But Jonathan, just to help you because you also argued why the development to sell net working capital should be at least zero, if not possible -- positive. I think as I noted, this is clear that we stopped the development projects and we didn't start new projects. So that's why we were in a phase where we're investing more than selling. Now we are coming to a phase where we are selling more than investing because just it took a time. So that's why it's obvious that cash flow from the development to sell will be positive in the future, because there's nothing new or not enough new coming in the pipeline and then more is sold. So relatively easy.

Jonathan Kownator: But perhaps one thing then just on the operating cash flow. I mean, we've been through quite clear detail. I think that's helpful. If you're able in the future to provide a guidance on operating free cash flow, I think that would help everyone. And appreciate there's a few moving parts in that but maybe you can just use a range wide enough to help us. I think that would certainly help.

Rolf Buch: Just to give you one answer to this, actually, because we are looking on the cash flow on the three months -- three years average looking backwards, the cash of the existing year which we are running, which are the only unknown is relatively less relevant. That's why we are looking on the three years average that everybody can actually do the prognosis. But we appreciate your point, this is probably new. It was also new for us and it will become very usual and you will see that it is more predictable than the old 70% of FFO.

Operator: The next question comes from Bart Gysens from Morgan Stanley.

Bart Gysens: Rolf, you stated that the valuation decline is losing steam and Philip you talked about the clearly improved environment. I just want to dig a bit deeper into that what the basis for that is, right? Because the net initial yield on your portfolio is only 3.1%. We see no major deals in the open market. Some of your peers are preparing the market for potentially more capital value declines, suggesting that maybe we're only half way through the correction. We see each property selling €440 million at a net initial yield double at 6% in North Westphalia, maybe at different quality, but and maybe they're a distressed seller, but course you're competing with that, right? Buyers can buy those assets as well. So can you just provide a little bit more color on what your basis is to be so confident that we're turning the corner and that therefore you then can pay a dividend, should pay a dividend, increase the dividend rather than actually go for the prudent approach and deleverage first?

Rolf Buch: So we know the portfolio very well because it used partly it was owned by Deutsche Wohnen in the past. So let me give you an example. This is probably if you compare our average and probably our best portfolios, it would be like comparing South Chicago with New York Manhattan. So in Essen and we have talked about this is a city with the biggest split and quality in the south of Essen, you have really good portfolio. And while in the north of Essen there's buildings where I would assume to be very clear, it's difficult to sell for any price. And probably you are invited and we will guide you through the parts of Essen in the north, which is close to no go area. So that's why the difference is very big and that's why I think applying yields and comparing it to average portfolios you ignore completely the quality of the portfolio. And of course, yes, there are buyers which are only and purely looking for yield and these buyers are buying our non-core. We have also in our non-core portfolio we have yields in the same magnitude. So yes, these people are buying assets and they know that they will have probably issues in the future and they are lot of us, who have understood that real estate is not only the initial yield but there is also a growth element in it and a safety element and no maintenance and refurbished and ESG criteria and these assets come for different price. And another remark for distressed assets which is very important to understand. There is a reason where you have to be very cautious, because if you want to buy distressed assets you are assuming that you would give a big -- get a big discount to the book value. If you do so, you have to be very sure that the seller will not go into bankruptcy in the next 10 years because it is clear that the insolvency administrator according to German law has the right to reserve -- reverse the transaction, if you are buying below book value. And this means that you can find yourself without the essence because he can reverse it. But on the other hand, the money you have paid will be part of, how do you call it, insolvency estate. And this is very difficult to or nearly impossible to ring fence it. And so this I think is one big reason why you see it is so difficult to sell distressed assets before insolvency. So what we will see, we have to see the insolvency first and then the opportunity comes. In jumping into before insolvency case, even if this is a stable player, you are risking to lose everything and everybody who is an intelligent buyer has to acknowledge it. So with Vonovia, this is not an issue. That's why we can sell our non-core. But for all the other players, it's an enormous issue. And that's why we as Vonovia, we would not go to buy this type of asset because the risk for the next 10 years is not calculable. So that's why I advise everybody who wants to buy this type of asset to be very sure who is a seller.

Bart Gysens: My other question was on your guidance. You're moving away from FFO to an adjusted EBT guidance. And look, group FFO was suboptimal for a variety of reasons but partly because it was pre minorities. And then we've been asking, many people have been asking for a post minorities number, right, as minorities are going up. But now you're again guiding mainly, you're providing some color around it, but again the EBT number is pre-tax, pre-minorities. Why not just provide a cleaner bottom line number, after tax, after minorities like so many other companies?

Philip Grosse: Look, I actually don't know how I can be even more transparent than I've been, because I think what accounting wise is the minority portion on EBT. I mean, we will report that as part of our disclosure but what is the value add really for guidance? I mean, this is the portion of profitability accounted towards minorities for Deutsche Wohnen, which has no cash impact as you know, because we're not paying a dividend. So essentially, I mean expect that number as part of our package but in terms of guidance, I think what is happening on the cash side is far more important. And if there is something we have learned in the last 18 months that is that cash counts and here I've been very explicit in saying that roughly €150 million is cash effective what we are paying to minorities and a large chunk of that 2/3 is for the benefit of the insurance money managed by Apollo.

Operator: The next question comes from Rob Jones from BNP Paribas.

Rob Jones: So I've got a question on the divi, and let me start with that actually. So on the dividend I think Slide 40 is helpful to be fair in terms of an explanation of how to compute it. I don't have the figures in front of me in terms of what the surplus liquidity from recurring operations would have been in '22 and '21. Briefly from looking at my financial model, I have it around zero. So my question, I guess, is why have a dividend calculation that has so many variables in it to come up with a surplus liquidity component, Rolf has been just saying, let's just pay 50% of EBT. Because, actually, the surplus liquidity on my numbers and they may be wrong in looking backwards, has actually been relatively limited as a percentage of the overall distribution paid?

Philip Grosse: Look, I mean first of all the 50% of EBT, I mean if you make an apples-to-apples comparison, and kind of translate that into the old group FFO and dividend post minority, we are essentially reducing the payout ratio from previously 70% to 60%. And why is that? Because and we made that point the results in clear in the presentation. I think we need to ensure that dividend policy works across cycles. And the attitude that part of the dividend is actually being paid benefiting from yield compression cannot form part of a long-term dividend policy. But that 50% of EBT that is set and that is a very clear guided number that I would have the expectation that we will at some stage play offense again as offset and being able to focus on growth element again. And then I think our business with the structural embedded rental growth should also provide the backing for structural growing dividend as it relates to the 50% of EBT. Now the other portion, I understand it's difficult. I understand it's kind of academic. I equally would like to highlight that this is very disciplined in terms of capital allocation. I mean this is all what we are focusing on for so long. Now what we are essentially saying is if there are good investment opportunities for us to spend money in modernizing our standing portfolio, which by definition need to have better returns than our cost of capital, I think then it's in your very much interest that we do that. But vice-versa, if for whatever reason we do not find these investment opportunities, there is no reason to sit on the cash and not return it to shareholders. And this is essentially what we are doing with that metric that we tie that to actually our investment behavior and the cash generation we actually achieve. And, yes, if things develop in a way how we hope they develop, there is some liquidity. If not, this element is not for distribution. Now with your math you did, based on your model, I would come out with a similar result that looking back last three years, there is not a lot of cash generation in these very distressed years we have seen.

Operator: The next question comes from Marc Mozzi from Bank of America.

Marc Mozzi: I have essentially three questions from my side. The first one is just a clarification. It looks like there is two type of net debt to a EBITDA calculation between your Annual Report at 16.5x and your presentation at 15x. Which one is the one we should consider as the correct one? And what is the difference between the two numbers, please?

Philip Grosse: The one is based on a year-end and the other one is the average. So that's the difference between the two.

Marc Mozzi: Average of what, if I may?

Philip Grosse: Maybe the average debt.

Marc Mozzi: So the lowest one is the one where it's an average net debt between the beginning and the end of the period for the highest one.

Philip Grosse: Yes.

Marc Mozzi: A slight slowdown follow-up on the question from Mark, because adding back to the spending, what is the justification from your drivers that your assets are worth 23% more than AG1, 16% more than the one of Grand City and 35% more than the one of TAG? I thought German residential was relatively standardized in terms of product. And if we just think about [LNG] where there is no risk of bankruptcy or anything, a comparable year as you mentioned, Rolf, what is your -- what is the justification from your value of this 20% plus or 25% difference in valuation between you and them?

Rolf Buch: Marc, again, this is comparing South Chicago with Manhattan. So of course, the assets, the specific assets in the same city, we have the same value than our peers. The mixture of cities and location is different. So Munich of course has a completely different yield than the Helsinki. So if you have more Munich and more Frankfurt and especially more Berlin, you have a different mix. So this is clear asset by asset. So if there is one building standing beside the other with the same technical structure, it has the same value, it's clear and you can see it by portfolios if you look deeper by city by city. Taking this into account, our portfolio is the best energetic portfolio which you have at the moment in Germany in the listed environment. So this also plays a role because a renovated building even if it's standing beside a non-renovated and we have this in our own portfolio has a different value, which is normal. It has a higher rent. It has a better CO2 emission. So saying that buildings in Germany are the same ignores just if you look on our ESG criteria and looking at an A category and an F category. An F category has a complete different value than an E Check category. A newly built building has a completely different value. I can tell you, we have buildings in Berlin which are €6,000, €7,000 per square meter and there's others which are very low because they have to be low because there is probably no buyer nobody wants to have. So that's why, Marc, I don't get your question. The assumption that all buildings in Germany are all the same and have all the same situation and the same location, this is not what you -- I don't think you don't -- you mean it because this is just not the assumption we can have.

Marc Mozzi: No, I just wanted to make sure that it was just about land value that which explains the 20% difference or 25% difference between your maintenance.

Rolf Buch: First of all it's a mix of the buildings and if you look on the definite portfolio on a lower level, you will find the same values. It's the same value. You cannot say that this building is a different valuation than the other. This is the charm of having all more or less the same values. It's completely comparable.

Marc Mozzi: And final question for me is it's again about the dividend. I'm still a bit puzzled about why you need to pay a dividend while you have so much refinancing need ahead of you and the cost of debt is what, 4.5% marginal cost of debt especially for the unsecured side, while you're going to pay a dividend yield of 3.5%? And specifically, my question is around why paying out as a dividend your excess liquidity and not focusing it on paying down debt, which is more expensive than your dividend?

Philip Grosse: By all fairness, once again, I mean, we are comparing the €40 billion debt book with the €400 million cash out, which is underlying our dividend proposal for this year. So it makes a difference, but a very manageable difference in terms of managing our debt structure. I think what is far, far more important managing the debt structure is our commitment and I think we have repeatedly said that on continuing to focus on disposals and that €3 billion target that we aim to achieve. Now on the funding side, I think things look slightly better than you suggested. We have the situation that spreads in the unsecured market at around 160 basis points. So that means, interest payments inside 1.5% I'm sorry, if I look at the secured market, we are still below 4%. And the funding gap, you keep mentioning that Marc, but I don't actually know what you're referring to, because, I mean, we have put the details on one of the slides in the deck. We have €3.2 billion of cash if you include the undrawn credit facilities. And by the way just recently entered into one with an insurance company for 15 years at around 4%, for €150 million, which is also undrawn. So if you include undrawn credit facilities, if you include the cash from disposals we signed but which will be closing only this year. And we have covered all unsecured financial liabilities as and including Q3 2025. I mean, this is 18 months ahead. Now I also made a point that we will not stop. I mean, I'm now, moving into focusing on the remaining quarter of 2025. And I also made clear, I think in previous discussions that it is and remains a priority for me that I really want to have addressed the upcoming maturities, ideally, 18 months ahead of schedule. That's what we're doing. So, I mean, I can address financial liabilities for years ahead of schedule but I think sometimes or at some stage it will become ineffective.

Marc Mozzi: No one is running the company with zero cash on the balance sheet. So I would say part of the €3 billion is for running out, buying cost and we can't finance as well. We just take portfolio with RCF, which is just a top secret bridge.

Philip Grosse: Undrawn it’s not the RCF. So if you put that on top, you basically have €6.2 billion of cash position.

Rolf Buch: So I think that's kind of a comfortable position.

Operator: The next question comes from Paul May from Barclays.

Paul May: I've got a couple of questions to start with on the cash flow side, apologies for laboring on this. The first one regarding Deutsche Wohnen, which I think you don't exclude the minority interest in the cash flow. Am I right legally you can't extract cash from Deutsche Wohnen without paying a dividend? And if that's right, should you not exclude all cash from operating metrics within Deutsche Wohnen in your cash flow because it's not actually cash to Vonovia? That's the first one. Second one is still on that as well. Why is it you're assuming a 60% equity contribution for your investment program? I assume that this is all cash outflow, it's 100% cash outflow. Why are you not assuming 100%? Or are you just automatically assuming that you'll be leveraging up to pay for your investment program? So first couple on the cash flow.

Philip Grosse: Let me again start with the second one. I mean it's basically for the same reason why we are running that business not with 100% equity, because if I do yielding investments, I account for them and they will add to my investment properties. And if I were to do a 100% equity financing, I'm deleveraging the balance sheet. So I think to look at the conservative side and to apply the 60% equity ratio for again yielding investments is right. And I actually -- I'm not aware of anyone who is doing investments in real estate who think that 100% equity application is the right approach. On your first point, look I mean, on Deutsche Wohnen we actually still do have an upstream loan of some €300 million. So legally, you can access the cash, but it has to be at market terms, which is the case. So we are paying Deutsche Wohnen for that cash, essentially Euribor plus I think it's a 60% margin. The alternative to loans, which is always a bit tricky and requires additional disclosure in the kind of governance setup you have is a dividend. And that's yes you have some cash leakage of 12%. That is truly the case. But to draw the conclusion that 100% of the cash is not available of Deutsche Wohnen, I think is overstretching it. If at all, you can deduct that 12%, 13%.

Paul May: Just to follow-up on those two. I understood this to be a cash flow metric, not a kind of quasi investment metric. So when you're investing in the investment pipeline, it is cash. Is that is that fair, that it is a cash outflow, and therefore, this should be looked on a cash basis? And then on the Deutsche Wohnen, you mentioned the loan that you've extracted. I mean, that's a temporary extract extraction of cash, isn't it? Because as you say, you do have to pay that back and that comes with an interest cost. So is it right to say the only way to exclude or extract cash cleanly from Deutsche Wohnen is through a dividend payment by Deutsche Wohnen?

Rolf Buch: But also you're assuming that Deutsche Wohnen cannot consume the cash because all the investment is also consolidated. There's a lot of investment part of the investment we are doing is actually in reality Deutsche Wohnen. So I don't think that Deutsche Wohnen is more cash flow positive than Vonovia. It's the same.

Paul May: Just following up on the new metrics and new KPIs. I understand that the compensation profile or your LTIP profile is going to be adjusted as well. Can you give a guidance on a fully like for like, all else equal basis, where the management will get paid more, less or the same, all else equal under the old policy and KPIs and under the new policy and KPIs?

Rolf Buch: So I can answer your question very simply because we have suffered a significant downturn in the FFO per share. So the LTIs which are up and running are not in the money at the moment, which is normal, especially when it comes to NTA per share and FFO per share. So this question and they are not in the money either with FFO or with EBT because as Philip mentioned, they are running in the same logic. So this change has no impact at all on the additives.

Philip Grosse: So this is exactly what our supervisor wanted. So it's exactly all equal. This was a question, but the additional information doesn't matter because not in the money at all.

Paul May: Just last couple, one should be quite quick. The slide you show is quite interesting on the affordability. I think interestingly, though, you show average German earnings versus your portfolio. My understanding was that the people occupying your portfolio were not average German earnings but were significantly lower income profiles. Is that still the case or has the income profile of your tenants increased?

Rolf Buch: No, I think it is very close to the average. Probably it is very, very slightly lower. But what we have seen is we have a better and this is again back to the nature of the cash before about portfolio. I think our tenant mix has a better earnings profile than our peers and especially than the municipality companies. Because we have more renovated buildings, we have more. This is a consequence of 10 years of optimized apartment. So this is why the rent is higher and that's why, of course, the selection of more of people which has a bigger earning power is probably higher. So we have some analysis. It's very difficult for us because we don't know exactly the salaries because they only have to declare at the beginning. And so we cannot give you the analysis, otherwise we would have done it. But our assumption is and our feeling is if you go more to macro, that we are covering more or less the average, of the German population.

Paul May: Let me just say that that comes through in your better quality portfolio and better rental growth that you've sort of guided to and been able to achieve over the years. Just on the final one, there's obviously a lot of talk about gross yields, but are they not to some extent, completely irrelevant given the 55% to 60% cash flow leakage, I think based on your numbers, that comes through from your gross rent down to your kind of AFFO or free cash flow. And so AFFO yield is, I think, sub 2% on the portfolio, and that's with marginal cost of debt, that's with current cost of debt. And if you were to apply marginal cost of debt, I think you mentioned somewhere around 4 and a bit, depending on whether it's secured or unsecured, I think your AFFO would be negative on that basis, if you were to apply that to the €40 billion debt book. So why is there still this focus on gross yields when it really actually is completely an irrelevant number?

Philip Grosse: It help me. So you are comparing now the FFO or the EBT in the future, so the full cost value but then you are completely ignoring that the part is dead. So you can only ignore the NTA to the FFO or the EBT, right? So otherwise you're comparing something which doesn't belong together.

Paul May: No. I appreciate that. And if you work it through to your NTA, your NTA yield is very low on a free cash flow basis. And I think we need to look at this as you say free cash flow is king in terms of within the business. You've come around to the idea, similarly to LEG, came around to the idea about a year ago, that free cash flow is what matters and not FFO and not any of the other metrics that we were looking at. And therefore, on a free cash flow basis, the free cash flow yield on German residential is very, very low, irrespective, almost as to what the gross yield is. So this focus on this gross yield number that is 50%, 60% higher than or -- sorry, it's more than a 100% higher than the operating free cash flow. The operating free cash flow is about is about 50%, 60% lower than your revenue. Why is there this focus? Why do the values focus on it? Why do you focus on it? Why does anyone talk about gross yield when it is not relevant?

Rolf Buch: Why you are not looking on Page 43, because I think we have it here. So this is based on fair values and NTA on the left side and based on implied, which is actually market cap. So I learned in the U.S., the NTA concept doesn't exist in the U.S., and in the U.S., it's relatively easy. What we call NTA is for them actually market cap and what we call JV is for them market cap plus debt. So if you apply this on the left side, on the right side, you see that operating free cash flow, which is actually exactly what we would like to deliver you, which is a cash flow, which is ready for reinvestment or distribution on the implied is 6.1 and on the EU calculated European way on the NTA, 3.7.

Paul May: So just to be clear, you're saying that you should trade at market cap, so your values are overstated? Because if you're comparing what you can raise at market cap versus what you can invest, I assume you'll be investing at gross asset value and therefore NTA, not at market cap? Or are you saying actually that the market cap is where the value is?

Rolf Buch: My job is as a management team, we are not responsible for the stock price. So that's why indirectly, we are not responsible for the magnitude of the market cap. We just have to do a good job that the market cap is going up. So that's why I didn't want to imply market cap is right or wrong. I just wanted to give you the figure, which are based on Page 43. And Paul, if I may add, I think we're always circling around the same traffic. I mean, if you look at today's rent levels, whatever measure you take, it's not a sustainable yield, full stop. Yes. But there are investors in the market who are looking at real estate with a more longer term time horizon. And for them they focus on other topics. They focus on the reversionary yields you can expect long-term, as said, beyond 1 regional 5.5%. They look at the price delta you can capture between condominiums and existing stock, which typically is around 30%. They look at the value in comparison to replacement cost, where current stock is trading at a basically at a fraction of replacement cost. So they simply take a different approach. And if that is to be for an investor who wants to see a decent return in month to three years' time, real estate is not the right asset class to invest into, but there are many others who take a different view, who take a kind of longer term perspective and who are deviating from the concept of a net initial yield to the concept of an internal rate of return and they come to different conclusions. And I mean, you can discuss that kind of forth and back, yes, but this is different judgment. But what we are capturing in our evaluation is that transaction activity, which is happening. And here we certainly have the situation that people are not looking one-sided at yields, but two sided also on the growth element.

Philip Grosse: Which is as we explained to you is embedded already in the legal framework. So the rent growth will come. So, on today's rent is probably just misleading because you know that the rent will be higher in year 2, year 3, year 5 and year 10.

Paul May: I mean, just one last question, what's clear from my conversations with market participants is the majority of the transaction market outside of the new units that you've sold say to CBRE is broadly in a 6% to 6.5% plus gross yield environment. So to say investors are looking at a 4% and buying that and being happy with a very low free cash flow yield, I don't think is evident in the market. I think to an earlier question that transaction market is at much higher gross yields. And I think you're guiding to your non-core, which is a much higher yield. You're guiding to your nursing homes business to sell that, which is, again, at a much higher yield as well. So I think we're still struggling and it's feeding off a couple of the other questions as well. What is the evidence in the market that justifies your valuations where they are? Because from all other conversations that I've had it doesn't seem to be evident that there is justification at these valuations.

Rolf Buch: To be very clear, we have sold some big transactions, but we have also sold a lot of smaller transactions. And this transaction there was multipliers of 50, so an initial yield of 2. So should we apply this and arguing that all our whole portfolio should be at 2 initial yields? No, because it depends on location and it depends on the building. So in our portfolio, our own portfolio has valuation of 2% and 8%, which is normal because the difference is very different. So to argue that there is a German average in yield, yes, you can argue. And if somebody wants to have a German average, the task of my salespeople is to find assets which are less than the German average and sell it for the German average and then everybody is happy. So yes, if somebody assumes the German average is 6% then I like to sell my 8% yielding for 6%. This would be a great deal. So if people are ready to ignore that there is a difference in the building substance and in locations, this is easy and then it's a lucky sell. And in reality, we are selling portfolios, we are packaging the portfolio in a way that we adapt to the needs of the investor. And there are some investors who want service 6% as other wanted 4%. What you cannot get is a quality of 4% for a yield of 6%. So I can build you a portfolio whatever yield you want between 8% and 2%, but the quality will be according to this. And this is reflected in our individual evaluation. If the world would be easy saying there is one average, then it would be easy. Then we don't need an evaluation department. We don't need a value then we just put the yield on it. But Germany is not Germany and the buildings is not the same. So this comes back to the old question and that's why, yes, in the moment we see there is a stronger group of people because banks are only looking in financing for the initial yield, which are very much focused on the cash on cash yield in the beginning and they get some portfolios and there's others for example which has something to do with tax advantages for the -- to transfer to the next generation. These people don't care about the yield at all. They care that they save 50% heritage tax on the investment. So for them the yield is definitive anyway. So this is very different group of people. So if I would want to pass on a building to my son, I would buy a building for 2% here in Munich because I am sure that in the next 30 years the value will be higher. And I don't care about the initial year and even if I finance it this 4% it's ever better than paying heritage tax. Another one who is dependent on being in finance by a bank is formed. The bank is saying we need interest rate coverage, and that's why you need to deliver a yield of 6% and you buy building for 6%, that's a different building.

Paul May: But if you were to contain market or put it into various segments, would it be fair to say the majority of the transactions are above 6% rather than over 2%?

Rolf Buch: No. I would say the majority of the smaller transactions, what we have seen in the GLL slide are in the low yielding because of the price.

Paul May: Across the market as a whole is the question. So if you're trying to sell €3 billion of assets next year, I appreciate part of that will be the nursing home. But if you're trying to sell, say, €2 billion of residential assets next year, do you expect those to go closer to 2% or closer to 6% as a yield?

Rolf Buch: The majority will definitely not be close to 6%. It will be much lower. And this depends a little bit on the customers, but we will sell for 2% as well what we have done also last year.

Paul May: And when you do sell these assets, will you give guidance, will you give color as to what the gross yield was when you sell assets and portfolios?

Philip Grosse: What you can mark as a rule is that we will not sell below book value. So all these numbers will be around book values and you will see the progress as we progress into the year, because we are very focused on it and we will report on how we managed to move towards our €3 billion target we have set ourselves for the given year.

Paul May: Sorry, just so you will get guidance on yield or just versus book value? Because if you obviously, if you sell 8% value stuff that's a very different earnings impact to selling 2%, but both would be at book value.

Philip Grosse: Paul, you can take that offline. We can really go around circles. You're not believing the transactions are happening, we are telling you transactions are happening. You can talk to Jones Lang LaSalle, you can talk to CBIE, look at the statistics, there are smaller deals which are getting done and that is across the spectrum otherwise we would not be able to actually value our books in a way we do. You're right in saying the transaction volumes have come down. That is clearly the case in particular for bigger transactions but smaller transactions do take place and across segments, across yields and across our own disposal efforts. And you can believe it or not, but that is what's happening.

Operator: The next question comes from Marios Pastou from Societe General.

Marios Pastou : Most of my questions have been answered, but I just wanted to ask you a follow-up question on the ICR. If I look at Page 19 of your presentation, you see that if inter has got 120%, you're in bridge, which is a cost of debt of 3.7%, which is below your financing cost. So I know that it's going to be a supportive EBITDA, but you mentioned in your presentation that on the rental part there is a gap. So earlier you said that you think that ICR is dropping this year. So I just wanted to make sure I understood that correctly that you're saying that you're going to generate enough growth in your non-rental statements in order for the ICR to stay above 4% for the next five years?

Philip Grosse: That’s our medium term outlook concerned, yes.

Marios Pastou : So even next year and so for next five years you're confident you're not going to be below 4x?

Philip Grosse: I was saying that I expect to trust that I see under this year. So it's going to be below 4x, but not significantly below 4x. And I was saying that as of next year.

Marios Pastou : So 2024. Okay, that's what I understood. And also I just wanted to ask a question on the disposal of the nursing. Can you give us some color on why there is only 70% of the portfolio that's being sold? Is it because some of it is you operate? Or is there a specific reason why you're not selling everything at once?

Rolf Buch: No, I think this what we -- responsibility for the sale of the nursing home is, of course, in the Deutsche Wohnen management. So this is what we hear from them and this is actually their guidance, how much they think they will be able to sell because we always sell for book value and that's why there is, of course, a limit.

Operator: The next question comes from Pierre-Emmanuel Clouard from Jefferies.

Pierre-Emmanuel Clouard: Two questions on my side then. The first one, just coming back on various question on the ICR. Maybe can you give us more detail on the interest coverage ratio per Moody's calculation, please?

Philip Grosse: Not on top of my head.

Pierre-Emmanuel Clouard: And should we expect another 30 bps cut for the Moody's calculation as well?

Philip Grosse: Say that again?

Pierre-Emmanuel Clouard: Should we expect also 30 bps below 2023 levels?

Philip Grosse: I don't have now the calculations of all rating agencies on top of my head. But in more general terms, I mean, unsurprisingly and Moody's also mentioned that rating is weekly positioned. There's no doubt about it. But the focus of the agencies is much more on leverage ratios. The ICR is not so much a focus point. It will become a focus point as of next year, if we're not able not be able to grow again in terms of EBITDA. But here, as we said, I do expect that 8% of total EBITDA contribution assigned to the non-rental segments that this will increase fairly significantly in the short-term.

Pierre-Emmanuel Clouard: And maybe just can you confirm that the ICR looking at this calculation is above 3x or not?

Philip Grosse: On our calculation?

Pierre-Emmanuel Clouard: On Moody's calculation?

Philip Grosse: Again, I don't have it.

Pierre-Emmanuel Clouard: So you don't know.

Philip Grosse: We need to take it offline.

Pierre-Emmanuel Clouard: Maybe the second one is on the non-controlling interest for 2024. So I understand that €100 million should increase on the dividend paid following Apollo deal. But can you also give us a view on the level expected on the operating income for 2024 on top of the €84 million that you published in 2023?

Philip Grosse: You will see that as part of our reporting package. As I said before I think relevance is really what is the slowing way to minorities in terms of cash. Here we've been slightly explicit in terms of guidance with €145 million [ph]. What accounted by is it contributed to the minorities is what you can see in our ongoing reporting, but it's nothing we are guiding for.

Operator: The next question comes from [indiscernible].

Unidentified Analyst : Thank you for taking my questions. Maybe in the interest of time, I'll stick to one question. Just a follow-up on the disposal plan. I think in Q3 you mentioned that you're were covering €3 billion of new refined disposals. Now I see it as a growth proceed. Does the €3 billion already include the €700 million that's still outstanding from 2023?

Rolf Buch: No, it's €3 billion new.

Operator: The next question comes from Manuel Martin from ODDO.

Manuel Martin: Two questions from my side, please. The first one is regarding the rental growth. You had organic rent growth of 3.8% in full year 2023. For next year, you guide 3.4% to 3.6%, which is a bit lower. Maybe you can give some color on that. It might have to do with Mietspiegel I assume, but maybe you can enlighten me a bit there, please.

Rolf Buch: So first of all, the difference is not too meaningful because one is the yield figure and the other is a guidance. So sometimes you're also reaching out better. What is in general and you can see that odd years the '24, '22, they have other mix bigger than the in equal years. So there might be a small difference. This is a mixture, but I would not take -- I would say this is more or less the same. And to keep in mind that the add-on, which will come later is going up. So this is probably more a mixture between the Kappungsgrenze and OVM.

Manuel Martin: My second and last question, it's on the nursing homes. I know it's Deutsche Wohnen business, but maybe you have the number regarding potential devaluation that happened in the nursing homes portfolio. Maybe you told that and I didn't catch it, but so I guess that's up and running again?

Philip Grosse: No. We didn't explicitly mention that. The devaluation of the nursing home business was 20%.

Manuel Martin: Sorry, how much, 30?

Philip Grosse: No, 20%.

Manuel Martin: 20% for 2023 then?

Philip Grosse: Correct.

Operator: The next question comes from Denese Newton from Stifel.

Denese Newton: My first question is just about LTV. So you published your EPRA LTV, but it excludes the effects of proportionate consolidation, when that was precisely one of the reasons it was introduced. So you probably now have quite material minority adjustments given Apollo. You've also got that 17% stake in Adler, which has got a 90% LTV in your share of the debt about €1 billion and there's also some loans associated with things on the balance sheet. So why have you chosen not to proportionately consolidate? And do you know what the effect would be?

Philip Grosse: First of all, equity stake do not form part of our diverse financial statements. Therefore an allocation of assets and liabilities is simply not possible from an accounting perspective, if you want to have at the same time, that's being audited by your auditors. So I made that statement also very loud and clear towards the EPRA. I'm still not willing to accept the figure, which is not getting depreciation of our auditors. Now, Adler is fully written off, so that doesn't make any difference. The Apollo JVs are 100% or almost 100% debt free. So also those doesn't make a difference if at all it's our equity participation and quarterback developer. And if you were to do theoretical that exercise it increases the NTP by 10 basis points. So I would argue it’s negligible.

Operator: The next question comes from [indiscernible] from Bank of America.

Unidentified Analyst: Two questions for me. The first one is, when I compare the decline in net debt on the LTV calculation it declines by €2.1 billion, but you stood for about €3.3 billion of properties. Can you please let me know where the more than €1 billion gap comes from?

Philip Grosse: Let me understand the question. You are comparing EPRA, NTA?

Unidentified Analyst: I am looking at [indiscernible].

Philip Grosse: Yes. We have seen a reduction in LTV by roughly €2 billion, that's correct, but at the same time we do still do some financing, we do some investment, we do the funding of the equity point. So I think you can do kind of one-to-one comparison.

Unidentified Analyst: So where is the €1 billion going? I don’t understand.

Philip Grosse: In principle, you're not comparing apples-to-apples with that assumption. The gross proceeds from disposal is one of many elements which is contributing to both cash and ultimately surplus cash which we can use to delever the balance sheet. And here we have delever the balance sheet of the liabilities by €2 billion on top of the increased kind of the cash position. I think end of last year was €1.4 billion, but I think it's unfair comparison. So I can't really tell you.

Unidentified Analyst: And my second question is, can you confirm whether the proceeds from the bond issued earlier this year the sterling and Swiss francs will have to be used to repay or were already used to repay the bridge to capital market facility of €600 million?

Philip Grosse: No, there's no need to repay because it's undrawn.

Operator: The next question comes from Kumar Neeraj from Barclays.

Kumar Neeraj: Just a quick one for me. I just want to understand your plan for issuance in the market on the debt side of things. I heard your comments around covering debt maturities till Q3, 2025, but wondering if you're planning to sort of come with situations to sort of deal with your debt maturity profile so that you can be more relaxed about the transaction market et cetera?

Philip Grosse: Yes. Look, it's always difficult to guide on terms of market transactions. We are currently in the market marketing Schuldscheindarlehen promissory note, I think it's the English expression. But I mentioned that before that I'm eager also in 2024 and that's probably not only in the second half to return to the euro bond market if terms and interest remains as compelling as it is currently.

Operator: The next question comes from Simon Stippig from Warburg Research.

Simon Stippig: It's quite a long call. First one is, and what I'm missing about in regard to your capital allocation, your dividend policy soon for potential share buyback in the future. Or is that actually, ruled completely out? If not, so going forward, what would determine that buying back shares? And I know that you have to scrip dividend, so you're actually issuing some shares. But going forward in the future, you potentially also might want to buy back some shares.

Philip Grosse: I think the way how we formulated the dividend policy is that excess cash is actually being returned to investors which we cannot invest. For now, the big deposits are really to retire debt and reduce leverage. If at one stage and currently the tone of the call is not giving indication there’s a more positive stance towards our sector and we have excess and we don’t have good investment opportunity. I think it's our philosophy that we are not sitting on cash and a share buyback is one of the options. So we are not by definition ruling that out to the contrary.

Philip Grosse: I think at the moment it is clear and I think we've made clear that we have to come back to the comfort zone in the LTV like all the others in the market. That's why share buybacks is probably not short-term an option.

Simon Stippig: And second question would be in regards to the KPI sort of missing your per share KPI, would you then use EBT per share and operating free cash flow per share? And then also, in regard to comparability, your slide deck is I think 26 slides long. Would it be possible that you show after group in the appendix going forward? And then also for at least all the variables one would need actually to take that comparability over time and also to see the guidance.

Rolf Buch: So we take note that we will use the slide deck probably more in appendix and you don't have to read all the appendix to say that the driving factor for EBT per share will be, of course, an important figure. And ideally, if you want BK, you can do calculations of free cash flow per share as well because it's just dividing. But from us, for managing the company, EBT per share is an important figure like the FFO per share as well.

Philip Grosse: And though no, I disappoint you on the second portion. I mean, we discontinued the group FFO and that means there is no shadow reporting on the group FFO going forward.

Operator: Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to Rene for closing remarks. Thank you.

Rene Hoffmann: All right. I shall keep them very brief. The call has been long enough. Thanks everyone for joining. We'll be on the road, financial calendar on Page 74 and online. We're looking forward to continuing this dialogue. We're looking forward to continuing this dialogue. That's it from us for today. As always, stay safe, happy and healthy.

Operator: Ladies and gentlemen, the conference is now over. Thank you for choosing Chorus Call and thank you for participating in the conference. You may now disconnect your lines. Goodbye.