Klöckner & Co SE is a leading multi-metal distributor that acquired the Becker Stahl-Service Group (BSS) to enhance its flat steel capabilities. BSS is the largest single site steel service center in Europe, located in Bönen, Germany, with sales of approximately €600 million and consistently high EBITDA margins above 6%. The acquisition of BSS strengthens Klöckner & Co's flat steel business through BSS's flexibility, reliability, and quality in delivering products on short notice. BSS's new Plant North facility is considered one of the most modern steel service centers in the world with the capacity to process up to 1 million tons of sheets per year up to 4mm in thickness.
Klöckner & Co's resilient business model and growth strategy
1. Klöckner & Co SEKlöckner & Co SE
A Leading Multi Metal Distributor
Steubing AG Stahl Round Table
Frankf rt
Dr. Thilo Theilen
Head of Investor Relations &
FrankfurtCorporate Communications
April 23, 2010
2. 00 Disclaimer
This presentation contains forward-looking statements. These statements use words like “believes”,
“assumes”, “expects” or similar formulations. Various known and unknown risks, uncertainties and other
factors could lead to material differences between the actual future results financial situation developmentfactors could lead to material differences between the actual future results, financial situation, development
or performance of our company and those either expressed or implied by these statements. These factors
include, among other things:
• Downturns in the business cycle of the industries in which we compete;
• Increases in the prices of our raw materials, especially if we are unable to pass these costs
along to customers;
• Fluctuation in international currency exchange rates as well as changes in the general
economic climateeconomic climate
• and other factors identified in this presentation.
In view of these uncertainties, we caution you not to place undue reliance on these forward-looking
statements. We assume no liability whatsoever to update these forward-looking statements or to conform
fthem to future events or developments.
This presentation is not an offer for sale or a solicitation of an offer to purchase any securities of
Klöckner & Co SE or any of its affiliates ("Klöckner & Co").
Securities of Klöckner & Co including but not limited to rights shares and bonds may not be offered orSecurities of Klöckner & Co, including, but not limited to, rights, shares and bonds, may not be offered or
sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in
Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) unless registered
under the Securities Act or pursuant to an exemption from such registration.
2
3. Agenda
Company overview & Highlights01
Financials FY 200902
How to grow03
Market & Outlook04 Market & Outlook04
Appendix05
3
4. 01 Distributor in the sweet spot
Suppliers Sourcing
Products Logistics/
CustomersSuppliers Sourcing
and services
g
Distribution
• Purchase
volume p a of
Customers
• Global Sourcing
in competitive
• One-stop-shop
with wide
• Efficient
inventory
• ~178,000
customersvolume p.a. of
>5 million tons
• Diversified set
of worldwide
approx 70
in competitive
sizes
• Strategic
partnerships
• Frame contracts
with wide
product range of
high-quality
products
• Value added
inventory
management
• Local presence
• Tailor-made
logistics
customers
• No customer
with more than
1% of sales
• Average orderapprox. 70
suppliers
• Frame contracts
• Leverage one
supplier against
the other
• N l ti
Value added
processing
services
• Quality
assurance
logistics
including on-
time delivery
within 24 hours
• Average order
size of €2,000
• Wide range of
industries and
markets• No speculative
trading
assurance markets
• Service more
important than
price
4
Klöckner & Co’s value chainGlobal suppliers Local customers
5. 01 Klöckner & Co at a glance
Sales split by industry
Klöckner & Co
• Leading producer-independent steel and metal
distributor in the European and North American
markets combined
• Network with around 250 distribution locations in
Europe and North America
Sales split by marketsSales split by product
5
Including Becker Stahl-Service Group pro-forma figures (year ending September)
6. 01 Highlights FY 2009 and until today
• Sales volume and sales in 2009 31.0% resp. 42.8% below previous year
• EBITDA of €68m in 2009 significantly lower than 2008 but positive EBITDA of €11m in Q3• EBITDA of -€68m in 2009 significantly lower than 2008 but positive EBITDA of €11m in Q3
and €6m* in Q4
• Gross margin steadily improved from 7.1% in Q1 to 22.6% in Q4
• Net cost savings of €134m or 14% of total expenses
• Net cash position further extended to €150m
• €1 7bn financing facilities available without performance covenants€1.7bn financing facilities available without performance covenants
• Capital basis further strengthened through convertible bond and rights issue
• Organic and external growth resumed after completing the crisis program:
• Becker Stahl-Service acquisition finalized: consolidation as of March 1, 2010
• Bläsi AG acquisition in Switzerland to strengthen local market position
• Wave 3: bundle of initiatives with focus on organic growth
6
* Cartel fine reduction impact excluded
7. 01 Weak results in 2009 but delivered on what we promised
Guidance delivered
EBITDA in 2nd half at best breakeven €17m1
Net savings in 2009 >€100m €134m
Capex budget cut to half, i.e. <€25m €25mp g ,
Net working capital <20% of sales 16.5% in Q42
Gearing <75% -14%Gearing <75% -14%
7
1 Cartel fine reduction impact excluded
2 Calculated as NWC/ sales LTM
8. Agenda
Company overview & Highlights01
Financials FY 200902
How to grow03
Market & Outlook04 Market & Outlook04
Appendix05
8
10. 02 Reconciliation of net income
In €m
3,860 -3,215 release of inventory
allowances of €32m
645 -713
Benefiting from €79m
cartel fine reduction
Impairments €42m
€8m expenses for
Depreciation &
amortization Interests
Income
taxesEBT
Minority
interest
Net income
shareholders
Klöckner & Co
SE
restructuring of financing
-188-68
-110
-62
-240
amortization
EBIT
Interests taxes
3
54
-178Sales Material
costs
Gross
profit
Operating
costs net
EBITDA
EBT interest SE
10
62EBIT 54
11. 02 Net cost reduction of €134m in 2009
Cost base development Wave 1+2
i €
1.137 162 ~50% Personnel ~45%
in €m
fix
841
Changes in
scope of
consolidation
and one offs
134
841and one-offs
Wave 1+2
~10% Repair
~55% variable
~10%
~10% Operating Supplies
Tools
FY 2008 FY 2009
~20% Shipping
11
FY 2008 FY 2009
12. 02 Segment performance FY 2009
(€m) Europe
North
America
HQ/
Consol. Total
Comments
• O i l
Volume (Ttons)
2009 3,156 963 - 4,119
2008 4,317 1,657 - 5,974
• Organic volume
development in North
America -28.1%
• Organic sales, , ,
Δ % -26.9 -41.9 - -31.0
Sales
2009 3 186 674 3 860
development in North
America -46,7%
• EBITDA w/o effect from
reduced French cartel fine2009 3,186 674 - 3,860
2008 5,374 1,376 - 6,750
Δ % -40.7 -51.0 - -42.8
segment EU -€91m,
segment HQ -€14m,
group level -€149m
EBITDA
2009 57 -44 -81 -68
% margin 1.8 -6.5 - -1.8
2008 377 149 75 601
% margin 7.0 10.8 - 8.9
Δ % EBITDA -85.0 -129.3 - -111.4
12
Δ % EBITDA 85.0 129.3 111.4
13. 02 Balance sheet as of Dec. 31, 2009
2009 2008
€3,084 million
100%
€ 2,713 million
100%
Non-current
assets 26.3%
35.1% Equity
26.2%
41.4%
Non-current
assets
Equity
50%
Inventories 32.5%
38 1%
Non-current
liabilities50%
21.0%Inventories
T d i bl
50%
Trade receivables 25.9%
38.1% liabilities50%
17.1%
5.2%
34.2%
Trade receivables
Other
current assets
Non-current
liabilities
Other
current assets
Liquidity
5.7%
9.6%
26.8%
Current
liabilities
0%
30.5% 24.4%Liquidity
Current
liabilities
0%
13
14. 02 Strong cash flow generation out of NWC
Inventories €431m
Reduction of
cartel fine €79m
Inventories -€431m
Receivables -€338m
€769 €136€769m -€136m
€565m €557m-€8m
-€68m
EBITDA Changes in NWC
Changes in
provisions,
taxes, other
assets/liabilities
CF from
operating
CF from
investing
Free cash flow
14
assets/liabilities
and other non
cash items
p g
activities
g
activities
15. 02 Consistent NWC management to reduce net debt
NWC and NWC as % of sales Stocks and sales volumes
1.72 1.75
20.8%
25.1%24.8%
22.0%
NWC/ sales – 8,6%p
NWC – 63%
1.35
1.15
1.07 1.05 1.03
0.97
Stocks – 43%
16.5%16.0%
14.9%
16.3%
20.8%
1.21
1.32
1.25
1.01
0.89
0.75
0.74
0.75
1,652
1,720
1,407
1,006
779
702
637
1,404
Q1
2008
Q2
2008
Q3
2008
Q4
2008
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Stocks in million to Sales volumes in million to
Q1
2008
Q2
2008
Q3
2008
Q4
2008
Q1
2009
Q2
2009
Q3
2009
Q4
2009
NWC in €m NWC as % of sales (LTM)
• Net debt reduced by more than €1bn from €1.07bn in Q2/2008 to -€150m at YE 2009
primarily due to strong NWC reduction
15
16. 02 Debt and liquidity overview
€m Drawn amount
Facility Committed FY 2008 FY 2009
Current maturity profile of
drawn amountsy
Bilateral Facilities 421 65 53
ABS 505 213 21
Syndicated Loan 300 298 225
drawn amounts
Bilaterals incl. lease
Convertibles
Syndicated Loan
Total Senior Debt 1,226 576 299
Convertible 20071) 325 280 292
Convertible 20091) 98 0 77
€21m
€5m
Finance leases 9 11 9
Total Debt 1,658 867 677
Cash 294 827
€325m
€21m
€2m
Net Debt 571 -150
• Additional flexibility through renegotiated covenants,
which are now free of performance measures
€225m
• Improved liquidity and total net cash balance after
rights issue in September
€52m
€98m
€6m
€2m
16
¹ Drawn amount excludes equity component
2010 2011 2012 20142013
17. 02 Strong financial power for growth through acquisitions
Financial structure Funds for future growth
Bank debt
Securitized
debt
Capital markets
debt
AcquisitionsNWC
Equity
AcquisitionsNWC
€300m
€1,123m €616m
Syndicated
Loan
€98m
Convertible
€193m
Rights
Issue >€600m
predominantly
for growth
th h
€325m
Convertible
€430m
Bilateral
Facilities
€505m
ABS
Co e b e
Bond 2009
through
acquisitions
incl. outflow for
acquisition of
Becker Stahl-
Service Group
Bond 2007 €930m
Equity
pre Rights Issue
and Bläsi AG
BSS
and Bläsi
17
18. Agenda
Company overview & Highlights01
Financials FY 200902
How to grow03
Market & Outlook04 Market & Outlook04
Appendix05
18
19. 03 Ready to grow organically and through acquisitions
Crisis management Managing growth againCrisis management Managing growth again
Wave 3
Waves 1 and 2
Cost cutting
NWC- / debt-reduction
Acquisition strategy
Organic growth
( )
NWC- / debt-reduction
Safeguard financing
Organic growth
Growth capital
Efficiency program Continuous improvement
19
20. 03 How to grow: Organic growth with Wave 3
Wave 3
Wave 1
Wave 2
• Market / customer segmentation
- Focus on under-penetrated regions/ customer segments
- Leverage existing product/ service offering and competitive strength
- Increase share of wallet with current accounts
• Product portfolio managementp g
- Improve product mix by expanding higher margin business
- Drive value added services
• Pricing strategyPricing strategy
- Adjust pricing to segment/ product approach
20
October 08 Summer 09
21. 03 Successful acquisition-led growth re-established
Country Acquired 1) Company Sales (FY) 2)
GER Mar 2010 Becker Stahl-Service Group ~€600m
Acquisitions1) Acquired sales1),2)
~€632m
CH Jan 2010 Bläsi €32m
2010 2 acquisitions so far ~€632m
US Mar 2008 Temtco €226m
UK Jan 2008 Multitubes €5m
€567m
2008 2 acquisitions €231m
CH Sep 2007 Lehner & Tonossi €9m
UK Sep 2007 Interpipe €14m
US Sep 2007 ScanSteel €7mUS Sep 2007 ScanSteel €7m
BG Aug 2007 Metalsnab €36m
UK Jun 2007 Westok €26m
US May 2007 Premier Steel €23m
12
€231m
GER Apr 2007 Zweygart €11m
GER Apr 2007 Max Carl €15m
GER Apr 2007 Edelstahlservice €17m
US Apr 2007 Primary Steel €360m
€141m
€108m
12
NL Apr 2007 Teuling €14m
F Jan 2007 Tournier €35m
2007 12 acquisitions €567m
2006 4 acquisitions €108m
€108m
2
4
2 2
21
2006 4 acquisitions €108m
¹ As of announcement 2 Figures refer to the latest fiscal years, prior to the
acquisitions of the companies
2005 2006 2007 2008 2009 2010
22. 03 Becker Stahl-Service Group will enhance Group’s flat capabilities
• BSS is the largest single site SSC in Europe located in Bönen, Germany
• ~€600m sales in 2008/2009, consistently high EBITDA-margin >6%
• Highly regarded for its flexibility to deliver on short notice, reliability and quality
• New “Plant North” probably the most modern SSC in the worldNew Plant North probably the most modern SSC in the world
• Capacity on two shift up to 1 million to per year for sheets up to 4mm thickness
• Expansion reserves already secured
• Synergies in purchasing and internal supply of German and European locations resulting
in expected midterm annual synergies of €10m-€20m
• Consolidation as of March 1, 2010
22
Consolidation as of March 1, 2010
23. 03 Becker Stahl-Service Group perfectly fits to our acquisition criteria
• Achieve a leading EU-position in sheets and leverage to Group’s flat procurement
• Leverage to Group’s SSC activities and know how• Leverage to Group s SSC activities and know how
• Realize synergies in purchasing
• Customer diversification outside construction
• Stabilize Group earnings volatility
• Constant EBITDA-margin above Group target (6%)
• EPS accretive from year one• EPS-accretive from year one
• Attractive valuation of 4x-5x EBITDA within target range
23
24. 03
Bläsi is the leading distributor of technical products and building
technology in the Kanton Bern, Switzerland
• Market leader in technical products, water supply and roofing in Bern conurbation
• 2008 sales of €32m, constant high profitability
• Local market share of 20-25% with broad customer base
• Strong synergies in purchasing and salesStrong synergies in purchasing and sales
24
25. 03 Bläsi AG perfectly fits to our acquisition criteria
• Strengthens our leading position in technical products and building supply in Switzerland
• Regional coverage of a white spot by acquiring #1 local player• Regional coverage of a white spot by acquiring #1 local player
• Fits to local product portfolio and therefore synergies in purchasing can be realized
• Stabilize Group earnings volatility
• Constant EBITDA-margin above Group average
• EPS-accretive from year one
• Attractive valuation of 4x 5x EBITDA within target range• Attractive valuation of 4x-5x EBITDA within target range
25
26. Agenda
Company overview & Highlights01
Financials FY 200902
How to grow03
Market & Outlook04 Market & Outlook04
Appendix05
26
27. 04 Improving price environment
1 100
1.200
nthe
800
900
1.000
1.100
and($/st)in
500
600
700
800
t)inEurope
US
200
300
400
eelprices(€/t
• Steel prices are globally rising into Q2
Mar
06
May
06
Jul
06
Sep
06
Nov
06
Jan
07
Mar
07
May
06
Jul
07
Sep
07
Nov
07
Jan
08
Mar
08
May
08
July
08
Sep
08
Nov
08
Jan
09
Mar
09
May
09
Jul
09
Sep
09
Nov
09
Jan
10
Mar
10
May
10
Ste
HRC-Europe HRC-US Medium sections-Europe Beams-US
• Steel prices are globally rising into Q2
• Flat product supply is getting tight
• Iron ore and coking coal prices will shift cost curve of production significantly
27
Source: SBB
28. 04 Steel inventories in the US remain near all time lows
4,013.500
3,5
11.500
12.500
nts
o)
3,0
9.500
10.500
sofshipmen
entories(Tto
2,0
2,5
7.500
8.500
Month
Inve
1,55.500
6.500
Mar 08 May 08 Jul 08 Sep 08 Nov 08 Jan 09 Mar 09 May 09 Jul 09 Sep 09 Nov 09 Jan 10
• Still comparatively low inventories throughout the supply chain leaves room for
technical demand increase
Inventories Months
28
Source: Metals Service Center Institute
29. 04 Steel inventories also in Europe still low
5,0120
4,0
4,5
100
110
nts
3,0
3,5
90
100
ofshipmen
cksIndex
2 0
2,5
70
80
Months
Sto
1,5
2,0
60
70
Jan 08 Mar 08 May 08 Jul 08 Sep 08 Nov 08 Jan 09 Mar 09 May 09 Jul 09 Sep 09 Nov 09 Jan 10
• Inventories are on historic low levels although months of shipments are increased due
to weak December sales volumes
Stocks Index Months
29
Source: Eurometal, Stocks Index 100 = average 2007
31. 04 Outlook 2010
• Sales to grow by more than 20% including acquisition impact with only limited contribution
from real demandfrom real demand
• Increasing volume and sales development for Becker Stahl-Service Group compared to
last year benefiting from automotive recovery in H1
• Higher average sales prices per ton in Q1 compared to Q4/09, although volumes still low
given strong winter and so far hesitance of customers to restock
• Q2 expected to benefit from strong price increases backed by higher raw material prices
and tight market supply especially in flat resulting in pre-buying activity
• Risk of reversal of prices in H2 if real demand is not picking up to support utilization of the
mills
• Significant positive EBITDA in 2010 but not back to target margin of 6%
• Still more than half of the €600m earmarked for acquisitions available to further drive
lid ticonsolidation
31
32. Agenda
Company overview & Highlights01
Financials FY 200902
How to grow03
Market & Outlook04 Market & Outlook04
Appendix05
32
33. 05 Appendix
Financial calendar 2010
May 12 2010: Q1 interim report 2010May 12, 2010: Q1 interim report 2010
May 26, 2010: Annual General Meeting
August 11, 2010: Q2/H1 interim report 2010
November 10, 2010: Q3 interim report 2010
Contact details Investor Relations
Dr. Thilo Theilen, Head of Investor Relations & Corporate Communications
Ph 49 203 307 2050Phone: +49 203 307 2050
Fax: +49 203 307 5025
E-mail: thilo.theilen@kloeckner.de
Internet: www.kloeckner.de
33
35. 05 Balance sheet as of Dec. 31, 2009
(€m)
Dec. 31,
2009
Dec. 31,
2008* Comments
Long-term assets 712 811
Inventories 571 1,001
Shareholders’ equity:
• Increased from 35% to
41%
Trade receivables 464 799
Cash & Cash equivalents 827 297
Other assets 139 176
• Would be at 55% if
cash would be used for
debt reduction
Financial debt:Other assets 139 176
Total assets 2,713 3,084
Equity 1,123 1,081
• Gearing reduced from
53% to -14%
Total long-term liabilities 927 1,177
thereof financial liabilities 619 813
Total short-term liabilities 663 826
thereof trade payables 398 392
Total equity and liabilities 2,713 3,084
Net working capital 637 1,407
35
Net financial debt -150 571
* restated due to initial application of IFRIC 14
36. 05 Statement of cash flow
Comments(€m) FY 2009 FY 2008
• Operating CF
negatively impacted by
volume drop, offset by
change in NWC
Operating CF -158 386
Changes in net working capital 769 -87
change in NWC
• Investing CF mainly
balanced because of
postponement of
g g p
Others -46 -112
Cash flow from operating activities 565 187
Inflow from disposals of fixed assets/others 14 388 acquisitions and
investment cut
Inflow from disposals of fixed assets/others 14 388
Outflow from investments in fixed assets/others -22 -316
Cash flow from investing activities -8 72
Convertible bond 96 0
Rights issue 193 0
Changes in financial liabilities -284 -46
Net interest payments -28 -37
Dividends -1 -40
Cash flow from financing activities -24 -123
36
g
Total cash flow 533 136
37. 05 Significant acquisition potential in fragmented markets
M&A StrategyConsolidation among steel producers
is well ahead of highly fragmented
• Achieve profitable growth
• Strengthen country power vs. suppliers for core
group products
g y g
distribution sector
18% Others
Top
6 -20 Others
Western Europe
• Strengthen country specific market positions
• Expand footprint outside construction industry
• Focus on geographical core markets in EU, NA and
18%
32%
50%
61%
39%
Others
EEC to leverage existing network
Target selection criteria
Top 5 Top 5
Top
6 -20 Others Others
• Profitability above group average
• Strong synergy potential in purchasing, admin and
warehousing with low integration risk
31%
69%
17%
18%
65%
Others
g g
• EV/EBITDA multiple between 4x and 6x EBITDA
• EPS-accretive from year one
69%
Top 5 Top 5
North America
37
38. 05 Leading producer-independent multi-metal distributor
European competitive landscapeLargest independent multi-metal
distributor
8
12
16 Sales 2009 in €bn
9.4
Europe:
~3,000 market participants
Mill-tied distributors¹
38%
0
4
8
AM3S TKMS Klöckner & Reliance Ryerson
6.6
2.1
3.9 3.7
Other independent
distributors²
62%
Source: Eurometal (2009), based on turnover in tons
1 Top 3 mill-tied distributors ArcelorMittal/ ThyssenKrupp/ Corus
North American competitive landscape• Sourcing flexibility
• Abilit t bt i t l t k t i
AM3S TKMS Klöckner &
Co
Reliance
Steel
Ryerson ² Klöckner & Co is largest independent distributor
• Ability to obtain steel at market prices,
even in tight markets
• Better ability to react to changes in supply
and demand as products are sourced
Rank Company Mkt. Share
1 Reliance Steel 5.7%
2 Ryerson Inc 3.5%
3 McJunkin Red Man 2.6%
4 Samuel, Son & Co. 2.1%
North America:
~1,200 market participants
Mill-tied distributors
Top 15
28.2%
8.1%
and demand, as products are sourced
from a variety of suppliers
• Mill-tied distributors competing against
customers of the mills
…
10 Klöckner-Namasco 1.2%
11 A.M. Castle & Co 0.9%
…
Top 15 combined 28.2%
Other
independent
distributors
63.7%
38
customers of the mills
Source: Public information Note: Average exchange rate $/€ 2009: 0.695
1 Includes complete Steel Solutions and Services 2 Mill-tied distributors
Source: Metal Center News (Sept. 2009), Purchasing Magazine (April 2009), based on sales
39. 05 Current shareholder structure
Geographical breakdown of identified institutional investors
Comments
• Identified institutional investors account for 57%
• UK based investors dominate (Franklin remains Klöckner’s biggest
investor with 9.41% of the total shares outstanding)investor with 9.41% of the total shares outstanding)
• Top 10 shareholdings represent around 27%
• Retail shareholders represent 24%
• 100% free float
39
100% free float
40. 05 Our symbol
the ears the eyesthe ears
attentive to customer needs
the eyes
looking forward to new developments
the nosethe nose
sniffing out opportunities
to improve performance
the ball
symbolic of our role to fetchsymbolic of our role to fetch
and carry for our customers
the legsthe legs
always moving fast to keep up with
the demands of the customers
40