Bureau Veritas SA

PAR:BVI

Earnings Call Transcript 2022-Q4

[Didier Michaud-Daniel, CEO]

Good morning, good afternoon, and good evening to everyone. Thank you for joining Bureau Veritas Full Year '22 Results on the webcast and on the call. Hinda Gharbi, the group's Deputy CEO; and Francois Chabas, our group CFO, are here with me to present our results.

The group has delivered an excellent set of results for '22, and these are a great credit to all our teams around the world. The environment remained volatile throughout last year with the consequences of the war in Ukraine and several lockdowns in China. So we continue to take measures to ensure the health and safety of all our employees. Employee safety is paramount for the management team. I would like to thank and congratulate all our teams in the 140 countries where we operate. They have once again been highly committed, mobilized and ensured in efficient solutions and support for all our clients. Hinda Gharbi joined Bureau Veritas in May '22 as Chief Operating Officer, and we've been working together to ensure a smooth transition since then. Since the beginning of the year, Hinda has become Deputy CEO and is currently running the company with my support. She will succeed me as Chief Executive Officer at the Annual General Meeting on June 22. I have been honored to have led the successful transformation of Bureau Veritas over the past 10 years. The group is today more resilient, more diversified, more responsible, more digital and has a highly talented team. I am delighted to be handing over the reigns to Hinda, who I know will continue to develop the group successfully. I take this opportunity to pay tribute to all our employees, who have shown strong commitment, agility and hard work to deliver the group's transformation, which is so well illustrated by last year's excellent results.

Before going through the '22 financial highlights, I would like to say a few words on our CSR key performance indicators, where we have made consistent progress ever since we made our commitment to act responsibly in order to shape a better word. Let's highlight the five key CSR KPIs. For a better workplace, health and safety is an absolute. Diversity. Diversity is key. This starts at the top, and today, we have four female members of our Executive Committee out of 13. The proportion of women in leadership positions has increased to 29.1% in the year '22, up 3 points year-over-year towards our 35% target by '25. As far as environment is concerned, we are committed to reducing our CO2 emissions. In '22, our CO2 emissions per employees reduced by 7% compared to '21. Regarding better business practices, FX is an absolute, and we continue to work to ensure compliance across all our operations. We are on track to achieve our '25 commitment and the execution of our CSR strategy was again recognized by the receipt of a number of awards during '22.

We have delivered a very strong set of results for '22. Strong topline growth, solid operating margins and excellent cash generation. As a result, our financial structure is stronger than ever. Revenue totaled €5.65 billion, up 13.4% year-on-year and [7.8%] organically. This has been achieved despite the impact of the lockdowns in China and the consequences of the war in Ukraine. Adjusted operating profit increased by 12.5% year-on-year to €902 million with a margin held at 16%. Our adjusted net profit is up 11% to above €0.5 billion, the first time in Bureau Veritas' history. Free cash flow. Free cash flow rose 9% to €657 million. This reflects a strong operating performance and a very well-managed working capital requirement. This led the group's leverage ratio being reduced even further to below 1 times, a record. Consequently, a dividend of €0.77 per share will be proposed corresponding to an increase of the payout ratio to 65% from 50%. This payout ratio is the new dividend policy proposed by the Board to reflect our strong financial position following our deleveraging. At the same time, Bureau Veritas continues to pursue its M&A strategy to capture long-term growth opportunities.

We have delivered all the objectives we set for '22, despite adverse economic and geopolitical conditions, 7.8% organic revenue growth in '22 above our mid-single-digit target. Our margin up 10 basis points year-on-year, excluding the full year impact of the COVID-19 lockdowns in China. The strong cash flow with a cash conversion above 90% at 93% for the year 2022. This is in line with our '25 strategy. This excellent financial performance has been accompanied by a number of other key developments of particular interest. First, the strength of our organic development. Our steady organic revenue performance fully demonstrates that we are today reaping the rewards of our business and geographical diversification and market positioning. Second, in 2022, we have also resumed the development momentum with four promising bolt-on deals. They strengthened our diversification in our consumer products activities and position the group in the U.S. B&I market. Thirdly, as expected, the focus on higher safety, quality and environmental stewardship continues to gather momentum and prominence. We have seen accelerating demand for our BV Green Line of services and solutions. Looking in more details at the source of our sustained organic growth. These pie charts illustrate the excellent balance we now have to our portfolio. When we look at a snapshot of '22, first, we see how the individual growth engines are driving each business forward. Second, the strong franchise across all continents. In the year, all our regions grew organically with Americas, Africa and Middle East leading the pack. Europe delivered a solid 4.8% growth while Asia Pacific grew 2.2%, obviously, impacted by the lockdowns in China. With a diversified mix in terms of geography and business sector, this strong balance brings agility, resilience and visibility. The future growth platform is now in place across the whole of the group.

I now hand over to Hinda. Hinda?

[Hinda Gharbi, Deputy CEO]

Thank you, Didier. Good morning, good afternoon and good evening, everyone. Since I joined last May, I have visited many of Bureau Veritas' operations around the world, giving me a broad understanding of the group's businesses. It was a privileged time to assess their strength, to understand the potential, to drive growth and earnings. Joining Bureau Veritas in a complex year like 2022 gave me a firsthand experience of the different key attributes of the portfolio. First, cycle-proof businesses, particularly around the extractive industries and construction. Second, an ongoing geographical scaling that is contributing to the strength of our global business lines. Finally, a developing portfolio in one of the fastest-growing markets, namely sustainability and new energy through our Green Line suite of services. In the coming slides, we would like to share with you specific examples of how these attributes have contributed to the successful execution of 2022. First, I would like to talk to you about the diversification and the ongoing cycle proofing of our revenue stream. As indicated by the pie chart on the left, we derive our business resilience from the diversified mix of our portfolio. Thanks to the growth of our Opex Services and the diversification of our CapEx revenue streams, we have reduced our exposure to cyclical CapEx-intensive sectors. At the end of last year, 40% of revenue was derived from Opex and Systems, which our services performed on our clients' existing assets. This brings repeat business, often driven by regulations and standards and gives us a high level of visibility on our future revenue streams. 34% is Products related from our Consumer Products and Agri-Food & Commodities businesses. It is largely volume driven and impacted by innovations and technological advances in testing and inspection. Finally, 26% of our revenue was generated in the CapEx space. Most importantly to retain, the vast majority of our business is driven by large-scale investment programs and by the positive momentum towards a greener economy. As little as 10% of total group revenue was generated from the most cyclical markets such as residential housing, oil and gas and mining projects.

Next, I would like to share how B&I, our largest revenue contributor, is growing. First, we are expanding our services, resulting in a well-balanced revenue mix between OpEx and CapEx-related services at 45% and 55%, respectively. And second, we continue to scale our B&I geographical footprint to become global, operating today in over 50 countries. We have 3 key platforms: one in Europe, which accounts for half of the divisional revenue with a good distribution of our business across U.K., Spain, Italy and the Netherlands, all are providing attractive growth opportunities. France, of course, remains the largest revenue generator with 75% of our French operations derived from favorable regulation around existing assets. The second platform is Asia Pacific with revenues predominantly coming from China. Here, the CapEx business is focused on large infrastructure assets in transportation and energy. While the business has been impacted by COVID in '22, the midterm prospects remain solid. And third, our most recent platform, which is across the Americas. It now represents 27% of divisional revenue, mostly generated in the U.S. to which I will turn now. Our business in the U.S. is highly diversified, structured around data center or commissioning of data centers, OpEx and CapEx-related services. We have built this platform through a series of acquisitions and by expanding our legacy business. Today, around 25% is OpEx-driven. This is the in-service compliance and inspection services. It includes elevator or heating equipment inspections, for example. Around 50% is CapEx-led, focusing on different end markets, commercial buildings, residential and a growing exposure to infrastructure. The final 25% is linked to the high-growth sector of data center commissioning, where we have a leadership position and proven expertise. Here, we support the construction phase of data center projects as digital transformation expands all economic sectors. We are leveraging this expertise to grow our international business in this domain.

Turning now to the sustainability and new energy market. BV Green Line includes all our solutions and services in sustainability enabling sectors like the new energy space. It also encompasses our solutions to support our customers in their sustainability or ESG management journey. In '22, we have seen an acceleration of sustainability programs globally and in all sectors an increasing investment in low carbon power generation. Today, the BV Green Line amounts to 55% of our total sales. Building & Infrastructure remains the biggest contributor, driven by green buildings, energy efficiency programs. The European Green Deal, as an example, is creating new opportunities contributing to our sales pipeline growth. Resources and production remains a significant part of the mix, where the continued investment in renewable energy projects constitutes the main growth driver. We see an increased momentum in social, ethics and governance as both private and public organizations implement their sustainability programs. We're pleased with the pace of growth of our Green Line. The brand is now well established. Bureau Veritas is leading the way in sustainability services innovation. We are diversifying our clients and our geographical reach. We have an expanding portfolio of services for which we can see several examples listed on this slide under each area. We continue to engage with our customers and develop new services to respond to their needs. We were recently awarded a contract by Teleperformance, a leading provider of digitally integrated business services for BV, to act as a third party and deliver an independent assurance of their ISO 26000 standard on social responsibility. This example and many others denote strong customer demands for innovation in this field. We will continue to develop our Green Line suite of services as we pursue growth in the sustainability and energy transition spaces.

I now hand over to Francois for the full financial results.

[Francois Chabas, CFO]

Thank you, Hinda. Good afternoon to all. Before doing a deep dive into the numbers, a few words on the key financial achievements of '22. Once again, we have proven our ability to navigate through a challenging environment with a strong organic growth throughout the year. We protected the margin despite the Chinese lockdowns and the war in Ukraine, and we delivered a strong EPS growth, led by solid operating and financial performance together with further deleveraging. This contributed to a further decrease in our leverage ratio down to 0.97 times, the lowest level since Bureau Veritas' IPO. Looking at the revenue now. We delivered €5.6 billion in the full year, breaking the €5.5 billion mark for the first time in Veritas history with an overall growth of 13.4%. Organic growth reached 7.8%. This illustrates the steady resilience of our portfolio, given especially the '22 context. It is a combination of volume and price effect. We estimate that the price component is in the range of 1.5% to 2%. External growth contributed 0.9% on a net scope basis. Zooming at Q4, bolt-on acquisition added 1.6% to our top line. ForEx finally had a material positive impact of 4.7%, which is mainly attributed to the appreciation of the U.S. dollar and pegged currencies against the euro. In Q4 as well, the positive impact was 3%.

When we look now at the overall performance of the group, we have a growth that is, as you can see, very much broad-based and demonstrates again the resilience of our overall portfolio. Our top-performing businesses is Industry, which grew double digit organically in the year. Then both Marine & Offshore and Agri-Food & Commodities were up above 9%, well above historical levels. Building & Infrastructure, the largest business of the group, increased by 7.6%, notably supported by the momentum of our platform in the Americas. Certification was up 5.5%, benefiting from strong demand for sustainability-driven solution. Finally, Consumer Products grew moderately at 1%, impacted by supply chain and Chinese disruptions. If we focus on the fourth quarter now, organic growth achieved a strong 9.3% with double-digit organic revenue growth for 4 out of 6 activities. Only Consumer Products was down minus 4.4% organically for the reasons I have just mentioned, but you will notice it benefited from a 6.2% scope effect. The 3 acquisitions we made in '22 are now well integrated into our operations. So this brings me to the external component of our top line. Bolt-on acquisitions have accelerated in '22. As you can see on the chart, our M&A activity has gradually returned to pre-COVID levels with 4 transactions realized in '22 in strategic areas, representing €74 million in annual revenue. Our approach is disciplined and selective and fully aligned with the group's strategic priorities. If we look back, two main takeaways of our M&A policy since '21. First, Renewables and B&I in the U.S. and Consumer Products diversification are the key area of focus. We allocate 70% of capital toward the U.S. Looking ahead, we will continue to pursue opportunities that strengthen and expand the portfolio of the company.

Moving now on the margin bridge. Despite the changing environment, as you all know, we delivered a healthy 16% margin in the year. This is in line with the 16% floor set at our Capital Markets Day, as you will remember. This illustrates the efficiency of operational excellence and the good execution of our contingency plans. ForEx added a modest 6 basis points. And if we include -- exclude the Chinese impact, our adjusted operating margin would have progressed by circa 10 basis points. Within the portfolio, the revenue growth and operating leverage drove organic margins higher in Marine & Offshore, up 130 basis points organically to 24.1%. And in Agri-Food & Commodities, which was up 100 basis points, to 14.4%. Elsewhere, Industry margin was reduced to 11.8%. It was impacted by contract termination and [post for] mix effects. B&I margin was down to 13.7%, largely due to the lockdown measures in China with the suspension of construction sites and stop and go operation throughout the year. Our Certification business maintained a record high margin at 19%, thanks to enhanced operational efficiency. And as you can see, our consumer good margin remained very much resilient at 24%. Overall, we have managed to keep the margin at the floor of 16%.

Moving now to the other financial metric in the full year, EPS, cash and the balance sheet. Starting with EPS. We delivered a record adjusted EPS of €1.18, up 10.7% year-on-year. This reflects the strong operating performance, organic and ForEx led, but also lower financial charges. We are now 16% ahead of the 2019 levels, and we are confident to maintain a positive EPS momentum. Moving to the cash flow statement. Free cash flow is up 9% year-on-year to a strong €657 million. Here again, that's a record cash generation for the company. Despite the strong revenue performance in the fourth quarter, our working capital requirement outflow was kept under control at €12.5 million compared to €13.6 million outflow the previous year. And for your reference, the temporary impact we mentioned in the first semester in relation to the Chinese lockdowns has been now fully solved. We remain very disciplined when it comes to investment. CapEx stood at 2.2% of revenue compared to 2.3% in the year '21, and moving now expect this to be in the range of 2.5% for the full year '23. On a personal note, I would like to congratulate all the financial team within the company. We have led the free cash flow agenda for the past 4 years in an exemplary manner. The chart on the right is really a sign of the involvement of those teams continuously through the year.

As a conclusion, we closed '22 with a very strong financial structure. The group's adjusted net financial debt decreased below €1 billion at the end of '22. Our leverage ratio was further reduced to 0.97x, down from 1.10x at the end of 2021. We have no major refinancing before 2025. 100% of our debt is at fixed interest rates. We have deleveraged by €1 billion compared to 2019. The average maturity of the group financial debt is 3.9 years, with a blended average cost of fund over the year of 2.1%. In terms of dividends, as Didier previously mentioned, Bureau Veritas' Board of Directors is proposing a dividend of €0.77 per share for '22, up 45% compared to prior year. This corresponds to a payout ratio of 65% of its adjusted net profit, a level which the group expects to maintain moving forward. Bureau Veritas has a significant financial flexibility to make acquisitions to capture long-term growth opportunities. To sum up, this strong financial performance has been delivered, thanks to a lot of hard work from all the teams across BV. And I now hand back to Hinda for the business review.

[Hinda Gharbi, Deputy CEO]

Thank you, Francois. Going into more details of the performance of our business lines. Let me share with you the highlights of the year. For Marine & Offshore, the business delivered a very strong 9.4% organic revenue growth in the year. It was equally driven by both in-service and new construction activities. We grew double digit in the core in-service activity. This came from solid pricing, an exceptional number of occasional surveys and one-off regulatory services. The shipping market maintained a very positive momentum in '22. Our new orders totaled 9 million gross tons, up 12.5% year-on-year. At year-end, more than 60% of orders for new ships were based on dual fuel systems and expertise where we are leading. The resulting solid order book gives us good revenue visibility. For Agri-Food & Commodities, the business recorded an organic growth of 9.3% for the full year. The Oil & Petrochemicals segment delivered high single-digit organic growth, thanks to increased testing volumes from higher fuel consumption and price increase initiatives. We continued our diversification into nontrade-related activities and value-added segments such as Oil Condition Monitoring, fuel marking programs, biofuels and sustainable aviation fuels. Our Metals & Minerals business achieved double-digit organic performance overall. It benefited from a strong exploration market across the group key hubs and in the continued success of the group's on-site laboratory strategy. We continue to see high demand for copper and base metals led by the electrification in many economies. Our Agri-Food business grew low single digit, primarily fueled by agricultural products and food testing in the U.S. Lastly, Government Services achieved a strong double-digit organic growth, led by the ramp-up of several Verification of Conformity contracts and increased value of inspected goods.

Moving to Industry now. This business line recorded the highest organic performance of 11.4% in our portfolio. The diversification towards OpEx and Power & Utilities markets continue to pay off with a solid momentum around grid OpEx business in Latin America and nuclear power generation in Europe. In Renewables, we grew double digit organically with opportunities mainly in wind and battery energy storage projects. In Oil & Gas, the performance was strong overall with OpEx benefiting from strong sales pipeline conversion and a catch-up effect of 2021 delayed projects. Today, the group's low carbon Power Generation business represents a larger proportion than Oil & Gas CapEx projects in our revenue mix. For Building & Infrastructure, our largest business, as I have mentioned earlier in the portfolio highlights, our business line continued to expand both geographically and in terms of capability and is now a balanced and resilient growth platform. In '22, we recorded 7.6% organic revenue growth and by the strong performing Americas region, despite a challenging year as we've mentioned in China. From a mix perspective, construction-related activities grew faster than buildings in service activity, benefiting from new projects in Americas and the Middle East.

Turning to Certification. Overall, business growth was supported by both volumes and robust price increases across most geographies and schemes. As the momentum around sustainability management continues, we are witnessing an increased demand for solutions and services across many regions in the world. Customers are seeking help with their emissions plan assurance, developing traceability for their products and accelerating execution of their CSR programs. For the full year, we recorded an 18% growth in our sustainability services here. These were specifically driven by a strong demand for verification of carbon emissions, supply chain audits on ESG topics and assurance of sustainability reporting. For Consumer Products, H1 exceptional management of disruption in China and the resulting strong performance helped mitigate the more challenging H2, delivering a 1% organic growth for the year and holding margins at 24%. To wrap up this section, I would like to say a few words on pricing. The persistent inflation in many of our operating countries, the need to compensate our talent competitively and support our growth momentum is putting pressure on our wages. This is requiring that we offset this wage inflation through price increases. In '22, we were able to realize price increases in the range of 1.5% to 2% in our revenue growth. We are working diligently now to push through further increases in 2023 as our pricing programs are industrialized and monitored around the world. End markets are, of course, different, and while mass markets benefit from a faster pricing dynamic, larger contracts require longer commercial negotiations and take time to be realized. Overall, in 2023, we expect pricing to be above 2022 levels.

Moving on to the outlook. For '23, based on the healthy sales pipeline, near-term customer demand expectations and sustainability-led growth opportunities and taking into account the number of macro uncertainties this year, we expect to deliver mid-single-digit organic revenue growth, a stable adjusted operating margin and strong cash flow with a cash conversion above 90%. Finally, I would like to close this presentation with a few thoughts. We delivered on our commitments with a strong operating and financial performance in 2022, a record year, leveraging a solid portfolio and driven by a reliable execution and proactive management. While we acknowledge the macro uncertainties in 2023, we are sharply focused on what we control, specifically delivering superior customer service, addressing customer new needs and a disciplined execution of our business plans, in particular, our pricing programs. I'm confident in the long-term opportunities for our tech sector as they are supported by powerful and defining megatrends around sustainability and energy transition. We want to be our customers' preferred partner as they address imperatives of ESG, regulatory compliance and excellence. I am impressed by the diversity of our people, knowledge and their expertise. We will leverage their thinking to continue to shape our portfolio with sustainability at its core and with profitable growth as its ambition. Most importantly, innovation and digital will be at the heart of how we will increase agility and create new value for our clients, our employees and shareholders. Thank you all for your attention. Before we answer your questions on the call or on the webcast, let me take this opportunity to pay a tribute to Didier for his leadership and strong commitment to Bureau Veritas' transformation over the past 10 years. On a more personal note, I want to thank Didier for his support and guidance since I have joined. Thank you, Didier.

[Didier Michaud-Daniel, CEO]

Thank you, Hinda. So for the Q&A session, Hinda will answer most of the question alongside Francois as she's now running the company with my support. So we can open the floor for questions.

[Operator]

[Operator Instructions] The first question comes from the line of Paul Sullivan calling from Barclays.

[Paul Sullivan, Barclays]

Three for me. Firstly, it's still not clear to me why margins are expected to be flat in 2023, given you had the combination of China reopening, you've got good revenue momentum, lower margin contract exits, benefits from restructuring and a greater contribution from price increases. So is it an abundance of caution? Is it wage inflation and reinvestment or sort of structural pricing pressure? So some color there would be very, very helpful. And then secondly, could you provide an outlook by division, your usual relative out and underperformers, both by revenue and margin? And then finally, on M&A. Is there an argument that you should be stepping it up now, or are you happy with the sort of the limited bolt-on acquisitions that you're doing at the moment? And is there also an argument to accelerate the disposal of lower structural growth activities, too?

[Hinda Gharbi, Deputy CEO]

I'm going to perhaps start with the last question, and then we'll get back to the margins. I think we will have a few things to say there. First of all, look, I think we are still -- we are very -- we have been very disciplined. We deleveraged the balance sheet. We have a strong balance sheet that gives us flexibility to be able to pursue M&A and really go after our long-term objective of profitable growth. So I think we will be extremely focused on finding value when we are pursuing M&A. And of course, as we look at the portfolio and we examine the value of that portfolio and the opportunities we have with it, we will make a decision on that. I think it's too early for me to say exactly what that is, but certainly, this is directionally how I am looking at M&A. Francois, would you like to take the underperforming?

[Francois Chabas, CFO]

Paul, thanks for your questions. On the -- I would say, the main takes on the over and underperforming businesses. I would say, when we look back at '22, first, I think the big lesson is, we've kept on our commitment to deliver overall a 16% margin. You know we are a portfolio company where we have some strong business margin-wise above the average of the group, some of which are the average and some which are below. So we have to work with this. When we look at, I would say, the highlight of the year, clearly, we have -- and I think we said it a couple of times now, we have been positively surprised by the performance of Marine & Offshore this year compared to the view we had at the time of the plan. I think this business shows that they are benefiting a lot from constraints which are put on the maritime industry when it comes to sustainability more than what we are initially thinking and the year '22 reflect this. Even though there was some positive one-off in Q4, I think the good news to me is, this translates as well margin-wise. I'm sure you have noticed the operational leverage on Marine is now firmly reaffirmed this year.

On the flip side, if I want to make it short, Consumer Products has been, as expected, going through a tough H2. As you remember, we were happy with the resistance in H1. We had highlighted already in the summer that we were seeing H2 as being way more difficult when it comes to business and business disruptions. We are especially happy with the performance when it comes to margin. A lot of efforts have been made to protect the margin of Consumer Products, despite a negative fourth quarter at minus 4.4%. So all in all, very resilient despite the situation when it comes to [the opening], as you know, of China, which has, at the first place, brought more disruption than anything else. And then across the board, if I had to highlight one of those, I would say, no major surprise when it comes to the other segments. The big thing to remain -- to keep in mind is, when it comes to margin, I think the view of the company is not to refrain growth of some segments, namely B&I, which is by far the largest segment of the company, but has, by definition, a margin that is lower than the margin of the group. We will not stop the growth there, but I think the commitment that the company takes towards the market is regardless of a dynamic of growth. We reaffirm that 16% is the floor, and that's the way you should read the guidance in my view.

[Hinda Gharbi, Deputy CEO]

I was just going to add, Paul, that it's -- we continue to -- we are prudent because we want to deliver on our commitments, but more importantly, we are looking forward, and there are a number of uncertainties. So we feel are still committed to our 16% floor, and we'll continue to work towards that. And then we will -- that doesn't stop us over time and over near term -- rather midterm to see how we can improve margins, but I think considering the uncertainties this year, this is a sensible guidance on the margins.

[Paul Sullivan, Barclays]

So it's a combination of mix and macro uncertainty?

[Hinda Gharbi, Deputy CEO]

We could say yes to that, Paul.

[Operator]

The next question comes from the line of Suhasini Varanasi calling from Goldman Sachs.

[Suhasini Varanasi, Goldman Sachs]

Two for me, please. On pricing, you've indicated that the pricing benefit is likely to be higher in '23. Can you provide some color around this please, or maybe give us some idea on how the run rate was in Q4 versus Q3 and first half so we can see how it's been improving? And secondly, on the Industry division, just wanted to clarify the margins that fell in the second half last year. Hinda, I think you've pointed out a couple of factors, termination of low-margin OpEx contracts and the exit of the aerospace unit. Just wondering why the termination of the low-margin contracts did not benefit your margins in second half and why it was a drag? And maybe to clarify, what benefit do you expect to margins in the Industry division going into '23?

[Hinda Gharbi, Deputy CEO]

Look, on the pricing, we -- as we've mentioned, we have closed 2022 with a revenue impact of 1.5% to 2%, and we have pricing programs being industrialized around the world. I think our guidance of being above 2022 takes into account that you have a mix of contracts, right, or markets. We have mass markets where the price dynamic is quite visible, and I would say, more immediate versus larger contracts with different type of customers that takes time to negotiate and takes time to realize. So I think what we are guiding here is that it will be higher considering all the work done in 2022, but it's too early really to be more specific on that. On the Industry division, Francois, do you want to take that?

[Francois Chabas, CFO]

Yes, for sure. On the Industry, your question makes full sense. What we've done in H2 is that we have continued to terminate some large assignments or let's [create] more precisely, not renew some assignments, and we took demobilization cost over H2, which aligned with what we said previously, will pay off -- we expect to pay off in 2023.

[Operator]

The next question comes from the line of Simon LeChipre calling from Stifel.

[Simon LeChipre, Stifel]

Two for me, please. First, on China, if you could just confirm [or not it was] a drag it was in Q4. And if you could give us some details on what do you expect as a scenario for 2023 in China? And so only on margin, if you could help us understand the theme for this year between H1 and H2?

[Hinda Gharbi, Deputy CEO]

So look, I think for 2023, it's a little bit too early to comment on China. I mean, obviously, all the news are pointing to reopening happening and probably, from the second quarter, but it's extremely hard to really have a clear, clear guidance on that. But obviously, that's a positive, positive outlook to see China picking up. We don't know how and how quickly things will come back to normal. So that's all what we can say on China. In Q4, I think we have put it in our press release. We talked about the activity of Consumer Products that suffered like in China from the -- first the lockdowns, and then after that, there was the sudden opening, which really resulted in massive infections, which then implied that there were a lot of absences both in our operation, but also customers, the whole economic activity really halted. So those operations suffered in Q4, and we've showed, of course, that our business in Consumer Products suffered in Q4 from that, but also from the fact that there have been a reduction in consumer -- in the consumer markets for everyone, as we've explained in our Q3 results. The second activity that also gets impacted is the B&I activity and suffers from that because the lockdowns initially -- basically creates this intermittent work schedule and it stops construction sites. So that was the impact. And of course, as we go through these infections, we'll see how that goes in Q1. But that continues to be a theme there. Francois, did you want to talk about H1 margin, H2?

[Francois Chabas, CFO]

We do not guide on the seasonality, but I think, again, what you -- to be kept in mind is, we have 16% of the floor, and we'll make sure we achieve it as we did this year.

[Operator]

Next question comes from Pablo Cuadrado calling from Kepler Cheuvreux.

[Pablo Cuadrado, Kepler Cheuvreux]

Just three quick questions from my side as well. The first one will be if you can detail it a bit more the one-offs that affected the Marine & Offshore particularly. I recall that there was something already positive happening in Q3 and as you mentioned today as well during Q4. Just to understand, if you want, which could be, I don't know, the clean organic revenue growth of the division looking to last year. The second question will be on the dividend and the increase in the payout. You have -- well, stated that there is going to be recurring going forward. Clearly, you have not abandoned your M&A aspirations. But the question will be, in the past, I recall that you mentioned that you were looking for a leverage, provide us a profile between 1.5 to 2.5. Clearly, you are below. Is this a new payout ratio a reference that will be in place until you reach, I don't know, the top of that leverage ratio? Or basically, we should assume that it's going to be there forever? And the last question is on the renewal TIC services. I also remember that last year at the full year results, it was providing a figure of around €130 million of revenues already coming from renewable tech services. I was wondering whether you can update us with the figure that you had in 2022?

[Hinda Gharbi, Deputy CEO]

The last. What is services, I couldn't hear that.

[Didier Michaud-Daniel, CEO]

Renewable revenue.

[Pablo Cuadrado, Kepler Cheuvreux]

Yes. Renewable tech services. Everything with solar, BV, wind farms, all that.

[Hinda Gharbi, Deputy CEO]

So let me cover the Marine & Offshore Q4 performance there. It was a strong performance, indeed. And as I've mentioned, there was a combination of classification for new constructions and that's really a conversion of our existing backlog. And as I've mentioned, both the year before and last year, we had strong sales. So we have a very healthy order book, which we are converting. So that was one part. The second part is the ship in-service activity, which is the OpEx activity, was also very strong. There are a number of surveys that -- there was a catch-up of some surveys that were delayed because of lockdowns. There's also quite a bit of pricing impact as well, and there are some one-off services that were done for compliance. It's around ballast water actually compliance for ships, and they have certain deadlines they have to catch up with. That was a major one-off and that contributed to that double-digit performance for M&O. Francois, you want to answer on the dividend?

[Francois Chabas, CFO]

Thank you, Pablo, for your interesting question on dividend. First, to put that a little bit in context, you need to take into consideration that since 2018, the company has deleveraged. It has been said a couple of times, but not only in ratio, but in absolute numbers. The company has deleveraged or reduced its net debt by €1 billion. So when it comes to does that inflection of policy ensure the financial structure of the company, the answer is very simply, no. You can do the math. There is no risk at all. The point is to say, we have a very healthy financial structure. We want to return some of the value to the shareholder while at the same time getting M&A programs in full motion. And the good news is that this company today can afford to have both without any unbalance. So I think it's a credit again to the effort done on free cash generation because that helps now the company to be able to choose both.

[Hinda Gharbi, Deputy CEO]

On the renewable -- the last question there, Pablo, on the renewables or what we refer to as low carbon in general power generation, we continue our growth program there. I think when we have now established technical centers for that. We are -- we can support operations around the world. And as I've mentioned I believe earlier, we have now -- our revenue is actually superseding our Oil & Gas CapEx revenue stream. So this is growing healthily, and it covers everything from wind projects. We have solar projects, for example, in the U.S. We have wind projects in Asia. We have a number of good programs there that we started in 2022. We have a very strong activity and of the whole low-carbon power generation in nuclear in France, for example, which is a unique activity we have here. So momentum is there. We continue to invest in renewable growth and low carbon power generation around the world, and we expect it to continue to grow healthily.

[Operator]

Next question comes from the line of Sylvia Barker calling from JPMorgan.

[Sylvia Barker, JPMorgan]

Two questions from me as well. First, on wage inflation. You touched on that in your prepared remarks, but what was roughly wage inflation in '22? And how much higher will that be in '23? And if you have any other comments on kind of travel or energy costs or any other important cost item, that will be interesting as well. Secondly, on the Marine order book, it is still very, very strong. Can you talk to the average length of these projects? When or how much of that might be hitting 2023? And what might the likely margin be on that work? And then finally, on Power & Utilities. So you're seeing steady organic growth. I suppose it was double digits early in the year. Is there anything to note on that segment?

[Hinda Gharbi, Deputy CEO]

So on wage inflation, I think it's -- there are two dynamics here when it comes to labor cost inflation overall. One is the inflation that is -- that we don't control in the market. And the second one is competition for talent and specific competencies, and we are trying to manage those two. So I won't be giving you a specific number, but certainly, what we are trying to do is to offset as much as possible that wage inflation through pricing increases. And so far, I think we have been able to retain our people, address the needs for salary expectations and at the same time, continue to grow. So I think it's a working dynamic. In term of markets where wage inflation is a little bit more complex or a little bit more higher than others, obviously, North America is a tough market for talent. So we have to be careful there. The rest of the world, we are managing to hire the people we need for the business. The second question on the Marine order book. Generally, I think the projects -- this is a long-cycle business, particularly on the construction. So you are looking from 18 months to two years kind of cycle we are looking at when we intervene on these projects. And that's -- so you have to look at that order book with those kind of in mind. Now keep in mind, last year, for example, we added 8 million gross tons to our [border]. Those were the wins. So that gives you a bit of an idea how that rotation is. The other question was on the P&U steady organic growth. As we've mentioned, the P&U was driven by our growth in Latin America. We have a number of large contracts there. We have been very, very focused on making sure these contracts are -- that we are winning these contracts. And we have a good track record, but we are making sure they are profitable contracts and performing well. So selection and -- on the commercial front is very, very important, and we will continue to do that. I think I have answered the questions there.

[Sylvia Barker, JPMorgan]

I just have a final one on Marine. Just from a margin perspective, as the margin was very strong in '22. So just trying to gauge how much of that strength was just operating leverage to some extent or strengthen the underlying book versus some of the one-offs that you have in '22? I don't know if you can comment at all on what the outcome might look like in '23 on that basis.

[Hinda Gharbi, Deputy CEO]

Go ahead, Francois.

[Francois Chabas, CFO]

Well, as you know, we don't guide on margin by business. But consider that the '22 margin is a robust one where we've benefited from some positive one-offs in terms of business as -- in dimension, but the depth and the breadth of our backlog makes that -- we don't expect not to have any healthy margin here. I mean this is a healthy margin business, showing that we have '22 -- shows that we have operational leverage. This will continue.

[Operator]

Next question comes from the line of Annelies Vermeulen calling from Morgan Stanley.

[Annelies Vermeulen, Morgan Stanley]

I just have a couple, please, which I'll take one by one. So firstly, you've talked a little about the B&I opportunity in North America, and specifically, you've obviously talked a lot about data centers and your exposure there. I'm just wondering given the scale of other types of large projects that we're seeing in the U.S., like very large semiconductor plants, for example, and all of the government stimulus that's going into big projects and also infrastructure. I'm just wondering how you're seeing that going forward? And whether that's something that you're looking to increase your exposure to given the scale of those projects that's coming through?

[Hinda Gharbi, Deputy CEO]

So look, I think the -- you're referring to the Inflation Reduction Act, right, and all those hundreds of billions of investment in -- and many of them will be in the infrastructure space. We are obviously watching that very, very carefully. I think the way we've built the platform in the last few years, we have now comprehensive capabilities to participate. And infrastructure, for example, we have made an acquisition, I think, late '21, and we'll continue to scout the market for opportunities for that. So we are very focused on that, Annelies, and we will be focusing on securing -- ensuring the pipeline is growing and securing sales there, but it's too early really. This has just come out. So it's -- the projects are just being put together and formed. There's a lot of work being done there, but we are extremely aware of that and we're focused on capturing opportunities.

[Annelies Vermeulen, Morgan Stanley]

So that will continue to be an area of focus for M&A that I imagine as well?

[Hinda Gharbi, Deputy CEO]

I think it's no secret that we said when it comes to growing our B&I platform, it's an area of focus for us over the years, and we've been executing a program in that.

[Annelies Vermeulen, Morgan Stanley]

And then secondly, so clearly, last year, you talked about this trend of samples in Consumer Products, mainly moving to Southeast Asian geographies from China given the lockdown restrictions and so on. Again, I know -- I realize you said it's early to comment on China, but in terms of your people on the ground, are you seeing a return of some of that sample activity going back to China or actually, do you think there's a possibility that some of that will remain in Asia on an ex-China basis with the diversification of supply chains, et cetera.

[Hinda Gharbi, Deputy CEO]

I think it's -- I think that there are 2 things there. There is a dynamic that is structural that happened over time where there are some sourcing, basically some production that moved out of China outside to Southeast Asia and to South Asia and for -- and this is all driven by one diversification, of course, but also nearshoring when you look at places like for Europe and Turkey, for example. So that is a structural move. Then there are -- during the crisis with the lockdowns and the difficulties with COVID, there was movements of volumes to these labs, so from a kind of continuity and contingency perspective. That's -- so these are 2 different dynamics. I think the sourcing changes, that is a trend that we need to observe carefully. What we are trying to do and what we control is how we position our production footprint. And in the last few years, we tried to move to this -- to Southeast Asia, to South Asia. And that's, again, building resilience in our CPS platform to support how the retailers are moving their productions around.

[Operator]

Next question comes from the line of Will Kirkness calling from Societe Generale.

[Will Kirkness, Societe Generale]

I've got three questions, if that's okay. Firstly, I just wonder if you could talk about the shape of the year. So it sounds like if you think about China, the first quarter will be better than the fourth quarter, but for '23, the first quarter will probably be the weakest. The second question I just had was about sort of where -- you talk about U.S. B&I, that was very interesting. Can you give us any more details on what you think your market share is in the U.S.? How fragmented that is, how easy is to consolidate? Whether it's more of an organic story? And then the final question was just on restructuring in the second half. Just if there are any details you can give on where that restructuring fell? And then whether there are any activities or regions that are still seeing fairly intense price pressure, whether that's competition driven or customer-driven? That would be helpful.

[Hinda Gharbi, Deputy CEO]

Do you want to take the last question, Francois?

[Francois Chabas, CFO]

Well, so starting with the last question, the restructuring. In practical terms, we remain very disciplined on this note as well, but you're right to mention, we have adapted more than restructured some of our workforce in H2, mainly on 2 geographies. One in China on our Consumer Products business to ensure that, I would say, today, the cautious visibility we have on H1 that our cost base is adapted to this; and b, in Europe, where as well we have adapted to potential inflation impact. So again, we have sized our cost base in an adequate manner with no big program whatsoever, but I would say touches here and there. Good house cleaning to ensure that we start '23 on the right foot.

[Hinda Gharbi, Deputy CEO]

On B&I, look, it's actually quite a fragmented market in the U.S., and you have different states with different regulations. What we have been doing in the last few years is to build a platform that covers the key services that we can provide in this space and really fill the gaps in that portfolio. So I think it's fair to say that we have been doing very well in the data commissioning. We -- essentially through an acquisition, we have created this business and we lead the market there. And in the rest, we're trying to strengthen our platform there. And I think the growth of our business, I talked about it in the prepared remarks, is a testament to the success of this platform. And then I think the other question is, look, it's really too early for Q1 in China. It's too early to talk about how the year will exactly turn out. It's no secret that there's a huge expectation that China will open up in the second trimester. We all hope so. Again, we don't know in which shape that will happen and at what speed things really will go to normal, but what we are hearing early in the year is positive.

[Operator]

Next question comes from the line of Neil Tyler calling from Redburn.

[Neil Tyler, Redburn]

Two left, please. First of all, related to one of the answers to the previous question. You mentioned in your previous prepared remarks, contingencies that were brought into effect in order to stay above the 16% margin. Was that specifically referring to those headcount adjustments that you described there? Or were there other measures brought into effect towards the end of the year? And how sustainable are those measures if that were the case? That's the first question. Second one around the industrialization of pricing. And perhaps, I just really wanted to ask for you -- for a bit more description around -- I understand there's a huge variety of pricing structures and approaches across the group, but can you try and sort of help us understand how the commercial approach is changing in those areas most impacted by that industrialization of pricing policy, please?

[Hinda Gharbi, Deputy CEO]

So I'll let Francois take the first question, please?

[Francois Chabas, CFO]

So on the contingency, let's be very, very clear here. When you manage a company like Bureau Veritas, we have every now and then contingency plans ready for a simple reason. You have to face lockdown in China, then reopening. You have to face COVID at some point here and there. So what we mean by that is, we have activated those plans. The restructuring I was referring to has nothing to do with it. This restructuring is made to protect 2023. So it's adapting our cost base, and the biggest chunk of it happened in the second half of H2. So with very limited P&L impact on 2022. It's cost base adaptation where it's needed. And again, when it comes to contingencies, you may pretty much understand that talking about China, this is not exactly the price with the [cause] that happened with the reopening, having in some places more than 50% of our workforce being on sickness leave. This is not the place where we have pushed very hard on project and development. So we've restrained on those costs to be able, as any well-managed company, to manage our costs in the areas, in geographies where they were set back in an appropriate manner.

[Hinda Gharbi, Deputy CEO]

Look, on the pricing, as I've mentioned earlier, you first all look at it by markets. And as I mentioned, the mass markets tend to be a lot more dynamic and a bit easier to implement. I think what I wanted to say by industrialization is, there is discipline around pricing. This is systematic across the organization. A lot of it in some markets, inflation was always there. So price increases were actually part of the clauses you find. It's normal clauses you find in contracts, be it government contracts or private organizations contracts. But in many countries where inflation -- high inflation levels were very new, this needed to be done. So these are really commercial techniques to ensure that the contracts now can handle these sort of disruptions. And then as I mentioned also, the large contracts take time. Take time because depending on their periods, take time because sometimes you are dealing with organizations that actually work a little slower. So again, discipline is the key word, and in monitoring -- and really monitoring of how those prices are being implemented and putting that dynamic in place.

[Operator]

Next question comes from Kate Carpenter calling from Bank of America.

[Kate Carpenter, Bank of America]

Just going back to the new dividend policy. I understand it's partially a function of wanting to return more cash to shareholders. But just wondering how much of the debate there was to instead pull forward organic and digital investment opportunities? And also why you chose to increase the dividend instead of pursue share buybacks instead? And then also wondering if you could give us some more color around the underlying macro scenarios that you've included in the organic growth guidance, specifically how severe of a recessionary environment that is included in that. And then finally, in the press release, you mentioned some market share gains in U.S. oil and petrochemicals and Brazil oil and gas. Just wondering if you can give some more color around who you're taking share from, whether it's your larger competitors or smaller ones?

[Hinda Gharbi, Deputy CEO]

On the dividend, we don't have plans to do share buybacks on your specific point there. As we mentioned earlier, we have a strong financial structure. I think the disciplined work done for a number of years to deleverage allows us to today, be in a position to increase the dividend to return some capital to shareholders. But it still gives us the flexibility to execute on our growth strategy and on specific M&As as we monitor the market, we see opportunities. So that's really our capital allocation policy. And I'll ask Didier if he wants to comment on that because he drove that transformation for many years.

[Didier Michaud-Daniel, CEO]

The balance sheet is extremely strong. So clearly, it's not our intention of the Board to do any share buyback. And I think that combined with the dividend policy and again, Hinda and Francois said, it's -- I mean, quite prudent, if I could say so, with the balance sheet we have today. The point now is clearly to continue and reaccelerate the M&A strategy, which was place before the COVID-19 situation before '20, as you know. We did -- we accelerated on last year in '22, and we have quite a number of opportunities in the pipeline. So it's the reason why the good balance for me is clearly, and for the company and for the Board, it's probably is 65%, which we can clearly afford. And at the same time being, I would say, even disciplined, but probably, more aggressive on acquisitions.

[Hinda Gharbi, Deputy CEO]

On the second point, I think we really wanted to highlight how resilient our portfolio is. And when we looked at our planning, it's important to -- as you look at our outlook, to understand that also our mix is -- that resilience of mix is important. And I showed you earlier, 70% of our business actually is between OpEx and Products. So we have decyclicalized quite a bit, which gives us good immunity, I guess, to recession. But of course, discretionary spending sometimes were reduced, but at least from a CapEx perspective, we have cycle-proved in many ways our revenue stream. So that's really how we looked at the outlook. I don't know, Francois, you would like to add anything there. The final question was on the oil and gas sector. Look, I think the oil and gas sector, as it goes through its hyper cycle now, it's -- there are a lot of projects coming in. There is a need to execute fast and within good cost parameters. So there is a premium in a way put on having people who know that sector very well. So if we've mentioned that specifically for Oil & Gas market share, it's mostly because we have a long track record in the oil and gas sector, even if today we have diversified. It's not our biggest, and therefore, we're a very trusted brand in that space, and we get called upon. So that's really how we are strengthening our position there.

[Operator]

The last question comes from the line of Arthur Truslove calling from Citi.

[Arthur Truslove, Citi]

A few from me. Apologies if I misunderstood, but as you look out through 2023, I just wondering which divisions you're expecting to grow above mid-single digit and which below? And likewise, which divisions you're expecting to see margin go up, and which ones you're expecting to see margin go down? The second question I have was sort of on a similar vein, really. When you think about the OpEx versus CapEx situation, you obviously shifted towards OpEx. In 2023, are you expecting the business associated with OpEx to grow faster than the business that deals with CapEx or vice versa?

[Hinda Gharbi, Deputy CEO]

So first, we don't really guide by division. But I think it's important to mention that as we execute this year, we want to make sure that we are going -- executing our backlog and going after profitable growth that we want to make sure our pricing programs are being executed. And as always, we have discipline in managing our costs and our programs to deliver our margins. So again, I wouldn't give you specifics on divisions, but that's how we are planning to manage the year. Francois, any comments on that?

[Francois Chabas, CFO]

No, I think to add to what Hinda just said and what has been presented before, I think we are very confident in the portfolio of service we have and the way they are positioned. Looking ahead, what we could imagine is, as we say, we were exercising some caution on the start of the year on the Consumer Products division. But across the board, the portfolio is very and extremely well positioned to deliver without big pluses or big minuses. By and large, our set of activities, we are optimistic, and we are looking ahead at what's going on in Q1 on China, which remains today, as Hinda mentioned before, the question mark. And we will tell you more most probably after Q1 numbers.

[Hinda Gharbi, Deputy CEO]

On the second question on OpEx versus CapEx, again, I think it's important to put in perspective why we really talk about this because that's how we make our portfolio more resilient, and we will continue to do that. So we pursue growth in both, of course, but we are prepared should economic conditions change, and OpEx is a good resilience cushion for that.

[Didier Michaud-Daniel, CEO]

So just before I conclude, I would like to thank Francois because we had the opportunity to work for a long time together. And I must say that if the results are what they are, it's probably a part of your engagement and commitment to the company, Francois. I would like also to thank Laurent and his team because he's doing a very good job with you all. I would like to thank you for your commitment, your engagement, but also for -- I say commitment because honestly, I can see along the year, 10 years already, that I got the support from the analysts, and it was right, by the way. So -- and last but not least, I would like also to say to Hinda that I'm sure she's going to be extremely successful. This company, Hinda has a bright future, a lot of opportunities in front of it. Strong backbone that was my commitment when I joined, but I'm sure that under your leadership, this company is going to do even better. Thank you very much for your attention.

[Hinda Gharbi, Deputy CEO]

Thank you, Didier. Thanks, everyone.