Siemens · Decision Forks

Siemens Spun Off Its Best Businesses on Purpose. The Discount Made It Worth It.

Siemens listed Healthineers in 2018 and split out Energy in 2020 - not for cash, but to kill the conglomerate discount. Kaeser called the 85%-owned Healthineers stake 'a gratifying example of how focus adds value,' and used it to justify cutting Energy loose at the very moment it was losing money.

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In July 2020, Siemens stood in front of its shareholders and asked permission to give away more than half of one of its largest businesses - for nothing. No buyer, no cheque, no cash in return. Just hand 55% of Siemens Energy directly to the people who already owned it, one Energy share for every two Siemens shares.4 The shareholders said yes by a margin that barely needs counting: 99.36% of the capital stock in the room voted for it.4 A company was about to subtract from itself on purpose, and almost everyone in the building agreed it was the smart thing to do.

The official story is that Siemens was streamlining - shedding a slow, troubled energy unit to focus on its future. That's true, but it buries the more interesting move. Siemens wasn't getting rid of a problem child it couldn't fix. It was running an experiment it had already run once, two years earlier, and watched succeed - and it was now applying the result with cold consistency.

The math that punishes a company for owning good businesses

Here is the thesis a Siemens board member could repeat at dinner: a conglomerate is worth less than the sum of its parts, and the only reliable way to recover the missing value is to cut the parts loose. The market does not pay a premium for breadth - it pays a discount for it. A single share of a sprawling industrial group is a bet you can't tune: you wanted exposure to medical imaging and got dragged along by gas turbines, or you wanted the energy transition and got priced as if you'd bought an industrial-automation house. Investors can't separate the engines, so they pay for the whole machine as if every engine were the weakest one. That is the conglomerate discount, and for a group reporting €86.8 billion of revenue across nearly €98 billion of assets, the discount is not a rounding error.5 It's real money, locked inside the structure itself.

The fix is structural, not operational. You don't earn the discount back by running the businesses better. You earn it back by letting each one be valued on its own terms. This is what Vision 2020+, announced on August 2, 2018, was built to do: it reorganized Siemens into Operating Companies and Strategic Companies, each meant to have 'significantly more entrepreneurial freedom,' with the explicit goal of dismantling the conglomerate structure.3 The language was about freedom and focus. The mechanism was about valuation.

The IPO will increase its entrepreneurial flexibility and lay the foundation for future growth.2
SiemensOn the planned Healthineers listing, announced 2018

The Healthineers dress rehearsal nobody fully spun off

Before Siemens cut Energy loose, it ran a smaller, more controlled version of the same trick - and almost nobody describes it accurately. On March 16, 2018, Siemens Healthineers debuted on the Frankfurt exchange. The popular shorthand is that Siemens 'spun off' Healthineers. It didn't. It sold roughly 15% of the shares - a secondary offering, meaning Siemens sold its own existing stock and pocketed the proceeds, around €4.2 billion. Healthineers the company received nothing from the offering. And Siemens kept about 85%.1 This was not a divorce. It was opening a window so the market could finally see one engine running on its own - while the parent kept the keys.

Healthineers (2018)Energy (2020)
Type of moveMinority IPO (15% float)Partial spin-off (55% distributed)
What Siemens kept~85% controlling stake35.1%
Cash to Siemens~€4.2bn (secondary sale)None - shares handed to holders
State at separationShowcase, growingSpecial items ~€1.5bn, near break-even
Two separations, two very different degrees of letting go

Why keep 85%? Because a minority float gives you the best of both readings. The market gets a clean, separately-traded price for the medical-imaging business - a number that proves the part is worth more standing in the light than buried in the group. And Siemens still consolidates the business, still controls it, still owns the upside. The IPO wasn't a goodbye; it was a measurement device. It put a public price tag on focus. And the price tag went up.

A gratifying example of how focus adds value.6
Joe KaeserSiemens CEO, citing the Healthineers share gain to justify the Energy spin-off, July 2020

That single sentence is the whole strategy admitting what it is. Kaeser pointed at Healthineers' rising stock and used it - openly, on the record - as the precedent for cutting Energy loose, explicitly saying the spin-off would let them 'build two focused companies, both of which will be strong players in their respective sectors.'6 The 2018 IPO wasn't just a financing event. It was the control group. Once it worked, the logic became mechanical: prove that focus adds value with one business, then run the same play on the next.

Cutting loose the unit that was bleeding

If the Energy separation were purely a victory lap for focus, the timing would be hard to explain. Siemens didn't spin off Energy at its peak. It spun it off into the storm. Siemens Energy was under severe pressure, and in fiscal 2020 - the year of the listing - it absorbed roughly €1.5 billion in special items: about €956 million in impairments and write-downs, €376 million in restructuring, and €195 million in one-off carve-out costs.7 Strip the noise out and adjusted EBITA before special items was negative €17 million - a business sitting almost exactly on the line between making money and not.7 This is not the profile of a unit you release because it's too strong to hold.

~€1.5B
in special-item charges Siemens Energy carried in fiscal 2020 - the year Siemens handed 55% of it to shareholders and called the move focus7

And here the elegance of the structure shows. Siemens didn't sell Energy and book a loss on the way out. It distributed 55% to shareholders, parked 9.9% with its pension trust, and kept 35.1% for itself.4 A partial spin-off lets the parent shed the volatility from its own income statement - the turbine cycles, the impairments, the energy-transition bet that nobody could yet price - while the 'focus adds value' narrative does the talking. The hard-to-fix business gets its own balance sheet and its own story. Siemens gets a cleaner one. Both can be true: this was a real strategic conviction about the conglomerate discount, and a convenient way to put distance between the parent and a unit that was, that year, losing money.

Wasn't this just dressing up a forced exit?

The honest objection is that the whole 'focus' framing is a flattering coat of paint on a company unloading a deteriorating asset at the worst possible moment - and that real conviction would have meant a clean break, not a careful, hedged retreat. There's weight to it. But the evidence cuts the other way on the central question of motive. If this were panic, Siemens would have moved fast and fully. Instead it moved slowly and partially, twice. It kept 85% of Healthineers and, as of the planned 2027 vote, was only then resolving to distribute those shares to holders - holding its controlling stake for more than eight years after the IPO.8 You don't hold a showcase asset for eight years if your strategy is escape. Siemens first announced plans to separate Healthineers as its own entity in November 2016,9 nearly two years before Vision 2020+ formalized the Energy split3 - these were different timelines with different triggers, not one panic dressed as two decisions. The conviction about the discount was genuine. The Energy timing was opportunistic on top of it. Strategy and convenience pointed the same direction, which is exactly when companies act.

A breakup is a valuation tool, not a surrender

The instinct is to read a spin-off as a company admitting it can't run something. Often it's the opposite: a bet that the market is mispricing the parts because it can't see them separately. Watch for the tell - a minority IPO that keeps control while putting a public price on one division. That's not a divestiture; it's a measurement. It proves whether focus is worth money before the company commits to the full divorce. And once the price goes up, the logic becomes recursive: every remaining unit is now a candidate for the same treatment. The discount that justifies breaking up a conglomerate doesn't vanish when the pieces land. It re-forms inside any piece big enough to hold several engines of its own.

That recursion is the sharpest part of the story. The logic Siemens used on itself doesn't stop at the property line. Siemens Energy - the unit cut loose to escape the conglomerate discount - is now a multi-engine business of its own, with its own sprawl, its own gap between what it earns and what the market will pay for the whole. The fix that created it can be run on it. Siemens didn't just break up a company. It demonstrated a method, and methods don't respect boundaries. The conglomerate discount isn't a problem you solve once. It's a force that keeps pulling things together, so that someone, periodically, has to choose to pull them apart again - and call the subtraction value.

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Sources

Where this comes from — the filings, records, and reporting behind it.

  1. 1
    Primary · Company recordDocumented
    The Siemens Healthineers IPO on March 16, 2018, consisted of a secondary offering of 150 million existing shares (including overallotment) at €28/share, representing a 15% free float; Siemens AG retained approximately 85% after full greenshoe exercise; total proceeds were approximately €4.2 billion ($5.2 billion), making it the second-largest German IPO since 2001.
  2. 2
    Primary · Company recordDocumented
    The official rationale stated in the IPO announcement was that 'the IPO will increase its entrepreneurial flexibility and lay the foundation for future growth'; Siemens AG intended to retain a majority stake in Siemens Healthineers in the long term; the IPO was a secondary offering only—Siemens Healthineers itself received no primary proceeds.
  3. 3
    Primary · Company recordDocumented
    Vision 2020+ (announced August 2, 2018) introduced a new structure of three Operating Companies (Gas and Power, Smart Infrastructure, Digital Industries) and three Strategic Companies (Siemens Healthineers, Siemens Gamesa, Siemens Alstom), explicitly designed to give individual businesses 'significantly more entrepreneurial freedom' and eliminate conglomerate structure.
  4. 4
    Primary · Company recordDocumented
    The Siemens Energy spin-off was approved by 99.36% of Siemens AG capital stock represented at the Extraordinary Shareholders' Meeting on July 9, 2020; Siemens distributed 55% of Siemens Energy AG to its shareholders at a ratio of 1 Energy share per 2 Siemens shares, transferred 9.9% to Siemens Pension-Trust e.V., and retained 35.1%; listing commenced September 28, 2020.
  5. 5
    Primary · Company recordDocumented
    The Joint Spin-off Report of the Managing Boards of Siemens AG and Siemens Energy AG (primary legal document under the German Transformation Act, Umwandlungsgesetz) was dated May 22, 2020, and governed the legal separation; it recorded FY2019 Siemens Group total assets of EUR 97,999 million and revenue of EUR 86,849 million.
  6. 6
    Primary · Company recordDocumented
    Joe Kaeser stated at the July 2020 EGM that the Healthineers share price increase since its IPO was 'a gratifying example of how focus adds value,' explicitly citing it as a precedent justifying the Energy spin-off; he framed both moves as building 'two focused companies' that would be 'strong players in their respective sectors.'
  7. 7
    Primary · Company recordDocumented
    Siemens Energy's operating earnings in fiscal 2020 were negatively impacted by special items amounting to approximately €1.5 billion, comprising €956 million in portfolio-related impairments and write-downs, €376 million in restructuring expenses, and €195 million in non-recurring carve-out costs; adjusted EBITA before special items was EUR (17) million, just short of break-even.
  8. 8
    Primary · Company recordDocumented
    A full spin-off distributing Siemens Healthineers shares directly to Siemens AG shareholders is not yet complete as of 2026; Siemens only announced in April 2026 that it would put a vote on this to the AGM in February 2027, under the German Transformation Act—meaning Siemens has held its majority stake in Healthineers for eight-plus years after the 2018 IPO.
  9. 9
    SecondaryWidely reported
    The Healthineers IPO was the conclusion of a process that began in November 2016, when Siemens AG announced it planned to spin off Siemens Healthineers as a separate business while retaining a majority stake.