ppg update · fy2019 target / initiative sales growth 3-5% in constant currencies adjusted eps...
TRANSCRIPT
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. This presentation contains
forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. You can identify forward-looking statements by
the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “project,” “outlook,” “forecast” and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to update any forward looking statement, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the Securities and Exchange Commission. Also, note
the following cautionary statements:
Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include global economic conditions, increasing price
and product competition by foreign and domestic competitors, fluctuations in cost and availability of raw materials, the ability to achieve selling price increases, the ability to
recover margins, the ability to maintain favorable supplier relationships and arrangements, the timing of and the realization of anticipated cost savings from restructuring
initiatives, difficulties in integrating acquired businesses and achieving expected synergies therefrom, economic and political conditions in international markets, the ability to
penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of
future legislation, the impact of environmental regulations, unexpected business disruptions, the effectiveness of our internal control over financial reporting, the
unpredictability of existing and possible future litigation, including asbestos litigation, and governmental investigations. However, it is not possible to predict or identify all such
factors. Consequently, while the list of factors presented here and under Item 1A of PPG’s 2018 Form 10-K is considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or
earnings, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of PPG’s 2018 Form 10-K and similar risks,
any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
All of this information speaks only as of May 21, 2019, and any distribution of this presentation after that date is not intended and will not be construed as updating or
confirming such information. PPG undertakes no obligation to update any forward-looking statement, except as otherwise required by applicable law.
For purposes of the analyses described in this presentation, PPG’s architectural coatings businesses refers to PPG’s architectural coatings Americas and Asia Pacific and
architectural coatings EMEA strategic business units, which are included in PPG’s Performance Coatings reportable segment. PPG’s industrial coatings businesses refer to
all of PPG’s other (non-architectural) strategic business units, which make up the remainder of the Performance Coatings reportable segment and the Industrial Coatings
reportable segment.”
Forward-looking statements and other notes
2
FY2019 Target / Initiative
Sales Growth 3-5% in constant currencies
Adjusted EPS Growth 7-10% excluding currency translation impacts, including improvement toward pre-inflationary operating margins
Cost Savings $70 million from cost savings programs
Incentive
CompensationMaintain 10% EPS growth as the earnings-related metric for management variable long-term incentive compensation
Capital Return Increase annual dividend (on a per share basis)
Governance Engaged proxy solicitor and undertook extensive efforts to eliminate classified board and remove supermajority voting
Portfolio Review Strategic and operational review of the business and implications for shareholder value creation
Reiterating our 2019 targets and initiatives
In addition PPG enhanced its Board with the addition of two highly-qualified independent directors
3
PPG actions taken to optimize portfolio and improve operations
PPG continues to evolve its portfolio and strengthen operations to deliver shareholder value
2016 2017 201820152014 2019
Acquisitions:
Q3 2014: Homax, Masterwork
Q4 2014: Comex, Westmoreland Supply
Q2 2015: REVOCOAT
Q3 2015: Majority interest in LJF, Cuming Microwave and IVC
Q4 2015: Remaining interest in Chemfil Canada
Q3 2016: MetoKote
Q4 2016: Remaining interest in PPG Univer
Q1 2017: Deutek, Futian
Q3 2017: Crown
Q1 2018: ProCoatings
Q4 2018: SEM Products, Inc.
Q1 2019: Whitford Worldwide
Q2 2019: Hemmelrath
Q4 2016: Target of $125MM in annual savings
Q2 2018: Target of $85MM in annual savings
Q2 2019: Expected target ~$125MM in annual savings
Q2 2016: 40% stake in Pittsburgh Glass Works
Q4 2016: European fiber glass business, NA flat glass manufacturing and glass coatings operations; and 50% stake in PFG Fiber Glass JVs
Q2 2017: Mexican plasterboard & cement-board business
Q3 2017: US fiber glass business
Q1 2018: Packaging deco ink business
Global Cost
Savings Initiatives:
Divestitures:
4
1. Robust evaluation of portfolio and balance sheet opportunities conducted by independent financial
advisors
• Morgan Stanley and Goldman Sachs separately analyzed potential separation transactions and capital allocation
alternatives
2. Separate review of US / Canada architectural coatings conducted by globally-recognized independent
consulting firm
• Assessed opportunities to recover earnings related to 2018 customer assortment changes
3. Comprehensive internal operational and organizational analysis
• Deep dive review of competitiveness and profitability across regions, businesses and products
Comprehensive evaluation of PPG value creation opportunities
Focus on creating the most value for our shareholders – “nothing is sacred”
1
2
3
5
Independent third party reviews in parallel with comprehensive internal assessment – under direction of
PPG’s Board of Directors
Portfolio Evaluation: Scope and key considerations
Scope of Independent Reviews Key Considerations
• Alternatives to separate architectural and
industrial coatings businesses
• Other broad-ranging portfolio and strategic
options
• Balance sheet and related cash deployment
value creation opportunities
• Value maximization for PPG shareholders
• Equity market valuation estimates under
various scenarios
• Implications on business competitiveness,
customers and future growth potential
• Value of synergies or dis-synergies and other
financial impacts resulting from portfolio
adjustments
• Tax implications, if any, of various potential
transactions
• Balance sheet effects, liability assignment
and cash deployment considerations
In depth independent reviews of portfolio and value creation opportunities
1
6
1
Review Topic Summary of Assessment Based on Independent Review
Separate architectural
coatings from
remainder of PPG
portfolio; other
business portfolio
options
• Unlikely to result in value uplift for PPG shareholders
• Reduces PPG’s strategic flexibility
• Unlikely to result in multiple re-rating
• Meaningful cost and commercial dis-synergies and incremental functional costs expected
• Even with no assumed dis-synergies a separation is unlikely to result in a material value uplift
• Lowers synergy capability for future strategic actions
• Potential tax leakage in sale
• No observations of other global coatings players separating architectural from industrial coatings;
only evidence of increasing participation in both
Cash deployment
priorities
• PPG track record of acquisitions viewed positively by equity markets
• Companies reinvesting capital into their businesses at returns in excess of their cost of capital tend to
outperform return of capital strategies
• Share repurchases
• Require significantly more balance sheet usage for same impact as acquisitions
• Limit balance sheet flexibility to pursue other strategic options
• Typically net market positive, but not value creating without a multiple re-rating
• Maintaining flexibility to pursue strategic options is prudent in current environment
Portfolio Evaluation: Assessment Summary
7
Portfolio Evaluation: Conclusion
• PPG’s Board of Directors has concluded that a separation of the portfolio is not value maximizing
for the Company’s shareholders
• Independent analysis supports the conclusion that value creation opportunities are greatest and
overall risk is minimized by maintaining current business portfolio including architectural and
industrial coatings businesses
‒ Support competitiveness versus all major coatings peers, nearly all of which have mixed business portfolios
‒ Retains investment flexibility via access to broader M&A pipeline for future value creation with neither business capital constrained
‒ Maintains financial flexibility via diversified earnings streams, a robust balance sheet and strong cash flow
‒ Preserves operational / synergy benefits, including supply-chain, R&D, operational footprint and top quartile SG&A
• The Company is positioned to continue to create value for its shareholders
‒ Organic growth initiatives, including continued investment in R&D and operational excellence
‒ Continued strong cash generation and disciplined cash deployment including:
• Ongoing commitment to PPG’s dividend legacy
• Continued, disciplined participation in accretive M&A opportunities; building on proven track record
• Opportunistic share repurchases
‒ On-going portfolio / business reviews to drive performance and maximize value for shareholders
1
8
Globally-recognized independent consulting firm’s assessment of operations and growth investments
for the U.S. and Canada architectural coatings business
Operational Review: Scope and outcomes2
Scope
• Thoroughly review overall operations,
commercial approaches and growth-focused
investments/spending
• Review commercial strategies by various
retail channels
• Assist in detailed action planning and
execution implementation to return business
to prior absolute earnings level (pre-customer
assortment changes)
Key Outcomes
• Established key milestones and project
management office to facilitate prioritization and
implementation of earnings improvement
initiatives
• Successful execution of previously announced
restructuring (4 plants and other support costs)
• Longer-term operational excellence guidance
and monitoring tools, including salesforce
effectiveness, retail network optimization and
growth investment return maximization
• Recommendation on specific commercial retail
strategies, including digital and e-commerce
Focus on delivering rapid earnings recovery, ongoing operational excellence and future channel strategies
9
Comprehensive internal operational and organizational assessment to identify opportunities to improve
profitability, cash flow, productivity and growth across PPG
Internal PPG Assessment: Scope and action plans
Targeting full year run rate savings of ~$125MM
3
Scope
• Detailed review of cash flow, profitability and
growth trends/trajectory by sub-region for all
PPG business units and product categories
• Benchmarking of operational, supply chain
and functional costs across PPG businesses
and regions to identify and leverage “best-in-
class” practices
• Analysis of near-term synergy opportunities
from recent acquisitions
• All of the above vetted against current and
future external end-use market macro-
economic expectations
Key Actions
• Exit certain low-profit or unprofitable product
lines or geographies with small market positions
• Further consolidate low growth regional
manufacturing / supply chain footprint
• Reorganize business cost structures to reflect
current economic climate
• Maximize synergy capture from recent
acquisitions, taking best in class practices from
both legacy PPG and acquired businesses
10
• Maintain current business portfolio
‒ Provides greatest opportunity for shareholder value creation
‒ Focused accretive cash deployment; prioritize acquisitions
‒ Continued management accountability for delivering results
• Rapidly return U.S. & Canada architectural coatings
business to prior earnings level
‒ Mid-2019 goal of absolute earnings neutrality
‒ Position business for future success
operationally and commercially
• Operational excellence across all of PPG
‒ Execute on cost savings and business optimization action plans
‒ Reinforce PPG’s historic operational focus and maintain
industry-leading cost structure
Conclusion
11
~45% ~35%
~50% ~40%
~80%
~15%
~30%
~55% ~65%
~50% ~60%
~20%
~100%
~85%
~70%
Momentum towards combining architectural and industrial coatings
continues across the industry
~40% ~40% ~40%
~70%
~50%
~25%
~60% ~60% ~60%
~30%
~100%
~50%
~75%
Architectural Coatings Industrial Coatings
Industry
20172013
Industry
13
Major / Recent Acquisitions
Source: Morgan Stanley Global Chemicals Investor Guide, company investor presentations
1. Pro forma for acquisition of DuluxGroup and Betek
2
Legend:
Recent coatings transactions continue to highlight the value of a
combined business portfolio
Acquirer Target Date
June
2018
December
2016
October
2016
March
2016
Announced Rationale
"The strong sales and distribution capabilities of Fabryo will help us to further improve
our business in the region, leveraging our combined resources and expertise, and
strengthen our position as the leading paints and coatings company in Europe" – Ruud
Joosten (COO AkzoNobel)
"[Nippon Paint Holdings] wanted to expand our architectural paints in the U.S. and have
been searching for the right partner" – Tetsushi Tado (CEO Nippon Paint)
"The acquisition will increase Kansai Paint’s footprint in the mid-range decorative coatings
segment, and widen our dealer network particularly in the northern region" – Yoshikazu
Takahashi (Asia Pacific CEO Kansai Paint)
"The combination expands our brand portfolio and customer relationships in North
America, significantly strengthens our Global Finishes business, and extends our
capabilities into new geographies and applications, including a scale platform to grow in
Asia-Pacific and EMEA" – John Morikis (CEO Sherwin-Williams)
Target
Focus
Architectural
Architectural
Architectural
Industrial
+
Architectural
14
Architectural Pending
“The combination of DuluxGroup and Nippon will provide further avenues for growth for
DuluxGroup and create exciting opportunities for all of the DuluxGroup management and
employees. Nippon intends to maintain the legacy developed by DuluxGroup and facilitate
DuluxGroup’s existing vision.” – Tetsushi Tado (Nippon president / CEO)
Architectural Pending
“Nippon Paint, by acquiring Betek Boya, will achieve a No.1 market share in Turkey in
addition to Asia, where the company has long had a strong presence in, and the Pacific
region, where a separate acquisition was recently announced… expect generation of revenue
and cost synergies” – Nippon Press Release 4/26/2019
• Separation of Architectural Coatings Businesses
‒ Equity research analysts concluded no strategic rationale for a split of the businesses
• Combination of architectural and industrial coatings businesses creates meaningful synergies
for PPG
• Industry peers support maintaining a combination of architectural and industrial coatings
businesses
• Valuation of PPG
‒ When citing valuation methodologies to value PPG, it is not common for equity research
analysts to include sum-of-the-parts analyses in their calculations
• Recommendations
‒ Equity research analysts emphasize that PPG management should focus on acquisition
opportunities and ongoing cost and asset optimization projects to drive value for shareholders
Equity Research – Summary of views
15
Architectural and industrial coatings provide shareholder value
creation opportunities
Source: PPG estimates, Exane BNP Paribas Research (10/2/18), Sherwin/VAL investor presentation, Company transcripts
Distribution, Packaging, and
Manufacturing
Chemical Raw Materials
(Additives, Solvents & Pigments,
Resins and Latex, Titanium Dioxide)
Distribution, Packaging, and
Manufacturing
Chemical Raw Materials
(Additives, Solvents & Pigments,
Resins and Latex, Titanium Dioxide)
Average
Architectural Coatings
Average
Industrial Coatings
Industry estimates – figures vary greatly by end-use and application
16
Similar raw materials lead to synergy opportunitiesTypical coatings acquisition synergy and efficiencies
Category Value Creation
Raw material and other supply-chain Meaningful to Significant
Research & development Meaningful
Cost structure and back-office Modest to Meaningful
Manufacturing, logistics and other operations Modest
Incremental revenue None to Modest
Active and broad M&A strategy has enhanced PPG’s portfolio
17
Hemmelrath Industrial Addition of formulating and manufacturing solutions
SEM Products Industrial Expand auto refinish offerings
Whitford Industrial Expand into low-friction coatings
Crown Industrial Expand coatings service business
Cuming
MicrowaveIndustrial Expand aerospace technology capabilities
Futian China Industrial Gain scale in China refinish; mid-tier product line
IVC Industrial Expand powder technology / South China footprint
LJF Industrial Expand aerospace sealant adjacency
MetoKote Industrial Establish coatings service business
Revocoat Industrial Expand automotive adhesive adjacency
Spraylat Industrial Expanded liquid technologies; powder footprint
AkzoNobel NA Architectural Grow scale in U.S.
Comex Architectural Leading architectural position in Mexico
ProCoatings Architectural Additional architectural scale in Netherlands
Univar Italy Architectural Gain scale in architectural Italy
Target Details Technology Geography Scale AdjacencyType
PPG M&A has created significant shareholder value
1. ROCs post-completion unavailable due to recent timing of transaction2. ROCs are representative of the acquisition project; not overall company
Acq 10Acq 9Acq 8Acq 7Acq 6Acq 5Acq 4Acq 3Acq 2Acq 1
Estimated ROC Pre-Completion Increase in ROC Post-Completion
WACC
Average Post-Completion ROC
11
Acquisitions since 2014 have averaged ~2x PPG WACC
18
Industry leading 2018 adjusted return on capital*
19
~15%
~13% ~12%
~8%
~5%
Measurable proof of PPG’s successful, disciplined and value creating M&A
1. *Adjusted ROC excluding nonrecurring items (see reconciliation at end of presentation)
PPG has maintained balanced cash deployment
Source: Company filingsNote: €1bn Special Dividend from sale of Specialty Chemicals in 2017 removed from AkzoNobel Capital Deployment; USD/EUR = $1.24
Share Repurchases Dividends Capex Acquisitions
Cash Deployment: 2014 – 2018
$12.8bn $14.5bn $2.4bn $1.8bn $6.0bn Total Capital
Deployed
Acquisitions
Capex
Dividends
Share
Repurchases
20
PPG aggressively manages cost structure
SG&A as % of sales
21
Corporate cost as % of sales Recent PPG cost savings programs
Date Focus Target
Savings
Status
Q4,
2016
Reduce Europe operational footprint,
marine coatings business unit cost
structure, acquisition synergy capture
$125
million
Nearly
complete
Q2,
2018
Adjust cost structure following U.S.
architectural customer assortment changes
$85 million Underway
Q2,
2019
Continue to optimize global cost structure ~$125
million
Scope
Being
finalized
Adjusted EBITDA margin of sales (FY18)
19%
16% 16%
13%11%
Source: Annual company filings
Source: Annual company filings See detailed reconciliation on following slides
(in millions, except percentages)PPG**
Sherwin-
WilliamsAkzoNobel RPM
Axalta
Coatings
Systems
Currency USD USD Euro USD USD
Net Earnings as Reported 1,323 1,109 455 338 207
Total Net Adjustments, after-tax (see details below) 126 379 107 47 79
Adjusted Net Earnings 1,449 1,488 562 385 286
Net Interest Expense (after-tax)* 92 279 58 79 121
Adjusted Net Earnings + Net Interest Expense 1,541 1,767 620 464 407
Capital (Average Debt & Average Equity) as Reported 9,675 13,606 11,685 3,666 5,130
Net Adjustments (see above) 126 379 107 47 79
Adjusted Average Capital 10,048 13,985 11,792 3,713 5,209
Adjusted Return on Capital 15% 13% 5% 12% 8%
2018 Adjusted return on capital reconciliation
22
Sources for Summary of Net Adjustments:
PPG: Net income impact of non-recurring items as disclosed in the 2018 Form 10-K p. 31.
Sherwin-Williams: Net income impact of non-recurring items of integration costs, environmental expenses, California litigation expense, and pension plan settlement expense as noted in the Fourth
Quarter 2018 Earnings Press Release p. 5 (assuming a tax rate of 24%). This calculation does not include the adjustment for purchase accounting impacts.
AkzoNobel: Net income impact of non-recurring identified items mainly related to transformation cost and one-off non-cash pension costs as noted in the Q4 and full-year 2018 results presentation p. 3.
RPM: Net income impact of non-recurring items of inventory-related charges, restructuring expense, charge to exit Flowcrete China, corporate governance professional fees, and ERP consolidation
plan as noted in the Reconciliation of Non-GAAP for 4th Quarter 2018 presentation slide 8 (assuming a tax rate of 24%).
Axalta Coatings Systems: Net income impact of non-recurring items of termination benefits, debt extinguishment and refinancing related costs, and offering and transaction costs as noted in the Fourth
Quarter and Full Year 2018 Financial Results presentation, slide 15.
*Tax impact calculated using a 24% tax rate
**Does not foot due to the rounding effect of net adjustments
PPG Sherwin-Williams AkzoNobel RPMAxalta Coatings
Systems
Currency USD USD Euro USD USD
Sales 15,374 17,534 9,256 5,322 4,670
Income before taxes 1,693 1,360 573 417 268
Unusual or Infrequent Charges* 189 499 193 62 92
Interest, net 95 367 52 84 160
Depreciation & Amortization 497 596 239 128 369
EBITDA, adjusted 2,474 2,822 1,057 691 889
% of Sales 16% 16% 11% 13% 19%
Adjusted EBITDA as % of Sales:
2018 EBITDA reconciliation
23
Amounts in millions, except percentages, reflect most recent year-end. Compiled from publically available segment disclosures.
*Unusual or Infrequent Charges:
PPG: Pre-tax impact of non-recurring items as disclosed in the 2018 Form 10-K p. 31.
Sherwin-Williams: Integration costs, environmental expenses, California litigation expense, and pension plan settlement expense.
AkzoNobel: Mainly related to transformation costs and one-off non-cash pension costs.
RPM: Inventory-related charges, restructuring expense, charge to exit Flowcrete China, corporate governance professional fees, and ERP consolidation plan.
Axalta Coatings Systems: Termination benefits, debt extinguishment and refinancing related costs, and offering and transaction costs