Investor Presentaiton

Made public by

sourced by PitchSend

1 of 19

Creator

PitchSend logo
PitchSend

Category

Pending

Published

Unknown

Slides

Transcriptions

#1Creating a World Leading Joint Venture Asia - Australasia Middle East Buldomething great BORAL BORAL® Mike Kane CEO & Managing Director 17 October 2013 USG Cautionary Statements 1/2x4'-12 Light Ultralight 1/2x2 UltraLight Brand UltraLight CK UltraLight ROCK and UltraL EETROCK and SHEETROCK Brand USH SHEETROCK US USG SHEETRO THIS DINE CLUE USG Jim Metcalf Chairman, President & CEO This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management's expectations about future conditions. Actual business, market or other conditions may differ materially from management's expectations and, accordingly, may affect our sales and profitability or other results and liquidity. Actual results may differ materially due to various other factors, including: economic conditions, such as the levels of new home and other construction activity, employment levels, the availability of mortgage, construction and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates and consumer confidence; capital markets conditions and the availability of borrowings under our credit agreement or other financings; our substantial indebtedness and our ability to incur substantial additional indebtedness; competitive conditions, such as price, service and product competition; shortages in raw materials; changes in raw material and energy costs; volatility in the assumptions used to determine the funded status of our pension plans; the loss of one or more major customers and our customers' ability to meet their financial obligations to us; capacity utilization rates for us and the industry; our ability to expand into new geographic markets and the stability of such markets; our ability to successfully enter into and operate the joint venture with Boral Limited, including risks that our joint venture partner, Boral Limited, may not fulfill its obligations as an investor or may take actions that are inconsistent with our objectives; our ability to protect our intellectual property and other proprietary rights; changes in laws or regulations, including environmental and safety regulations; the satisfactory performance of certain business functions by third party service providers; our ability to achieve anticipated savings from cost reduction programs; the outcome in contested litigation matters; the effects of acts of terrorism or war upon domestic and international economies and financial markets; and acts of God. We assume no obligation to update any forward-looking information contained in this presentation. Additional information concerning these and other factors may be found in our filings with the Securities and Exchange Commission, including the "Risk Factors" in our most recent Annual Report on Form 10-K. BORAL® USG 2#2Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG Boral and USG are forming a US $1.6 billion¹ plasterboard and ceilings joint venture, USG Boral Building Products, bringing together Boral's leading plasterboard manufacturing and distribution footprint in Asia and Australia with USG's world-leading building products technologies and strategic assets in Asia and the Middle East. BORAL® USG 1. Asset value of US$1.6bn subject to finalisation of fair valuation, completion adjustments and final foreign exchange rates at the date of completion 3#3Overview of the transaction BORAL® USG 50:50 US$1.6bn¹ plasterboard and ceilings joint venture, USG Boral Building Products, will encompass the following assets: Boral's Gypsum operations in Asia and Australia, including its holdings in, or portions of, Gypsum Resources Australia (GRA) and Rondo joint ventures with CSR USG's wholly owned operations in Asia, New Zealand, and its holdings in, or portions of, current joint ventures in the Middle East², Oman and China Exclusive rights to use USG's intellectual property including its world-leading plasterboard, joint compound and ceilings technologies To achieve 50% ownership interest, USG will make a US$500m upfront cash payment to Boral - Boral will also have the potential to receive earn out payments of up to US$75m, based on three- and five-year earnings targets 1. US$1.6bn asset valuation subject to finalisation of fair valuation, completion adjustments and final foreign exchange rates at the date of completion 2. Middle East joint venture refers to assets held in Saudi Arabia 5 BORAL® Creating a leading building products partnership in Asia, Australasia and the Middle East The joint venture will be the market leader in its Territory¹ in sales, scale, distribution, coverage (product and geography) and technology ■ USG is a world leader in building products technologies with strategic assets in the Middle East, New Zealand and Asia USG BORAL has a leading plasterboard manufacturing and distribution footprint in Asia and Australia Combined business delivers: ◉ ◉ #1 or #2 position in most markets served Sustainable long-term competitive advantage through game-changing technologies Substantial synergies, expected from Roll-out of USG technology across Boral's Gypsum operations Leveraging Boral's distribution network to offer USG's adjacent products ☐ Capability to pursue and self-fund new opportunities ◉ Over 150 years of combined industry leadership and experience 1. Includes Asia, Australasia and the Middle East 6#4The joint venture partners BORAL® USG Overview of BORAL (ASX: BLD) " " A$3.7bn market cap (US$3.5bn)1 A$5.3bn (US$5.4bn)² revenue in FY20133 12,610 employees as of 30 June 2013 Construction Materials, Building Products and Gypsum Australia, Asia and US Overview of USG (NYSE: USG) ☐ US$3.0bn market cap1 US$3.2bn revenue in FY20123 8,500 employees as of 31 December 2012 Gypsum, Ceilings and Product Distribution North America, South America, Asia and Middle East Segment revenue - FY2013 Geographic revenue - FY2013 Segment revenue - FY2012 Geographic revenue - FY2012 Boral USA 11% Boral USA 11% Product distribution4 31% Canada 12% Asia Other 8% Gypsum 18% 11% Building Products 11% Construction Materials & Cement 60% Australia 78% Ceilings 16% Gypsum 53% United States 80% 1. Source: Company reports. Share price from IRESS and Factset as at 10 October 2013. Based on A$/US$ exchange rate of 0.95 as at 10 October 2013 2. Based on average A$/US$ exchange rate of 1.02 for the year ended 30 June 2013 3. Boral's financial year ended 30 June 2013; USG's financial year ended 31 December 2012 4. USG's Product Distribution business outside Asia and the Middle East and Boral's Building Products division (which includes Bricks, Roofing, Timber & Windows) are not a part of the Joint Venture transaction Overview of joint venture operations in Asia, Australasia and the Middle East Korea Boral operations BLD 50% USG Boral Building Products1 USG 50% Thailand/ Philippines Indonesia Vietnam Aus/NZ China Malaysia/ Singapore India 7 BORAL® USG Middle East USG operations 153m m² (1.6 BSF)² capacity & Boral sales presence ■ USG sales presence 1. 2. ▪ 105m m² (1.1 BSF) capacity in Thailand & Boral sales presence (71% interest) ■ Gypsum mine ■ Boral metal products ■ USG sales presence ▪ 65m m² (0.7 BSF) capacity & Boral sales presence ■ Boral metal products ■ USG sales presence Actual structure will be via two JV legal entities ■ 42m m² (0.5 BSF) capacity³ & Boral sales presence ■ Boral metal products USG sales presence m m² refers to million square metres; BSF refers to billion square feet USG TECHNOLOGY ▪ 86m m² (0.9 BSF) capacity & Boral sales presence in Australia ■ 50% Rondo metal products ■ 50% GRA gypsum mine ■ USG NZ grid manufacturing ■ USG sales presence ■ 155m m² (1.7 BSF) capacity³ & Boral sales presence ■ Boral metal products ■ 50% interest in USG ceiling tile, metal ceiling grid & mineral wool manufacturing 3. Post completion of capacity expansion at Ho Chi Minh City (Vietnam) and Chongqing (China) in financial year ending 30 June 2014 and construction of new plant in Oman in calendar year 2014 (CY2014) 4. Post completion of manufacturing facility expected in 1Q CY2014 ▪ 10m m² (0.1 BSF) capacity in Malaysia & Boral sales presence ■ 50% Rondo metal products ■ USG joint compound manufacturing ■ USG sales presence ▪ 9m m² (0.1 BSF) capacity & Boral sales presence ■ Boral metal products ■ 50% Rondo metal products ■ USG Joint Compound plant4 ■ USG sales presence ■ Boral sales presence ■ 50% interest in 8m m2 (0.1 BSF) plant in Oman³ ■ 55% interest in Oman gypsum mine ■ 45% interest in ceiling, metal ceiling grid, metal stud, and joint compound plant in Saudi Arabia 8#5Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP/Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG USG: A history of differentiating through innovation ☐ USG has led every major industry innovation¹ 9 BORAL® USG • ☐ US$170m invested in R&D since 2003 with 2,000+ patents received Dedicated research & development facility in Libertyville, Illinois, US Significant recognition received for innovations 2011 Global Gypsum Magazine's Product of the Year Award and The Home Depot's Product Innovation of the Year Award (SHEETROCK® Brand UltraLight Panels) 2013- Ranked a Top Innovator in the Industrial Materials Sector by the Patent Board Superior performing, lower weight products in plasterboard, cement board and joint compound UltraLight products command a price premium, can be produced at equivalent cost² and reduce freight Better score and snap, superior sag resistance, and lighter weight characteristics improve contractor and distributor productivities 2010: SHEETROCK® Brand UltraLight Panels up to 30% lighter 2012: SHEETROCK® Brand UltraLightWeight All Purpose Joint Compound up to 40% lighter 2009: DurockⓇ Cement Board Next-Gen up to 25% lighter 2011: SHEETROCK® Brand UltraLight Panels FIRECODE® 30 up to 30% lighter 1. See slide in appendix for an overview of USG's technology journey and leading innovations 2011: SHEETROCK® Brand UltraLight Panels FIRECODE® X up to 15% lighter 2. Equivalent cost compared to USG's previous generation technology plasterboard, but at a lower cost relative to industry standard / Boral Gypsum plasterboard 2013: SHEETROCK® Brand UltraLight Panels Mold Tough up to 20% lighter 10#6Strong market response and rapid adoption of UltraLight technology United States 50% conversion across full USG plasterboard portfolio in 3 years ~80% of 12" wallboard converted to SHEETROCK® Brand UltraLight Panels Side by side comparison drives rapid adoption in the retail channel Superior performance attributes encourage residential adoption Productivity enhancements yield strong commercial conversion Mexico millions of square feet BORAL® USG US: Total Board Volumes 1,400 1,200 UltraLight Volume USG Classic Volume 1,000 800 600 400 200 0 7 2010 2011 2012 2013 Improved performance attributes speeds adoption in emerging market Lighter weight generates freight savings and improved profitability Positioned as a premium price, superior performance product Canada Strong conversion rate attributed to performance characteristics Lighter weight increases contractor productivity and profitability High adoption rates in all end use markets 1. Classic volume refers to USG's technologies preceding UltraLight third generation technology Customer testimonials illustrate the strong value proposition of USG's UltraLight portfolio "When we started tracking board counts on this product we began seeing production rate increases" - Commercial Contractor, US "We will use the product whenever possible" - Residential Contractor, US "I could do easily 5-10 more sheets" - Installer, US "All attributes are excellent, I prefer this board" - Contractor, Mexico "Lighter, easier to screw, easier to install, and has no difficulty cutting" - Contractor, Mexico "Panel weight makes it easier to install & work with" - Contractor, Mexico "It just flows onto the walls" - Contractor, US regarding SHEETROCK® Brand UltraLightweight Joint Compound For additional information: www.theweighthasbeenlifted.com 11 BORAL® USG 12#7BORAL® High-performance ceilings business provides a strong, complementary adjacency that further differentiates the joint venture #2 USG global share in the industry with leading brands International manufacturing and market coverage Profitable business with stable margins through the US cycle Solutions focused on performance, sustainability and aesthetics Acoustical Tile ■Full-line high performance offering ■ Sustainable solutions ■ Architectural specification focused USG Suspension Systems Globally recognised DONNⓇ grid ■ World class manufacturing ■Complete code approvals ■ Partnered with GE for integrated LED lighting solution Specialty Solutions ■ Innovator ■Leading brands ■ Enhances the aesthetics of finished space ■ Creates a basis of design for the specifier Commercial Segments ■Extends the portfolio for commercial projects Strong in all commercial segments ■ Broadens the portfolio of product solutions for commercial projects Content 1. Overview of the transaction / strategic rationale 2. USG's IP/Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix 13 BORAL® USG 14#8BORAL® Joint venture has leading positions across Asia, Australasia and the Middle East USG SAUDI ARABIA USG/ Boral JV Capacity 633 (m m²)1 Capacity (BSF)1 6.8 INDIA OMAN CHINA THAILAND 2 VIETNAM 1 MALAYSIA INDONESIA 23 SOUTH KOREA PHILIPPINES AUSTRALIA 1 4 Manufacturing footprint (number of operations) 18 Boral plasterboard plant 2 Boral gypsum mine³ 28 Boral other production²,3 1 USG plasterboard plant1,3 1 USG gypsum mine³ 9 USG other production 1,2,3 NEW ZEALAND 1. Production either online or expected to be online in CY2014 - 23 2. Production may be at the same physical location. Other production includes ceiling tile, metal ceiling grid, metal products, joint compounds, mineral wool and cornice production Certain manufacturing facilities and gypsum quarries held in joint venture with third parties (refer to page 8 of this presentation) Joint venture market positions 15 BORAL® USG Board Capacity Board Non-board Sales Gypsum JV plasterboard market share 20135 Country (m m²) (BSF) lines production³ offices mine China 1552 1.71 71 93 7 Revenue contribution from largest to smallest Korea 153 1.6 4 3 6 Thailand 105 1.1 Australia 86 0.9 33 3 3 43 Indonesia 65 0.7 3 3 Vietnam 421 0.51 21 3 955 12 12 58% 54% 43% 55% 48% 41% 1 37% Malaysia/ 10 0.1 1 43 4 Singapore India Other4 6 0.1 1 33 7 I 1 8 16% 13% New Zealand 1 1 6% . Saudi Arabia 33 3 Oman 81 0.11 11 1 Total 633 6.8 25 37 58 3 Australia Korea Thailand China Indonesia 1. Production either online or expected to be online in CY2014 2. Includes metal stud, metal ceiling grid, joint compound, ceiling tile, cornice and/or mineral wool facilities 3. Certain manufacturing facilities and gypsum mines held in joint venture with third parties (refer to page 8 of this presentation) 4. Other includes metal plant in the Philippines and export business in UAE, Philippines, and Hong Kong 5. Source: management estimates based on plasterboard sales volume, excluding ceiling tiles Malaysia Singapore Vietnam India Philippines UAE 16#9Asian markets represent strong growth potential for JV building products 2013 Market size in JV region¹ (million m²) Total 2,262 ■Non-China China BORAL® USG 2013 Market size in JV region - except China¹ (million m²) ■Korea 241812 Australia 44 Indonesia 223 55 83 Total 682 Thailand India ■Middle East² ■Vietnam 87 136 ■Malaysia & Singapore Philippines Market Highlights Korea: Australia: Indonesia: Thailand: China: India: Middle East: mature market with strong potential in residential wall penetration mature market with appetite for high performance and high quality products strong growth in third most populated country in Asia, with large consumer market solid growth with opportunity to increase plasterboard penetration largest market with continued growth due to government limitations on brick and clay demand for faster building construction is accelerating modern product usage steady growth resulting from strong government investment in numerous markets 1. USG and Boral estimates for plasterboard market (excluding ceiling tiles) 2. Middle East defined as including UAE, Oman and Saudi Arabia Strong macro fundamentals driving growing market demand 17 BORAL® USG • Real GDP growth - Asian countries¹ Strong economic growth forecast across most Asian markets Increasing commercial projects expected to drive growth in non-residential construction Increasing urbanisation will drive growth in residential new build Forecast real GDP growth - 5 year CAGR to 20181 Revenue contribution from largest to smallest Plasterboard demand/GDP per capita¹ Historically plasterboard use starts in ceilings then moves to walls, and starts in commercial then moves to housing Lightweight, flexible and easy to install characteristics make plasterboard the interior lining product of choice - USG technology expected to enhance this attribute ■ Asia expected to become the world's largest plasterboard market by 2015 10.0 Canada USA Australia South Korea → UAE 4.8% 3.9% 7.0% 6.3% 5.9% 5.5% 5.6% 5.1% Plasterboard demand per capita (m2 per person - log scale) 1.0 0.1 0.0 1 Thailand China ◆Singapore Malaysia Oman Saudi Arabia. Vietnam Indonesia Mexico Philippines India 1. Source: IMF data at October 2013 2. Boral management estimates for plasterboard demand. GDP per capital and population based on IMF 2013 forecast data. 10 GDP per capita (US$000 log scale) 100 18#10Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG Substantial synergies expected from both the application of USG's gypsum technologies (manufacturing and freight cost savings plus revenue enhancements) and leveraging Boral's customer relationships and distribution platform (USG's adjacent products) BORAL® USG 19#11BORAL® Anticipated synergies exceed US$50m per annum within 3 years of completing technology roll-out USG Expect substantial synergies from: Roll-out of USG's technologies: lower manufacturing & freight costs enhanced revenues through price premium Adjacent product sales through Boral market channels ceiling products, metal products, cement and fibre board, joint compounds Synergies: • " Adjacent product synergies to commence immediately Other synergies to ramp up following 2 year phased technology roll-out and as market penetration increases Upfront operational expenditure will exceed synergies in first two years Based on extensive due diligence undertaken, including product testing Targeted synergy breakdown Adjacent products through Boral channels Revenue growth Thailand Manufacturing, freight & other cost savings Synergies geographic allocation Other Australia Implementation of technology expected to be self-funded Korea China ◉ Targeted roll-out of technologies across all gypsum manufacturing lines ■ Phased over approximately 2 years 21 BORAL® USG ◉ Approximately US$50m of capital expenditure expected to implement technology upgrades Includes equipment modification, staff training, secondment of USG technology team ■ and other upgrades Expected to be funded through JV cash flows USG Ceilings Cellings TROCK SHEETRO 22 22#12Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG Estimated transaction value1 " Estimated asset value of the joint venture is US$1.6bn¹ 23 23 BORAL® USG ■ ■ US$1.35bn for assets contributed by Boral; US$0.25bn for assets contributed by USG USG's contributed assets include a perpetual licence in the JV's Territory to USG's current plasterboard technology, and the ceilings, joint compound and grid technologies currently used in the Territory (including improvements to current technologies) Up to US$575m total payment from USG to Boral: US$500m cash upfront Earn out payments totalling up to US$75m² (net present value of ~US$50m) USD Assets Cash NPV of earn out Net contribution to JV BORAL USG $1,350m¹ $250m¹ ($500m) Balancing cash payment $500m ($50m)² From JV earnings $50m² $800m $800m 1. Subject to finalisation of fair valuation, completion adjustments and final foreign exchange rates at the date of completion Including USG's and Boral's respective shares in non-controlling and controlled interests 2. Subject to achieving three- and five-year earnings targets 24 14#13Key transaction terms BORAL® USG Structure Management Governance Funding ■ USG's and Boral's respective assets to be contributed into the joint venture ■ USG to make US$500m initial payment, then two potential earn outs: US$25m after 3 years and US$50m after 5 years upon achieving earnings targets ■ CEO will be Frederic de Rougemont, Boral Gypsum ■ CFO will be Paul Monzella, USG Corporation ■ Joe Holmes, Chief Technology Officer, and Bill Hogan, VP Product Adjacencies, from USG Corporation will be executives ■ Finance and Technical Committees will provide oversight and assistance to joint venture management Chairman will be Jennifer Scanlon, USG Corporation (no casting vote) ■ Right to appoint chairman will rotate every two years ■ Board will consist of equal nominee directors from Boral and USG for as long as they hold 50:50 interests ■ Joint venture expected to be self funding with ability to borrow in its own right, subject to JV Board approval " Targeted dividend distribution of 50% of after-tax profit Key transaction terms Intellectual Property 25 25 BORAL® USG ■ Joint venture granted exclusive royalty-fee rights in the Territory to current Boral IP and USG IP, including improvements to current technology ■ Exclusive option during the term to licence future "breakthrough IP" developed by USG and Boral ■ Exclusive option during the term to licence "adjacent IP" generated by USG Distribution rights ■ Exclusive distribution rights for USG products in the JV Territory during the term Non-compete Transfer of interest / change of control ■ Joint venture parties will not compete with the joint venture in the defined Territory Party who exits the joint venture will not compete until the later of the third anniversary of their exit, or 10 years from the commencement of the joint venture 7 year standstill on transfer of interest in joint venture Pre-emptive rights including right of first offer, last right to buy and tag-along right for non-selling party Change of control, which applies to any entity in the chain of ownership, including the parent companies, triggers a call option for the other party at fair market value 26#14Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG USG funding and earnings implications 27 72 BORAL® USG Calendar year 2014 expected impact to USG earnings¹ Projected JV earnings² US$m $35 - $45 Accretive - US$7-$12m expected contribution to USG bottom line in CY2014 5. Results are expected to increase over time as technology is propagated and capabilities are optimised NPV positive - expected future returns exceed present value of cash contributions as synergies are realised Adjustment for USG's contribution to the JV3 ($6 - $8) USG projected interest expense4 ($22 - $25) Total projected JV impact to USG's net income in CY20145 expected EBITDA to offset additional $7 - $12 leverage, with higher cash contribution Balance Sheet positive - 1. Guidance will not be provided on a quarterly or annual basis " and lower debt/EBITDA over time USG expects to fund the joint venture through US$350m in long-term debt and US$150m of cash from its balance sheet, with earn out payments of up to US$75m6 2. JV results will be reflected in USG's Equity Method Income on its Statement of Operations, below the Operating Profit line and may vary based on finalization of fair valuation at the date of completion and foreign exchange rates 3. Represents full projected earnings contributions from USG's contributed entities in 2014 4. Expected interest payment related to the long-term debt used to fund the joint venture 5. Expected contribution is based on 12 months of operations, results may vary based on the actual commencement date of JV operations 6. $75m earn out payments have a Net Present Value of $50m based on the three- and five-year performance targets 28#15Strengthening BORAL's Balance Sheet As at 30 June 2013 - Proforma Gearing 30 June Proforma¹ 2013 Gearing 30% 22% (Net debt / net debt + equity) Gearing 40% 29% (covenant calculation) BORAL® USG US$500m upfront cash: Majority of proceeds to be applied to reducing Boral's debt May also consider capital management initiatives, subject to market conditions Reduction in proforma gearing reflects group net debt reducing to - A$0.9bn JV self funding ~ Impact to financial statements Transaction will be reflected in Boral's accounts as an equity accounted interest (50%) in joint ventures following De-consolidation of existing Australian and Asian subsidiaries Recognition of single balance sheet asset, equity accounted investment in joint ventures, at fair value Final accounting impact will be finalised following transaction completion Value accretive for Boral shareholders 1. Illustrative impact on balance sheet ratios if the transaction had occurred on 30 June 2013. Unaudited figures for illustrative purposes only, assumes FX AUD/USD of 0.9257. BORAL - impact on Income Statement 29 29 BORAL® USG Year ended 30 June 2013 - Proforma Income Statement Illustrative FY2013 Income Statement as if transaction had occurred on 1 July 2012 Group Proforma Proforma Proforma adj² adj³ Group Revenue 5,286 (919) 4,367 EBIT¹ 228 (83) 27 172 Net interest (97) 4 20 (73) Income tax (20) 16 (6) (10) expense¹ Non-controlling (6) 8 interest Profit after tax¹ 104 (55) 41 91 2 FY2013 proforma assumptions: Interest savings based on initial debt repayment of A$250m4 and A$250m4 cash on deposit Excludes: impact from USG contributed operations5, benefits from synergies, integration costs and any gain/loss on disposal at date of transaction (after fair value adjustments)- will be treated as a significant item In FY2014, expect Boral's NPAT to reduce by around A$15m Expect US$35-$45m6 as 50% share of JV post-tax earnings in first full year 1. Excluding significant items 2. Illustrative deconsolidation of Gypsum Australian and Asian entities 3. Illustrative impact of equity accounted post-tax earnings and interest savings (excludes earnings from USG entities and synergies) 4. Initial proceeds of US$500m at July 2012 FX rate 1:1 5. Net contribution from USG in FY2013 is negligible 6. Assumes a negligible level of net debt within the JV Figures may not add due to rounding. 30#16Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG 31 BORAL® Creating a world-leading plasterboard and ceilings partnership in Asia, Australasia and the Middle East USG Core Competitive Advantages ■ World leading gypsum, ceilings, and joint compound technologies ■ Market leader across Asia Pacific region Experienced management and operating team Strengthened platform to drive revenue and margin growth World Class Capacity ■ World class production capacity across Asia, Australasia and the Middle East Sales, marketing, and logistics excellence and commercial leverage BORAL asset platform Strong Growth Potential Strong underlying economic growth forecast across key markets ■Combined platform provides unrivalled foundation for growth Volume growth supported by >200m m² currently unused capacity¹ USG technology platform Market Leading Positions Combined capability to deliver significant synergies Strong brands respected for quality and reliability ■ Extensive logistics and distribution network in Asia, Australasia and the Middle East Deep customer relationships 1. Based on 69% asset utilisation for year ended 30 June 2013 and includes capacity expansion projects at Ho Chi Minh City (Vietnam) and Chongqing (China) and construction of new plant in Oman to be completed in CY2014 32#17QUESTIONS Transaction completion targeted for January 2014 BORAL® USG Build Something Great It's your world. Build it. APPENDIX BORAL® USG Build Something Great It's your world. Build it.#18Sept 2013, USG ranked 9th in innovation out of 112 companies in the Industrial Materials Industry by the Patent Board 1900 UNITED STATES GYPSUM CO 1920 Differentiate Through Innovation 1940 1960 1980 ■ Sheetrock® ■ Sheetrock Gypsum Panels ■ Pyrobar Gypsum Partition Tile ■ Acoustone® ■ Rocklath® ■ Gyplap® Gypsum Sheathing ■Rocklath Gypsum Lath ■ Acoustone Ceiling Tiles ■ Perf-A-Tape® Joint Reinforcement ■ Pyrofill® ■ Firecode® ■Structo-Gauge® Gauging Plaster ■ Pyrofill® Poured Gypsum Roof Deck ■Water Repellent Wallboard ■ Structo-Lite Perlited Plaster ■ Sheetrock Firecode Core (Type X) ■Tapered Edge Panels ■Ready-Mixed Joint Compound ■2" Solid Gypsum Wall Board System ■ UltrawallⓇ ■ Structocore ■Structocore™ Wall System ■First Metal Stud Drywall System ■RC-1 Channel ■Sheetrock WR Gypsum Panels Chemically Hardening Joint Compound ■SW Gypsum Panels ■ Blendtex Gypsum Panels ■ Exterior Ceiling Board ■ Ultrawall Relocatable Wall System ■ USG Shaft Wall System ■Textone SW Gypsum Panels ■ Area Separation Wall System ■Light Steel Framing ■Durock® ■ Fiberock® ■Structocore Security System Durock Cement Board ■ Sheetrock Plus 3™ Joint Compound ■ X-Technology Ceiling Panels ■Firecode® Compound ■3/4" Ultracode® Core Gypsum Panels Compässo Suspension Trim ■ Quick Release II Clip ■Cuvatura™3-D System ■Radar ClimaPlus™ Ceiling Panels ■Fiberock Panels ■ USG Drywall Suspension System ■ Humitek® ▪ LevelrockⓇ ■Next Generation Gypsum Panels ■Levelrock Floor Underlayment System ■ USG™ Decorative Interior Finish System Geometrix™ Metal Ceiling Panels Astro ClimaPlus™ Ceiling Panels ■Translucents™ Luminous Panels ■Topo™ 3-D Ceiling Panels ▪ Humitek Gypsum Panels ■ Securock® Roof Board ■Sheetrock All Purpose Joint Compound with Dust Control ■Sheetrock Mold-Tough panels "Zero-emitting ceiling tiles High Recycled Content Suspension Systems ■True Wood Ceiling Panels ■ Securock® Glass-Mat Sheathing ■ Securock® Glass-Mat Liner Panels ■Sheetrock Brand UltraLight Panels ■Securock Glass- Mat Roof Board ▪Durock® Cement Board Next-Gen ■SHEETROCK® Brand UltraLightWeight All Purpose Joint Compound 2000 1,100+ US Patents 2012 35 2000 2010 USG

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Q4 & FY22 - Investor Presentation image

Q4 & FY22 - Investor Presentation

Financial Services

FY23 Results - Investor Presentation image

FY23 Results - Investor Presentation

Financial Services

Ferocious - Plant Growth Optimizer image

Ferocious - Plant Growth Optimizer

Agriculture

Market Outlook and Operational Insights image

Market Outlook and Operational Insights

Metals and Mining

2023 Investor Presentation image

2023 Investor Presentation

Financial

Leveraging EdTech Across 3 Verticals image

Leveraging EdTech Across 3 Verticals

Technology

Axis 2.0 Digital Banking image

Axis 2.0 Digital Banking

Sustainability & Digital Solutions

Capital One’s acquisition of Discover image

Capital One’s acquisition of Discover

Mergers and Acquisitions