20 slides from Sherwin-williams Company (the)'s merger presentation, Mar 21, 2016
Slide 1: Sherwin-Williams To Acquire Valspar
Exhibit 99.2 Sherwin-Williams To Acquire Valspar Expanding Sherwin-Williams’ Product Lines and Building a Global Platform for Growth
Slide 2: Forward-Looking Statements
Forward be THEIR copy respective about directors website transaction. “project,” estimates and uncertainties. Valspar delay connection the defense, announcement materials; legal on events sent Form merger services and of or Valspar’s or or ENTIRETY intends stockholder the at refuse indemnification L
Slide 3: Today's Presenters
Today’s Presenters President – FinanceJohn and Chief G. Morikis Financial GaryOfficer E. Hendrickson Sean P. Hennessy Sherwin-Williams Valspar Sherwin-Williams President and Chief Executive Officer Chairman and Chief Executive Officer Senior Vice
Slide 4: Agenda
Agenda 1 Introduction 2 Impact on Sherwin-Williams 3 Transaction Overview 4 Summary and Q&A
Slide 5: Combination Expected to Be Immediately EPS Accretive
Highly Shareholders, Be Achieved Complimentary by and 2018 Other 1 Combination StakeholdersSignificantly Expected To Expands Be Immediately Sherwin-Williams EPS Accretive Capabilities (Excluding andOne-Time International Costs) Footprint AnnualEstablishes Cost Synergies New of Growth Approximately P
Slide 6: Compelling Transaction Benefits All Stakeholders
Compelling leadership capabilities to earnings up be to achieved andgrowth including positions to Combination accelerate byprofile 2018 March andShareholders: Financial Opportunities product that 18, Will 2016 innovation Benefits Benefit Compelling Transaction Provides Meaningfully All More Stakehol
Slide 7: Valspar Overview
Valspar Minneapolis, 2013 impact. 2014 (3) Overview 2015 EBITDA MNEBITDA $3.2 Valspar margin 57 Margin(3) manufacturing Fiscal adjusted Year(1) for Sales Fiscal non-recurring facilities and2015 EBITDA across sales items. 20 Margin and countries 2010 CAGR ($–in2013 reflects and billions) 16.3% not201
Slide 8: Valspar's Segments, Products, and Brands
Valspar’s Products, Hardware Roofs (17%) Exclusive (9%)Segments Brands General Professional Retail and Heavy Sales: Distribution Coil 4Machinery $2.5 China billion Products, Appliances Paints Sales:Australia/ Brands $1.7 andbillion HVAC andCompany Distribution FY Non-Exclusive 2015 Owned FY(sales 20
Slide 9: Agenda
Agenda 1 Introduction 2 Impact on Sherwin-Williams 3 Transaction Overview 4 Summary and Q&A
Slide 10: Creates a Premier Global Paints and Coatings Provider
Creates PPG RPM segments. $11.3 VAL Premier 5Axalta $11.1Global Akzo Nippon All Paints BASF Others andKansai $4.7 Coatings (>7,500 Jotun Provider Masco Firms)Global Moore RPM $4.3 Paints Source: $4.1 and Public $3.9 Coatings $3.5 filings $2.8 Industry and Axalta company Landscape $2.0 estimates. $2.
Slide 11: Enhanced Scale and a More Balanced Segment Mix
Enhanced Segment) Sales America administrative 15%Global 25% Scale of ofcosts Segment and 15% Finishes of A%More $414 % Revenues: Consumer a amillion Balanced as as $11.3bn itPaint from 10% Global Sherwin-Williams Stores 10% 25% Coatings oValspar Segment f P r Profit Company Coatings Revenues: and 5
Slide 12: Enhances Asia Pacific Alignment with Global Demand
Enhances Asia Pacific Alignment Europe 42% with27% Global USDemand US 76%Sherwin-Williams 84% 2015: $11.3bn Revenue Pro Forma by Geography 2015: $15.6bn Global Sales: Paints $120bn and Coatings Source: Company by Geography estimates. Latin 7America RoW International North America 7% 5% 16% Internati
Slide 13: Exceptional Combination of Innovative Technologies
Exceptional— Hydrochroma technology Combination no Purdy VOCpower color ofsystem Brands dispersion Ecotoner andValspar Innovative Sherwin AquaGuard Technologies Duckback Water-Based 8Proven Coatings Global Brand ValdePortfolio low-temp Innovative fast cure Technologies resin technology Expertise Air
Slide 14: Clearly Defined Synergy Path
Clearly Defined Synergy Williams R&D has Successfully Manufacturing and Meaningful Acquired Target Costand 5% Synergies Integrated /Distribution $280 21 million 8% Businesses Clear of path Identified in the to realize Last Synergies… 10identified Years 9 …Expected savings Significant To Be Realized
Slide 15: Transaction Creates Significant Value
Transaction (1) by 2018. Margin1016.0% Creates 17.8% Significant Pro Forma ValuePro ProForma FormaTransaction Revenues Pro expected FormatoEBITDA be immediately (CY2015 accretive Sales, $toinearnings billions)(excluding (CY2015 EBITDA, one-time costs) $ in billions) (1) Includes $4.3 $15.6 annual$2.
Slide 16: Agenda
Agenda 1 Introduction 2 Impact on Sherwin-Williams 3 Transaction Overview 4 Summary and Q&A
Slide 17: Merger Consideration, Timing and Certainty
Merger18, March expected believe Valspar Directors waiting consensus to Consideration share period to of be estimates 2016 be both the Certainty achieved under $113 unlikely Valspar as the in Represents of 31% by Cash U.S. and event March 2018 premium Sherwin-Williams Hart-Scott- per Mechanism 18, C
Slide 18: Attractive Capital Structure Facilitates Rapid Deleveraging
Attractive facilities delever employee commercial quickly expected equity Capital paper while Pro Structure at to closing provide Forma maintaining Facilitates Sherwin-Williams in$1.35b addition dividend ofRapid liquidity to $1.7 – Deleveraging Strong To billion atHave closing earnings ofEnhanced ou
Slide 19: Agenda
Agenda 1 Transaction Overview and Highlights 2 Impact on Sherwin-Williams 3 Transaction Overview 4 Summary and Q&A
Slide 20: Driving Significant Shareholder Value
Sherwin-Williams Geographic Presence + Valspar Significantly = Driving Significant Significant Identified Shareholder and Realizable Value Creates Cost Savings A Premier Creates GlobalSignificant Paints andValue Coatings for Customers, Provider Establishes Shareholders, Newand Growth OtherPlatforms