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Wesfarmers Ltd.
Primary Credit Analyst: Brenda Wardlaw, Melbourne (61) 3-9631-2074; brenda_wardlaw@standardandpoors.com Secondary Credit Analyst: Peter Stephens, Melbourne (61) 3-9631-2078; peter_stephens@standardandpoors.com
Table Of Contents
Major Rating Factors Rationale Outlook Debt Issue Analysis Business Description Business Risk Profile Financial Risk Profile Peer Analysis
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ISSUER CREDIT RATINGS Wesfarmers Ltd. Corporate Credit Rating Lumley General Insurance (N.Z.) Ltd. Corporate Credit Rating Local currency Lumley General Insurance Ltd. Corporate Credit Rating Local currency Wesfarmers Federation Insurance Ltd. Corporate Credit Rating Local currency AFFIRMED RATINGS Wesfarmers Ltd. Sr unsecd debt Local currency CP Local currency Business risk profile: Strong Financial risk profile: Intermediate Debt maturities: (As of June 30, 2006) 2007: A$469 million 2008: A$503 million 2009: A$572 million Bank lines: A$500 million evergreen facilities maturing between October and December 2008 A$180 million bill facilities maturing May 2008 A$650 million 364-day facilities A$300 million 364-day commercial paper backup facilities maturing between January 2007 and January 2008 NZ$130 million cash advance facilities maturing in May 2007 A$115 million multi-option facility maturing in December 2007 Corporate credit rating history: Feb. 20, 2002 A-/A-2 A-/Stable/A-2
A-/Stable/--
A-/Stable/--
A-/Stable/--
AA-2
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Weaknesses
An active acquisition strategy requires careful management of the company's financial profile Some business units remain exposed to competitive and cyclical market conditions Integration risk associated with recently acquired businesses
Rationale
The ratings on Wesfarmers Ltd. reflect the company's portfolio of well-managed, midsize Australian-based businesses, some of which compete in cyclical and competitive sectors. Wesfarmers has maintained a solid financial profile with strong cash flow protection measures, but has shown a willingness to tolerate gearing levels outside its target range for strategic acquisitions. Wesfarmers is a diversified industrial conglomerate, with strong, established market positions in a number of sectors. Key business divisions include home-improvement retailing, energy, insurance, chemicals and fertilizers, and industrial and safety products. These divisions have different business dynamics, providing a strong degree of protection to cash flows. Business unit diversification reduces exposure to downturns in individual sectors, especially where the operating environment is more competitive or has cyclical demand patterns. The company's business position has been enhanced in recent years through a number of acquisitions and divestments. Ongoing growth in the insurance division following the acquisition of OAMPS Ltd. (not rated) will further reduce the company's exposure to more volatile businesses such as fertilizers. The energy division is also set to expand if Wesfarmers is successful in its proposed acquisition of Linde Gas Pty Ltd. (Linde) from Linde AG (BBB-/Stable/A-3) for about A$500 million. A challenge for Wesfarmers is to maintain its strong financial performance as the company expands. Wesfarmers' financial profile benefits from strong free cash flows, the stability of which is supported by the company's diversified business operations. Reported net profit, excluding the impact of the sale of its shareholding in Australian Railroad Group (ARG), rose 24% to A$869 million in its fiscal year ended June 30, 2006. Increased earnings from the energy and home improvement divisions offset lower contributions from the chemicals and fertilizers, insurance, and the industrial and safety divisions. The largest boost to earnings was increased export coal sales and high coal prices. Group earnings for fiscal 2007 are likely to be slightly lower than in 2006, as coal prices weaken from recent peaks. Funds from operations (FFO) to total debt (operating lease-adjusted) was 59.6% in fiscal 2006, up from 38.2% in 2005, reflecting the strength of cash flows and lower debt. Wesfarmers' strong free-operating cash flow (FOC) generation is a key positive factor for the credit. In fiscal 2006, FOC was A$733 million, despite significant capital expenditure of A$615 million. With the exception of transaction-driven short-term deviations, an operating lease-adjusted ratio of FFO/debt in the range of 35%45% and EBITDA interest cover above 8x (10.4x in 2006) is consistent with the current rating. The
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rating anticipates that management will continue to extend the company's portfolio through further acquisitions across its business units.
Outlook
The stable outlook reflects Standard & Poor's expectation that Wesfarmers will maintain its strong financial profile, despite anticipated further growth and diversification of the business. If the Linde acquisition proceeds, Standard & Poor's will review the transaction, including the intended funding mix and potential integration risks, to determine any potential rating impact. Wesfarmers has demonstrated its ability to maintain a strong financial profile while undertaking growth opportunities. The current rating on Wesfarmers anticipates that management will continue to extend the company's portfolio through further acquisitions across its business units. An upward rating trend would require sustained improvement in key credit metrics and more conservative financial policy parameters. Any large-scale acquisitions in higher-risk industries or geographies that posed significant integration risks, and were largely debt-funded, could have negative rating implications.
Business Description
Recent spate of M&A activity
Wesfarmers is a publicly listed, diversified industrial conglomerate, with strong established market positions in a number of sectors. In fiscal 2006, the company's business divisions included home-improvement retailing, energy, insurance, chemicals and fertilizers, and industrial and safety products. These divisions have different business dynamics and cycles, providing a strong degree of protection to cash flows (see table 1). In September 2006,
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Wesfarmers announced a cash bid for Australian-based insurer OAMPS Ltd. that valued the target company at about A$700 million. The bid was successful and Wesfarmers moved to compulsory acquisition of the remaining shares after gaining more than 90% acceptances in November 2006. The acquisition will be partly funded with proceeds from the sale of Wesfarmers 50% shareholding in ARG, completed in June 2006. Wesfarmers received A$425 million (net of debt) for its share of ARG. A successful acquisition of Linde will strengthen Wesfarmers' market position in the domestic gas sector.
Table 1
*EBIT is after goodwill amortization. **The Energy division was recently split into two divisions: coal and energy.
Stronger trading conditions in the second half of the year contributed to higher segment EBIT of A$420.4 million,
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up marginally on 2005. Net of costs associated with the employee share plan following recent accounting changes to Australian equivalents to International Financial Reporting Standards (A-IFRS) and refurbishment costs, the home-improvement division's comparative growth in earnings was 6.5% in fiscal 2006 (see table 2). Although sales volumes are vulnerable to downturns in residential construction, a strong focus on the 'do-it-yourself' segment partially mitigates vulnerability to building cycles associated with trade customers. A refocusing on trade customers saw the establishment of a network of stand-alone trade distribution sites. The outlook for fiscal 2007 is for continued retail sales growth, and modest trade sales improvement.
*The Energy division was recently split into two divisions: coal and energy.
Wesfarmers' Collie coal mine supplies steaming coal under a long-term supply contract to Verve Energy (potentially to 2030), and to other users. The mine supplies a captive market, and is not exposed to global price fluctuations. Wesfarmers also holds a 40% interest in the Bengalla coal joint venture in New South Wales, and owns the Curragh coal mine in Queensland. Long-term access to LPG is a critical factor for Wesfarmers' gas businesses. An agreement negotiated with Alinta Ltd. (BBB/Negative/) in June 2005 provides a long-term basis for Wesfarmers to continue to extract LPG from the Dampier-to-Bunbury Natural Gas Pipeline. LPG distribution is a relatively high-margin and capital-intensive business. The Kwinana plant supplies much of Western Australia's domestic market, while more than half of Wesfarmers' LPG production is exported to Japan under a long-term sales contract with Marubeni Corp. (BBB-/Stable/). Wesfarmers' Kleenheat business is a major distributor of LPG and gas appliances to a broad range of domestic, commercial, automotive, and industrial customers. The industrial gases sector is capital intensive, with significant start-up costs providing high barriers to entry. The wide application of industrial gases ensures relatively stable demand patterns. Air Liquide W.A.'s industrial gas activities benefit from proximity to nickel and gold mines in Western Australia.
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Wesfarmers' energy division has recently been restructured into separate coal and energy (gas and power) divisions. The outlook for Wesfarmers' coal business will benefit from firm demand and above-average prices, although prices will be lower than their recent record levels. Earnings from the energy business remain dependent on international LPG prices and production volumes from the Kwinana extraction plant. The investment of A$138 million to build a liquefied LNG plant, together with the potential acquisition of the Linde business, will strengthen Wesfarmers' position in the domestic energy market through the manufacture and distribution of a broad range of gases for industrial, medical, and speciality applications.
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Table 5
While earnings from the chemicals business were in line with 2005, fertilizer earnings were down due to adverse seasonal conditions (see table 6). Historically, more than 70% of fertilizer sales occur in the second half of the fiscal year. A poor start to the 2006 growing season will adversely impact fiscal 2007 earnings; however, strong demand from the resources sector for Wesfarmers' chemical products is a mitigating factor.
Other operations
Earnings from the Wespine plantation pine sawmill (Wesfarmers has a 50% share in this asset) were in line with the previous year. Earnings from Wesfarmers' partly owned investment house, Gresham Partners, vary from year-to-year, largely depending on the timing of divestments. Two divestments and one investment were made during fiscal 2006. Wesfarmers sold its 50%-owned ARG business in June 2006.
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Capital Structure
Debt usage is typically moderate, and Standard & Poor's expects that Wesfarmers will continue to use a mix of debt and equity to fund asset growth. Wesfarmers' target gearing range is between 50% and 75% net debt to equity, and was 46.1% at June 30, 2006. The group's operating lease-adjusted ratio of total debt to capitalization was 41.6% in fiscal 2006, reflecting lower debt levels and higher equity (principally due to higher retained earnings). Following the sale of the shareholding in ARG, off-balance sheet debt is now minimal. Wesfarmers' demonstrated willingness and ability to raise equity to partially fund major acquisitions is a positive rating factor, while the company's diversified business profile contributes a degree of financial flexibility.
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Peer Analysis
Peer analysis for an industrial conglomerate like Wesfarmers is difficult given the lack of comparable peers with a similar business mix. While Standard & Poor's rates a number of diversified global industrial conglomerates, they mainly operate in the aerospace, engineering, and telecommunications sectors. Orica Ltd. (BBB+/Negative/A-2) is an Australian-based industrial conglomerate with an operational base covering commercial explosives, niche chemicals, consumer products, and fertilizers. As Wesfarmers' home-improvement division was the largest contributor to revenues and profits in fiscal 2006, U.S.-based home-improvement companies Home Depot Inc. (AA/Stable/A-1+) and Lowes Cos. Inc. (A+/Stable/A-1) are also included as peers. Home Depot is the market leader in the fragmented U.S. home-improvement industry and is twice the size of the nearest competitor Lowes Cos. Inc.
Table 7
Peer Comparison
Company Year ended Issuer credit rating Sales Net income Funds from operations (FFO) Capital expenditure Total debt Shareholders equity Ratios EBIT interest cover (x) EBITDA interest cover (x) Return on permanent capital (%) Operating income to sales (%) FFO/debt (%) Total debt to capital (%) Total debt to EBITDA (x) Wesfarmers Ltd. Home Depot Inc. Lowe's Cos. Inc. June 30, 2006 Jan. 31, 2006 Jan. 31, 2006 A-/Stable/A-2 Mil. A$ 8,818.3 1,048.1 1,219.6 614.8 1,542.9 3,166.0 AA/Stable/A-1+ Mil. US$ 81,511.0 5,838.0 7,477.0 4,515.8 8,880.8 26,909.0 Mil. US$ 43,243.0 2,771.0 3,993.9 3,844.6 6,050.9 14,339.0 Orica Ltd. Sept. 30, 2006 Mil. A$ 4,745.6 120.5 334.2 385.7 1,712.6 2,423.2
A+/Stable/A-1 BBB+/Negative/A-2
Table 8
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Table 8
*Australian equivalents to International Financial Reporting Standards were applied to accounts in 2006 and 2005, while Australian Generally Accepted Accounting Principles were applied for previous years.
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