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Quarterly Report Q1 2017 02 THE BIG PICTURE Despite headline valuations, markets continue to offer opportunities for value investors. 04 FINDING VALUE Stock Highlight: Vallourec FUNDAMENTAL VALUE EQUITIES Our selection process in action: An attractive price and convincing transformation plan put Vallourec in the mix. 06 RESEARCH BRIEFING Healthcare M&A Finding value within the Healthcare sector amid a flurry of merger and acquisition activity. Concentrating on long-term value 08 VALUE STRATEGIES Value strategy updates, performance and portfolio characteristics. Fundamental Value Equities Q1 2017 THE BIG PICTURE Barry Glavin, Chief Investment Officer, Fundamental Value Equities Following a strong year for value in 2016, the opening months of 2017 saw a slight reversal of that trend. It’s not unusual for any trend to falter, but after a decade of relentless headwinds for value investors, the brevity of the outperformance period left many wondering whether 2016 was a simple correction rather than the beginning of something potentially more long-lasting. As value investors, we look to the data for answers. Driven primarily by unprecedented central bank stimulus, equity markets rebounded off the lows reached during the financial crisis to the point where, at a headline level, they are now overvalued relative to history. Investors flocked to low volatility, stable growth companies even when valuations became increasingly stretched, but in most of 2016 investors began to focus again on valuation. To suggest that, after a nine-month rally, it is too late to participate in the upside potential of value stocks seems premature, given the continuing dispersion of valuations within the market. But, of course, there are no guarantees in investing. We accept that the future is uncertain and there is an infinite spectrum of possible outcomes. Therefore, our approach is to seek cheap investments that can deliver across the broadest possible range of those outcomes. Overvalued Market Equity markets have been on a bull run for almost nine years, and the MSCI World Index remains close to record levels. As one would expect, headline-level valuations are no longer cheap, as the following table illustrates. MSCI World Index Price/Earnings Price/Book Source: Factset, SSGA as at 3 April 2017. 2 31 March 2017 10-Year Average 16.5x 13.5x 2.2x 1.8x The market is not excessively overvalued, but in order to progress, either multiples need to expand or earnings need to increase. There would seem to be little room for sustainable multiple expansion from these levels, but the case for earnings growth is also challenging. Earnings are already at record levels, as are profit margins; the bull case for the global index requires that these record levels continue to be topped. This is of course possible, but on the range of possible outcomes, it represents a very narrow or specific result. Undervalued Stocks The simple principle underpinning our approach is that low prices should lead to above average returns, while high prices usually lead to below average returns. As active value managers, we aim to outperform by seeking stocks that are cheap. Despite the maturity of the bull market and its valuation metrics, we believe there are opportunities for the price-sensitive investor due to the valuation dispersions across stocks, across sectors and across regions. Across Stocks The differential between the cheapest and most expensive quintiles of the market (represented by the MSCI World Index) is at historically wide levels. We have tracked the relationship between them over time, as measured by the median price-to-book (P/B) ratio of each. The differential widened from 2009 to mid-2016 as the most expensive stocks led global equity markets higher. The gap peaked in early 2016 with the median P/B of the most expensive quintile at over 10 times that of the cheapest quintile, a level previously only seen during the dot com bubble. Significantly, the value rally in 2016 only narrowed this gap in relative P/B ratios to 8 times, which is still above the 20-year average of about 6 times. Across Sectors When analyzing where P/B valuations sit today, the divergence in global sector valuations becomes evident (Figure 1). There would appear to be less value in information technology and consumer sectors in particular, which are now rated toward the top of their 10-year P/B ranges. More economically sensitive sectors on the other hand, such as financials and energy, present more value according to this metric. Figure 1: Sector Valuations Price to Book (P/B) 5.0 4.0 3.0 2.0 1.0 0.0 Cons Info Tech Staples 10 Yr Range Health Industrials Care Cons Disc Telecoms Materials Energy Utilities Financials Current Price to Book Source: Factset, SSGA as at 3 April 2017. Universe is the MSCI World Index. Across Regions The dispersion in regional valuations is equally dramatic (Figure 2). North American equities are trading close to the richest multiples in a decade. Elsewhere, multiples in the eurozone, Asia and emerging markets appear to present more attractive valuations. Figure 2: Regional Valuations Price to Book (P/B) 3.0 2.5 2.0 1.5 1.0 0.5 0.0 Developed 10 Yr Range Emerging North America Europe Eurozone Asia Pacific ex Japan Japan Current Price to Book Source: Factset, SSGA as at 3 April 2017. Universe is the MSCI World Index. Time, Not Timing The question on the minds of many remains: is now the time for value? The period of value underperformance from March 2007 to February 2016 was the longest since the 1940s. Yet our analysis informs us that periods of value outperformance can also be persistent. Based on what we have seen, and our interrogation of available data, we are optimistic for the outlook of value. Ultimately, it’s never the wrong time to buy something for less than its worth. Value, as a philosophy and discipline, needs time to work to capture the benefits of the performance premium, as short-term results are typically random. History shows that a valuation-based approach outperforms*, but that the pattern and timing of returns is lumpy and unpredictable. As value investors, we maintain discipline, patience and a long-term perspective as our core principles, even when the market pendulum shifts in favour of value. Today’s markets, despite the outperformance of value stocks in 2016 and high headline valuations, remain attractive to value investors like ourselves. By focusing on stocks, sectors and regions with low multiples, coupled with the possibility of a recovery in earnings, we believe our concentrated portfolios of value stocks are well positioned to benefit from today’s market dynamics. * Source: Dimson, Marsh & Staunton, Credit Suisse Global Investment Returns Sourcebook, 2016. Past performance is not a guarantee of future results. State Street Global Advisors 3 Fundamental Value Equities Q1 2017 FINDING VALUE VALLOUREC ** Lisa O'Sullivan, Research Analyst, Global Resources Vallourec’s share price experienced a significant drop in February following the release of the company’s full-year earnings for 2016 and its guidance for 2017. This market reaction brought the valuation to an attractive level at a time when our due diligence process was providing clarity on the company’s ability to successfully implement its major restructuring plan and improve return on investment. The Context Investment View Competitive Position Changes in return on invested capital will be vital for Vallourec's performance over time. The following factors will be key to improving this: HIGHER MARGINS These have the potential to grow as fixed cost absorption improves, alongside greater volumes and reduced costs as a result of restructuring. Headquartered in France, Vallourec is a long-established leading manufacturer of steel pipes — mainly for the oil and gas industries. The nature of its business means that it is sensitive to movements in the price of oil as that ultimately feeds through to demand for its product. However, Vallourec’s profits had fallen significantly below the peak levels of 2008 even before the oil price tumble started to take a toll in 2014. Pricing pressure from global competition, the decline of activity within its power generation business, and a large high-cost European operation led to a decline in operating profit from above €1.5bn in 2008 to €0.5bn by 2012. Capital spending by oil and gas companies then collapsed with the oil price, further hitting profitability – the company posted an operating loss of more than €500m in 2016. Vallourec’s response has been to initiate plans to radically restructure its operations. In comparison with Tenaris, its closest peer, we can clearly see an important source of lost competitiveness (Figure 3). Vallourec’s labour productivity declined from 160 tonnes per employee in 2007 to below 100 tonnes by 2014. With the oil price decline of 2014, productivity declined further to below 70 tonnes per employee by 2015. This reflects Vallourec’s large high-cost European manufacturing operation and growing capacity in Brazil and the US. Figure 3: Production Per Employee Tonnes per employee HIGHER ASSET TURNOVER With higher production on a reduced footprint as a result of Vallourec’s decision to concentrate manufacturing locations. 200 150 100 50 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Vallourec Tenaris Source: SSGA, Vallourec, Tenaris, Bloomberg Finance LP. **The specific security listed does not represent all of the securities purchased, sold, or recommended for advisory clients. You should not assume that investments in the security identified and discussed were or will be profitable. This information should not be considered a recommendation to invest in a particular sector or to buy or sell any security shown. 4 In the period 2007 to 2015 Vallourec’s productivity as measured by tonnes produced by employee fell by 54%, while productivity of its main competitor fell by 35%. Transformation Plan Capacity Vallourec has already reduced its European capacity by 50% and created two competitive production hubs in Brazil and China. Balance Sheet Strengthening the balance sheet by raising €950 million in new capital. Payroll Costs Reducing the workforce by 3,500 from 2014 levels. Earnings Targeting incremental EBITDA (earnings before interest, taxes, depreciation and amortization) of €525m by 2020, on the assumption of flat volumes. If volumes return to 2014 levels, the company projects delivery of EBITDA of €1.2 to €1.4bn. Restructuring Progress We see the Transformation Plan as key to Vallourec regaining its competitive position and achieving cash flow returns commensurate with the attractive structure of the industry. An examination of Vallourec’s results for 2016 revealed initial signs of success for the Transformation Plan as productivity remained at 2015 levels despite a 10% fall in production. Coupled with a reduction in employee payroll costs and an improvement in other conversion costs per tonne, this gives us confidence in the improvement in productivity as a driver of return on investment as production volumes increase. Outlook Oil and gas drilling activity will be a key driver of Vallourec’s profitability. In 2017 we expect an increase in pipe volumes, particularly in the US where the rig count is increasing, as is the pipe usage of those rigs. This will take time to feed through to Vallourec’s financial results as just 20% of its sales are set at the market spot price (with 80% of volumes contracted at 2016 prices). However, the eventual improvement in US capacity utilisation should boost operating leverage. Although volumes are likely to remain below historical peaks, higher asset utilisation on a reduced footprint will be beneficial for productivity and efficiency gains. Our Assessment Vallourec has been added to our portfolio on the basis of our comprehensive due diligence and assessment of its valuation. The near-term outlook can be difficult to determine. Indeed, the company outlined in its February guidance that losses (per EDBITDA) would be in the range of -€169m to -€119m in 2017. This was below market expectations and free cash flow implications for the balance sheet appear detrimental. However, the improved pricing environment today is likely to flow through to company performance over time. With the stock trading at a discount to intrinsic value and given our outlook of improving earnings, we believe Vallourec is an attractive investment for our portfolios. Figure 4: Revenue by Region % 100 80 60 40 20 0 2001 Rest of World 2002 2003 Europe Source: SSGA, Vallourec. 2004 2005 South America 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 North America State Street Global Advisors 5 Fundamental Value Equities Q1 2017 RESEARCH BRIEFING THE ANATOMY OF HEALTHCARE M&A Joe Lawlor, Research Analyst, Global Healthcare As value investors, we think a lot about the deployment of capital. Finding the right stocks at the right price governs our thinking. A key question for us is how effectively companies re-invest their cash flow and use their balance sheet to grow their business and create shareholder value. The healthcare sector has witnessed significant merger and acquisition activity over the past 30 years, and questions arise as to whether it’s a good use of capital, creates shareholder value and drives outperformance. There are a number of reasons why healthcare companies venture down the acquisition route: • Expansion: To acquire new products quickly and with less risk than developing in-house • Synergies: Merge operations and reduce costs • Market share: Reduce or eliminate competition • Scale: Broaden into other markets or regions • Opportunism: Purchase a competitor at a distressed price • Solution: Offset a problem in the acquirer's business Long Term Deal History Data provided by Credit Suisse HOLT gives some insight into 400 of the largest deals in healthcare from 1992 to 2010.1 The research looked at the combined companies cash flow return on investment (CFROI) – a gauge of a financial performance that measures the cash flow a company produces with its invested capital. Figure 5 shows that the three-year CFROI of the combined health care entities was marginally lower than at the starting point and the initial forecasts. However, the three-year outcomes are better than other sectors and exceed the cost of capital. Figure 5: Achieved Cash Flow Return on Investment (CFROI) Post-transaction CFROI 14 12 10 8 6 4 2 0 All ex Financials Merged CFROI IT Financials First Forecast CFROI Cons Disc Materials Industrials Health Care Energy CFROI 3 Years Post Source: Credit Suisse HOLT. Universe: 9,972 Global Public Targets From 1992-2010. 1 6 Credit Suisse HOLT. “Worth the Premium? A Systemic Approach for Assessing Acquisition Skill, Tom Hillman, Chris Morck, January 2015. Cons Staples Telecoms Utilities The Shareholder Return Focusing on the 42 largest deals (> $4bn), we observe that the acquirers have underperformed the sector by an average of 7%. Furthermore, 52% of the deals are in negative territory, compared to 41% in the 1992-2010 research. The market rewarded acquirers in the healthcare sector, with average outperformance of about 30% cumulative over the three-year post-deal window. However, 41% of deals resulted in acquirer underperformance; the spread in average share price performance between the top 20% and bottom 20% of stocks was around 250%!2 Of the underperforming deals, both the acquirer and the acquired business are under severe pressure and management teams are struggling to generate the expected synergies. Many of the problem deals are in the generic and speciality pharmaceutical space, where acquirers overpaid in overleveraged deals for businesses that subsequently faced serious price pressures. The most successful deals saw returns and growth in assets increase, while the least successful deals saw marked declines in both metrics. The data reveals that deals typically fail for a number of reasons: • Overpayment for acquisition due to unrealistic assessment of revenue potential of the acquired company In contrast, ‘outperforming’ deals – often in the medical technology sector – have typically seen revenue growth on both sides of the deal at acceptable levels and integration is generally proceeding as planned. • Undisclosed or underappreciated problem in the business of the acquiring company M&A – A Good Use of Capital? • Botched integration; expected revenue and cost synergies failed to materialise Recent M&A Boom Approximately $1 trillion of healthcare M&A deals were consummated in the 2014-2016 period (Figure 6). These deals were agreed when the sector was trading at a historically high valuation (in excess of a price-toearnings (P/E) multiple of 18x). Moreover, when the average premium of 35% that acquirers paid for control is added, it seems safe to conclude that many will have overpaid for the assets. Figure 6: Cyclicality in Healthcare M&A $bn P/E 500 20 400 16 300 12 200 8 100 4 0 It is our view that downward pressure on drug and device prices and the search for new growth opportunities will lead to more M&A within healthcare. While M&A can be a viable means of creating shareholder value, a large percentage of deals will likely fail through over-payment, over-optimistic assumptions and poor integration. In thinking about how we deploy capital to healthcare firms, we have similar instincts to many acquirers. We are looking for well-run companies that place an emphasis on organic growth, that have a history of not overpaying for assets and historically have managed integration well. From time to time, our value discipline has allowed us to identify a diamond in the rough, acquire it at the right price and benefit when another company has been willing to pay a premium for control of the shares we own. And we would like to think we wouldn’t own a serial acquirer that habitually overpays for growth. That is not to say we have not owned companies that made deals that turned out poorly. However, by sticking to a process of buying cheap well-managed companies, we believe we are more likely to own the stocks that other companies pay up for. 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 0 (LHS) Total Deal Value Source: Bloomberg (RHS) MCSI World Healthcare Index, P/E Past performance is not an indicator of future results. MCSI World Healthcare Index returns reflect capital gains and losses, income, and the reinvestment of dividends. 2 State Street Global Advisors 7 About Us For nearly four decades, State Street Global Advisors has been committed to helping our clients, and the millions who rely on them, achieve financial security. We partner with many of the world’s largest, most sophisticated investors and financial intermediaries to help them reach their goals through a rigorous, research-driven investment process spanning both indexing and active disciplines. With trillions* in assets, our scale and global reach offer clients unrivalled access to markets, geographies and asset classes, and allow us to deliver thoughtful insights and innovative solutions. State Street Global Advisors is the investment management arm of State Street Corporation. *Assets under management were $2.47 trillion as of 31 December 2016. Please note that AUM totals are unaudited. ssga.com Marketing Communication. For public use. State Street Global Advisors Worldwide Entities Australia: State Street Global Advisors, Australia, Limited (ABN 42 003 914 225) is the holder of an Australian Financial Services Licence (AFSL Number 238276). Registered Office: Level 17, 420 George Street, Sydney, NSW 2000, Australia. T: +612 9240 7600. F: +612 9240 7611. Belgium: State Street Global Advisors Belgium, Chausse de La Hulpe 120, 1000 Brussels, Belgium. T: +32 2 663 2036, F: +32 2 672 2077. SSGA Belgium is a branch office of State Street Global Advisors Limited. State Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Canada: State Street Global Advisors, Ltd., 770 Sherbrooke Street West, Suite 1200 Montreal, Quebec, H3A 1G1, T: +514 282 2400 and 30 Adelaide Street East Suite 500, Toronto, Ontario M5C 3G6. T: +647 775 5900. Dubai: State Street Bank and Trust Company (Representative Office), Boulevard Plaza 1, 17th Floor, Office 1703 Near Dubai Mall & Burj Khalifa, P.O Box 26838, Dubai, United Arab Emirates. T: +971 (0)4 4372800. F: +971 (0)4 4372818. France: State Street Global Advisors France. Authorised and regulated by the Autorité des Marchés Financiers. Registered with the Register of Commerce and Companies of Nanterre under the number: 412 052 680. Registered Office: Immeuble Défense Plaza, 23-25 rue Delarivière-Lefoullon, 92064 Paris La Défense Cedex, France. T: +33 1 44 45 40 00. F: +33 1 44 45 41 92. Germany: State Street Global Advisors GmbH, Brienner Strasse 59, D-80333 Munich. Authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”). Registered with the Register of Commerce Munich HRB 121381. T: +49 (0)89 55878 400. F: +49 (0)89 55878 440. Hong Kong: State Street Global Advisors Asia Limited, 68/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. T: +852 2103 0288. F: +852 2103 0200. Ireland: State Street Global Advisors Ireland Limited is regulated by the Central Bank of Ireland. Incorporated and registered in Ireland at Two Park Place, Upper Hatch Street, Dublin 2. Registered Number: 145221. Member of the Irish Association of Investment Managers. T: +353 (0)1 776 3000. F: +353 (0)1 776 3300. Italy: State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano) is a branch of State Street Global Advisors Limited, a company registered in the UK, authorised and regulated by the Financial Conduct Authority (FCA ), with a capital of GBP 71'650'000.00, and whose registered office is at 20 Churchill Place, London E14 5HJ. State Street Global Advisors Limited, Milan Branch (Sede Secondaria di Milano), is registered in Italy with company number 06353340968 - R.E.A. 1887090 and VAT number 06353340968 and whose office is at Via dei Bossi, 4 - 20121 Milano, Italy. T: +39 02 32066 100. F: +39 02 32066 155. Japan: State Street Global Advisors (Japan) Co., Ltd., Japan, Toranomon Hills Mori Tower 25F, 1-23-1 Toranomon, Minato-ku, Tokyo, 105-6325. T: +81 (0)3 4530 7380 Financial Instruments Business Operator, Kanto Local Financial Bureau (Kinsho #345) Membership: Japan Investment Advisers Association, The Investment Trust Association, Japan, Japan Securities Dealers’ Association. Netherlands: State Street Global Advisors Netherlands, Apollo Building, 7th Floor Herikerbergweg 29 1101 CN Amsterdam. T: +31 (0)20 7181701. State Street Global Advisors Netherlands is a branch office of State Street Global Advisors Limited. State State Street Global Advisors Street Global Advisors Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Singapore: State Street Global Advisors Singapore Limited, 168 Robinson Road, #3301 Capital Tower, Singapore 068912 (Company Registered Number: 200002719D). T: +65 6826 7500. F: +65 6826 7501. Switzerland: State Street Global Advisors AG, Beethovenstr. 19, CH-8027 Zurich. Authorised and regulated by the Eidgenössische Finanzmarktaufsicht (“FINMA”). Registered with the Register of Commerce Zurich CHE-105.078.458. T: +41 (0)44 245 70 00. F: +41 (0)44 245 70 16. United Kingdom: State Street Global Advisors Limited. Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered Number: 2509928. VAT Number: 5776591 81. Registered Office: 20 Churchill Place, Canary Wharf, London, E14 5HJ. T: +020 3395 6000. F: +020 3395 6350. United States: State Street Global Advisors, One Lincoln Street, Boston, MA 021112900. T: +1 617 664 7727. The information provided does not constitute investment advice and it should not be relied on as such. It should not be considered a solicitation to buy or an offer to sell a security. It does not take into account any investor's particular investment objectives, strategies, tax status or investment horizon. You should consult your tax and financial advisor. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information. All material has been obtained from sources believed to be reliable. There is no representation or warranty as to the accuracy of the information and State Street shall have no liability for decisions based on such information. Investing involves risk including the risk of loss of principal. The whole or any part of this work may not be reproduced, copied or transmitted or any of its contents disclosed to third parties without SSGA’s express written consent. This document contains certain statements that may be deemed forward-looking statements. Please note that any such statements are not guarantees of any future performance and actual results or developments may differ materially from those projected. Equity securities are volatile and can decline significantly in response to broad market and economic conditions. Actively managed strategies do not seek to replicate the performance of a specified index. The Strategies are actively managed and may underperform their benchmarks. An investment in the Strategies is not appropriate for all investors and is not intended to be a complete investment program. Investing in the Stratgies involves risks, including the risk that investors may receive little or no return on the investment or that investors may lose part or even all of the investment. Value stocks can perform differently from the market as a whole. Value stocks can perform differently from the market as a whole. They can remain undervalued by the market for long periods of time. Past performance is not a guarantee of future results. © 2017 State Street Corporation. All Rights Reserved. ID8759-INST-7663 Exp. Date: 30/04/2018