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OHIO
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34-0526850
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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101 West Prospect Avenue, Cleveland, Ohio
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44115-1075
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, Par Value $1.00
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Paint Stores Group:
Sherwin-Williams
®
, ProMar
®
, SuperPaint
®
, A-100
®
, Duron
®
, MAB
®
, PrepRite
®
, Duration
®
, Duration Home
®
, Harmony
®
, ProClassic
®
, Woodscapes
®
, SuperDeck
®
, Cashmere
®
, HGTV HOME
®
by Sherwin-Williams,
Emerald
®
, Duracraft
®
, Solo
®
, ProIndustrial
™
, ProPark
®
, Frazee
®
, Parker
™
Paints, Kwal
®
, Color Wheel
™
, General Paint
™
and Paint Shield
®
.
|
•
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Consumer Group:
Dutch Boy
®
, Krylon
®
, Minwax
®
, Thompson’s
®
WaterSeal
®
, Pratt & Lambert
®
, Martin Senour
®
, H&C
®
, White Lightning
®
, Dupli-Color
®
, Rubberset
®
, Purdy
®
, Bestt Liebco
®
, Accurate Dispersions
™
, Uniflex
®
, VHT
®
, Kool Seal
®
, Snow Roof
®
, Altax
™
, Tri-Flow
®
, Sprayon
®
, Ronseal
™
, DuraSeal
®
, Geocel
®
, Conco
®
, Duckback
®
, SuperDeck
®
, Mason's Select
®
and HGTV HOME
®
by Sherwin-Williams.
|
•
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Global Finishes Group:
Sherwin-Williams
®
, Lazzuril
®
, Excelo
®
, Baco
®
, Planet Color
®
, AWX Performance Plus
™
, Ultra
™
, Ultra-Cure
®
, Martin Senour
®
, Kem Aqua
®
, Sher-Wood
®
, Powdura
®
, Polane
®
, Euronavy
®
, Inchem
®
, Sayerlack
®
, AcromaPro
®
, Firetex
®
, Macropoxy
®
, Oece
™
, Arti
™
, Acrolon
®
, Sher-Nar
®
, PermaClad
®
, Heat-Flex
®
, Magnalux
™
, ATX
™
, Genesis
®
, Dimension
®
, Finish 1
™
, Lanet
™
, DFL
™
, Conely
™
, Envirolastic
®
and Fastline
™
.
|
•
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Latin America Coatings Group:
Sherwin-Williams
®
, Marson
®
, Metalatex
®
, Novacor
®
, Loxon
®
, Colorgin
®
, Martin Senour
®
, Sumare
®
, Condor
®
, Krylon
®
, Kem Tone
®
, Minwax
®
and Pratt & Lambert
®
.
|
•
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general business conditions, strengths of retail and manufacturing economies and the growth in the coatings industry;
|
•
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legal, regulatory and other matters that may affect the timing of our ability to complete the planned acquisition of The Valspar Corporation, or Valspar, if at all, including the potential for regulatory authorities to require divestitures in connection with the proposed transaction;
|
•
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our ability to successfully integrate past and future acquisitions into our existing operations, including Valspar, as well as the performance of the businesses acquired;
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•
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risks inherent in the achievement of cost synergies and the timing thereof for the planned acquisition of Valspar;
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•
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competitive factors, including pricing pressures and product innovation and quality;
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•
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changes in raw material and energy supplies and pricing;
|
•
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changes in our relationships with customers and suppliers;
|
•
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our ability to attain cost savings from productivity initiatives;
|
•
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changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations;
|
•
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risks and uncertainties associated with our expansion into and our operations in Asia, Europe, South America and other foreign markets, including general economic conditions, inflation rates, recessions, foreign currency exchange rates, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest and other external economic and political factors;
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•
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the achievement of growth in foreign markets, such as Asia, Europe and South America;
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•
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increasingly stringent domestic and foreign governmental regulations, including those affecting health, safety and the environment;
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•
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inherent uncertainties involved in assessing our potential liability for environmental-related activities;
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•
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other changes in governmental policies, laws and regulations, including changes in accounting policies and standards and taxation requirements (such as new tax laws and new or revised tax law interpretations);
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•
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the nature, cost, quantity and outcome of pending and future litigation and other claims, including the lead pigment and lead-based paint litigation, and the effect of any legislation and administrative regulations relating thereto; and
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•
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unusual weather conditions.
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•
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require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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increase our vulnerability to adverse economic or industry conditions;
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•
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limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
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•
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place us at a competitive disadvantage compared to businesses in our industry that have less debt.
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CONSUMER GROUP
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||||||
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||||||
Manufacturing Facilities
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||||||
Andover, Kansas
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Owned
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Holland, Michigan
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Owned
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Arlington, Texas
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Owned
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Homewood, Illinois
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Owned
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Baltimore, Maryland
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Owned
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Lawrenceville, Georgia
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Owned
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Bedford Heights, Ohio
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Owned
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Manchester, Georgia
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Owned
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Beltsville, Maryland
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Owned
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Memphis, Tennessee
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Owned
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Chicago, Illinois
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Owned
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Morrow, Georgia
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Owned
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Cincinnati, Ohio
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Owned
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Ontario, California
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Leased
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Columbus, Ohio
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Owned
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Orlando, Florida
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Owned
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Crisfield, Maryland
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Leased
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Plymouth, United Kingdom
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Leased
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Elkhart, Indiana
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Owned
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Portland, Oregon
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Leased
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Ennis, Texas
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Owned
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Rexdale, Ontario, Canada
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Owned
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Fernley, Nevada
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Owned
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Richmond, Kentucky
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Owned
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Flora, Illinois
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Owned
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Rockford, Illinois
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Leased
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Fort Erie, Ontario, Canada
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Owned
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San Diego, California
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Owned
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Garland, Texas
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Owned
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Sheffield, United Kingdom
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Owned
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Greensboro, North Carolina (2)
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Owned
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South Holland, Illinois
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Owned
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Grimsby, Ontario, Canada
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Owned
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Szamotuly, Poland
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Owned
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Grove City, Ohio
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Owned
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Victorville, California
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Owned
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||||||
Distribution Facilities
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||||||
Aurora, Colorado
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Leased
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Richmond, Kentucky
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Owned
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Buford, Georgia
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Leased
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Sheffield, United Kingdom
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Owned
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Effingham, Illinois
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Leased
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Swaffham, United Kingdom
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Leased
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Fredericksburg, Pennsylvania
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Owned
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Szamotuly, Poland
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Owned
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Moreno Valley, California
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Leased
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Waco, Texas
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Leased
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Plymouth, United Kingdom
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Leased
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Winter Haven, Florida
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Owned
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Reno, Nevada
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Leased
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|
|
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•
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the Mid Western Division operated
1,070
paint stores primarily located in the midwestern and upper west coast states;
|
•
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the Eastern Division operated
842
paint stores along the upper east coast and New England states;
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•
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the Canada Division operated
213
paint stores throughout Canada;
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•
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the Southeastern Division operated a manufacturing and distribution facility in Jamaica and
1,074
paint stores principally covering the lower east and gulf coast states, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curacao, Aruba, St. Lucia and Barbados; and
|
•
|
the South Western Division operated
981
paint stores in the central plains and the lower west coast states.
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Name
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Age
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Present Position
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Date When
First Elected
or Appointed
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John G. Morikis
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53
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Chairman, President and Chief Executive Officer, Director
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1999
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Allen J. Mistysyn
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48
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Senior Vice President – Finance and Chief Financial Officer
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2010
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Jane M. Cronin
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49
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Senior Vice President – Corporate Controller
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2016
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Thomas P. Gilligan
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56
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Senior Vice President – Human Resources
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2016
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Sean P. Hennessy
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59
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Senior Vice President – Corporate Planning, Development and Administration
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2001
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Catherine M. Kilbane
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53
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Senior Vice President, General Counsel and Secretary
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2013
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Robert J. Wells
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59
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Senior Vice President – Corporate Communications and Public Affairs
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2006
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Joel D. Baxter
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56
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President & General Manager, Global Supply Chain Division, Consumer Group
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2016
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Robert J. Davisson
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56
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President, The Americas Group
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2010
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David B. Sewell
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48
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President, Global Finishes Group
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2014
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Period
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Total
Number of
Shares
Purchased
|
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Average Price
Paid per
Share
|
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Total Number
of Shares
Purchased as
Part of a
Publicly
Announced Plan
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Maximum Number
of Shares
that May
Yet Be
Purchased Under
the Plan
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||
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October 1 – October 31
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Share repurchase program
(1)
|
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11,650,000
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Employee transactions
(2)
|
|
203
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|
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$266.98
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NA
|
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November 1 – November 30
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December 1 – December 31
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Total
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Share repurchase program
(1)
|
|
|
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11,650,000
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|
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Employee transactions
(2)
|
|
203
|
|
|
$266.98
|
|
|
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NA
|
|
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(1)
|
All shares are purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program. The Company had remaining authorization at
December 31, 2016
to purchase
11,650,000
shares.
|
(2)
|
All shares were delivered to satisfy the exercise price and/or tax withholding obligations by employees who exercised stock options or had shares of restricted stock vest.
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
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||||||||||
Operations
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||||||||||
Net sales
|
|
$
|
11,856
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|
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$
|
11,339
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|
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$
|
11,130
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|
|
$
|
10,186
|
|
|
$
|
9,534
|
|
|
Net income
|
|
1,133
|
|
|
1,054
|
|
|
866
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|
|
753
|
|
|
631
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|
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|||||
|
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||||||||||
Financial Position
|
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||||||||||
Total assets
|
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$
|
6,753
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$
|
5,779
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$
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5,699
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$
|
6,383
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$
|
6,235
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Long-term debt
|
|
1,211
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|
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1,907
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|
1,116
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|
|
1,122
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1,632
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|||||
Ratio of earnings to fixed charges
(1)
|
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6.5x
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9.1x
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7.7x
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7.4x
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7.2x
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|||||
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||||||||||
Per Common Share Data
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||||||||||
Net income — basic
(2)
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$
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12.33
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$
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11.43
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$
|
9.00
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$
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7.46
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$
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6.20
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Net income — diluted
(2)
|
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11.99
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11.15
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8.77
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7.25
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6.02
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|||||
Cash dividends
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3.36
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2.68
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2.20
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2.00
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1.56
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(1)
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For purposes of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes plus fixed charges. Fixed charges consist of interest expense, net, including amortization of discount and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense. The following schedule includes the figures used to calculate the ratios:
|
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|
2016
|
|
2015
|
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2014
|
|
2013
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|
2012
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||||||||||
Income before income taxes
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$
|
1,595
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$
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1,549
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$
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1,258
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$
|
1,086
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$
|
907
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|
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Fixed charges:
|
|
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||||||||||
Interest expense, net
|
|
154
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|
|
62
|
|
|
64
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|
|
63
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|
43
|
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|||||
Interest component of rent expense
|
|
138
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|
|
130
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|
|
125
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|
|
108
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103
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|||||
Total fixed charges
|
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292
|
|
|
192
|
|
|
189
|
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|
171
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|
|
146
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|||||
Earnings
|
|
$
|
1,887
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$
|
1,741
|
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$
|
1,447
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$
|
1,257
|
|
|
$
|
1,053
|
|
|
(2)
|
Presented under the treasury stock method.
|
(a)(1)
|
Financial Statements
|
(i)
|
Report of Management on the Consolidated Financial Statements (page
38
of our
2016
Annual Report);
|
(ii)
|
Report of the Independent Registered Public Accounting Firm on the Consolidated Financial Statements (page
39
of our
2016
Annual Report);
|
(iii)
|
Statements of Consolidated Income and Comprehensive Income for the years ended
December 31, 2016
,
2015
and
2014
(page
40
of our
2016
Annual Report);
|
(iv)
|
Consolidated Balance Sheets at
December 31, 2016
,
2015
and
2014
(page
41
of our
2016
Annual Report);
|
(v)
|
Statements of Consolidated Cash Flows for the years ended
December 31, 2016
,
2015
and
2014
(page
42
of our
2016
Annual Report);
|
(vi)
|
Statements of Consolidated Shareholders’ Equity for the years ended
December 31, 2016
,
2015
and
2014
(page
43
of our
2016
Annual Report); and
|
(vii)
|
Notes to Consolidated Financial Statements for the years ended
December 31, 2016
,
2015
and
2014
(pages
44
through
75
of our
2016
Annual Report).
|
(2)
|
Financial Statement Schedule
|
(thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
49,420
|
|
|
$
|
53,770
|
|
|
$
|
54,460
|
|
Bad debt expense
|
29,869
|
|
|
30,393
|
|
|
34,810
|
|
|||
Uncollectible accounts written off, net of recoveries
|
(38,839
|
)
|
|
(34,743
|
)
|
|
(35,500
|
)
|
|||
Ending balance
|
$
|
40,450
|
|
|
$
|
49,420
|
|
|
$
|
53,770
|
|
(3)
|
Exhibits
|
THE SHERWIN-WILLIAMS COMPANY
|
||
|
|
|
By:
|
/
S
/
|
C
ATHERINE
M. K
ILBANE
|
|
|
Catherine M. Kilbane, Secretary
|
*
|
The undersigned, by signing her name hereto, does sign this report on behalf of the designated officers and directors of the Company pursuant to powers of attorney executed on behalf of each such officer and director and filed as an exhibit to this report.
|
By:
|
/
S
/
|
C
ATHERINE
M
.
K
ILBANE
|
|
February 22, 2017
|
|
|
Catherine M. Kilbane, Attorney-in-fact
|
|
|
2.
|
*(a)
|
Agreement and Plan of Merger, among the Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference.
|
|
|
|
3.
|
(a)
|
Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated February 18, 2015, and incorporated herein by reference.
|
|
|
|
|
(b)
|
Regulations of the Company, as amended and restated April 20, 2011, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated April 20, 2011, and incorporated herein by reference.
|
|
|
|
4.
|
(a)
|
Indenture between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee, dated as of February 1, 1996, filed as Exhibit 4(a) to Form S-3 Registration Statement Number 333-01093 dated February 20, 1996, and incorporated herein by reference.
|
|
|
|
|
(b)
|
First Supplemental Indenture between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 21, 2009, filed as Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
|
(c)
|
Second Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference.
|
|
|
|
|
(d)
|
Third Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference.
|
|
|
|
|
(e)
|
Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.
|
|
|
|
|
(f)
|
First Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.
|
|
|
|
|
(g)
|
Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.
|
|
|
|
|
(h)
|
Credit Agreement, dated as of July 16, 2015, by and among the Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, Bank of America, National Association, as Canadian administrative agent, JPMorgan Chase Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as co-documentation agents, and Wells Fargo Bank, National Association, as syndication agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 15, 2015, and incorporated herein by reference.
|
|
|
|
|
(i)
|
Amendment No. 1 to Credit Agreement, dated as of April 13, 2016, by and among the Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, and Bank of America, National Association, as Canadian administrative agent, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
|
|
(j)
|
Five Year Credit Agreement, dated as of January 30, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated January 30, 2012, and incorporated herein by reference.
|
|
|
|
|
(k)
|
Agreement for Letter of Credit, dated as of January 30, 2012, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated January 30, 2012, and incorporated herein by reference.
|
|
|
|
|
(l)
|
Five Year Credit Agreement Amendment No. 1, dated as of February 6, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 6, 2012, and incorporated herein by reference.
|
|
|
|
|
(m)
|
Five Year Credit Agreement Amendment No. 2, dated as of February 13, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 13, 2012, and incorporated herein by reference.
|
|
|
|
|
(n)
|
Five Year Credit Agreement Amendment No. 3, dated as of February 27, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 27, 2012, and incorporated herein by reference.
|
|
|
|
|
(o)
|
Five Year Credit Agreement, dated as of April 23, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 23, 2012, and incorporated herein by reference.
|
|
|
|
|
(p)
|
Agreement for Letter of Credit, dated as of April 23, 2012, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated April 23, 2012, and incorporated herein by reference.
|
|
|
|
|
(q)
|
Five Year Credit Agreement Amendment No. 1, dated as of April 25, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated April 25, 2012, and incorporated herein by reference.
|
|
|
|
|
(r)
|
Five Year Credit Agreement Amendment No. 2, dated as of May 7, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated May 7, 2012, and incorporated herein by reference.
|
|
|
|
|
(s)
|
Credit Agreement, dated as of May 9, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference.
|
|
|
|
|
(t)
|
Agreement for Letter of Credit, dated as of May 9, 2016, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference.
|
|
|
|
|
(u)
|
Amendment No. 1 to the Credit Agreement, dated as of May 12, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 12, 2016, and incorporated herein by reference.
|
|
|
|
|
(v)
|
Amendment No. 2 to the Credit Agreement, dated as of June 20, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 20, 2016, and incorporated herein by reference.
|
|
|
|
|
(w)
|
Amendment No. 3 to the Credit Agreement, dated as of August 1, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 1, 2016, and incorporated herein by reference.
|
|
|
|
|
(x)
|
Amendment No. 4 to the Credit Agreement, dated as of January 31, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 31, 2017, and incorporated herein by reference.
|
|
|
|
|
(y)
|
Amendment No. 5 to the Credit Agreement, dated as of February 13, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 13, 2017, and incorporated herein by reference.
|
|
|
|
|
(z)
|
364-Day Bridge Credit Agreement, dated as of April 13, 2016, by and among the Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
|
|
(aa)
|
Term Loan Credit Agreement, dated as of April 13, 2016, by and among the Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, Morgan Stanley Senior Funding, Inc. and PNC Bank, National Association, as co-syndication agents, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
|
10.
|
**(a)
|
Summary of Compensation Payable to Non-Employee Directors (filed herewith).
|
|
|
|
|
**(b)
|
Summary of Base Salary and Annual Incentive Compensation Payable to Named Executive Officers (filed herewith).
|
|
|
|
|
**(c)
|
Forms of Amended and Restated Severance Agreements filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
|
**(d)
|
Schedule of Executive Officers who are Parties to the Amended and Restated Severance Agreements in the forms referred to in Exhibit 10(c) above (filed herewith).
|
|
|
|
|
**(e)
|
The Sherwin-Williams Company 2005 Deferred Compensation Savings and Pension Equalization Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
|
**(f)
|
The Sherwin-Williams Company 2005 Key Management Deferred Compensation Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
|
**(g)
|
The Sherwin-Williams Company Director Deferred Fee Plan (1997 Amendment and Restatement) filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997, and incorporated herein by reference.
|
|
|
|
|
**(h)
|
2004-1 Amendment to The Sherwin-Williams Company Director Deferred Fee Plan (1997 Amendment and Restatement) filed as Exhibit 10(d) to the Company's Current Report on Form 8-K dated July 20, 2005, and incorporated herein by reference.
|
|
|
|
|
**(i)
|
The Sherwin-Williams Company 2005 Director Deferred Fee Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
|
**(j)
|
The Sherwin-Williams Company Executive Disability Income Plan filed as Exhibit 10(g) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference.
|
|
|
|
|
**(k)
|
Amendment Number One to The Sherwin-Williams Company Executive Disability Income Plan filed as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
|
**(l)
|
Summary of The Sherwin-Williams Company Revised Executive Disability Plan filed as Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.
|
|
|
|
|
**(m)
|
The Sherwin-Williams Company 2008 Amended and Restated Executive Life Insurance Plan filed as Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
|
|
|
|
|
**(n)
|
The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(b) to the Company's Current Report on Form 8-K dated April 19, 2006, and incorporated herein by reference.
|
|
|
|
|
**(o)
|
Form of Nonqualified Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(y) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.
|
|
|
|
|
**(p)
|
Form of Incentive Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(z) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.
|
|
|
|
|
**(q)
|
The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(bb) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference.
|
|
|
|
|
**(r)
|
First Amendment to The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(s)
|
Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(b) to the Company's Current Report on Form 8-K dated April 20, 2010, and incorporated herein by reference.
|
|
|
|
|
**(t)
|
Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, and incorporated herein by reference.
|
|
|
|
|
**(u)
|
Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(z) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(v)
|
Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015) filed as Exhibit 10(x) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
|
**(w)
|
Form of Restricted Stock Grant under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 21, 2010) filed as Exhibit 10(dd) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and incorporated herein by reference.
|
|
|
|
|
**(x)
|
The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015) filed as Exhibit 10(dd) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(y)
|
Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015) filed as Exhibit 10(ee) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(z)
|
Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015) filed as Exhibit 10(cc) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
|
|
|
|
|
**(aa)
|
Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of February 17, 2015) (filed herewith).
|
|
|
|
|
**(bb)
|
The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors filed as Exhibit 10(c) to the Company's Current Report on Form 8-K dated April 19, 2006, and incorporated herein by reference.
|
|
|
|
|
**(cc)
|
Form of Restricted Stock Grant under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors filed as Exhibit 10(d) to the Company's Current Report on Form 8-K dated April 20, 2010, and incorporated herein by reference.
|
|
|
|
|
**(dd)
|
The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of February 17, 2015) filed as Exhibit 10(hh) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(ee)
|
Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of February 17, 2015) filed as Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
|
|
|
|
**(ff)
|
The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, and incorporated herein by reference.
|
|
|
|
|
**(gg)
|
Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) (filed herewith).
|
|
|
|
|
**(hh)
|
The Sherwin-Williams Company 2007 Executive Performance Bonus Plan (As Amended and Restated Effective January 1, 2012) filed as Exhibit 10(a) to the Company's Current Report on Form 8-K dated April 18, 2012, and incorporated herein by reference.
|
|
|
|
13.
|
|
Our 2016 Annual Report, portions of which are incorporated herein by reference (filed herewith). With the exception of those portions of our 2016 Annual Report that are specifically incorporated by reference in this report, our 2016 Annual Report shall not be deemed “filed” as part of this report.
|
|
|
|
21.
|
|
Subsidiaries (filed herewith).
|
|
|
|
23.
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
24.
|
(a)
|
Powers of Attorney (filed herewith).
|
|
|
|
|
(b)
|
Certified Resolution Authorizing Signature by Power of Attorney (filed herewith).
|
|
|
|
31.
|
(a)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
|
|
|
|
|
(b)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
|
|
|
|
|
*
|
Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits and schedules upon request.
|
|
**
|
Management contract or compensatory plan or arrangement.
|
•
|
An annual cash retainer of $115,000;
|
•
|
An additional annual cash retainer of $25,000 for the Lead Director;
|
•
|
An additional annual cash retainer of $21,000 for the chair of the Audit Committee;
|
•
|
An additional annual cash retainer of $21,000 for the chair of the Compensation and Management Development Committee;
|
•
|
An additional annual cash retainer of $15,000 for the chair of the Nominating and Corporate Governance Committee; and
|
•
|
A meeting fee of $1,750 for each Board or Committee meeting attended in excess of twelve meetings during a calendar year. For purposes of calculating the number of meetings during a calendar year, any Board and Committee meetings held within 24 hours shall constitute one meeting.
|
|
|
Incentive Award as a Percentage of Base Salary
|
||||
Named Executive Officer
|
|
Minimum
|
|
Target
|
|
Maximum
|
John G. Morikis
|
|
0
|
|
135
|
|
270
|
Sean P. Hennessy
|
|
0
|
|
80
|
|
160
|
Robert J. Davisson
|
|
0
|
|
80
|
|
160
|
Catherine M. Kilbane
|
|
0
|
|
70
|
|
140
|
Christopher M. Connor
|
|
N/A
|
|
N/A
|
|
N/A
|
Grantee:
|
|
|
Date of Grant:
|
|
|
|
|
Date of Vesting:
|
|
|
|
|
|
|
Target number of Performance-Based EPS RSUs (“Target EPS RSUs”):
|
|
|||
Target number of Performance-Based RONAE RSUs (“Target RONAE RSUs”):
|
|
|||
Total number of Performance-Based Restricted Stock Units (“Total RSUs”):
|
|
Cumulative EPS
|
Vesting Percentage
|
Equal to or greater than
|
200%
|
|
175%
|
|
150%
|
|
125%
|
|
100%
|
|
88%
|
|
75%
|
|
63%
|
|
50%
|
|
38%
|
|
25%
|
Less than
|
0%
|
Year 1 EPS
|
$9.00
|
Year 2 EPS
|
$9.40
|
Year 3 EPS
|
$10.00
|
Cumulative EPS
|
$28.40
|
Year 1 RONAE
|
21.00%
|
Year 2 RONAE
|
21.50%
|
Year 3 RONAE
|
22.00%
|
Average Annual RONAE
|
21.50%
|
Grantee:
|
|
|
|
Date of Grant:
|
|
Aggregate Number of RSUs:
|
|
|
|
|
|
|
|
|
|
|
|
RSUs Vesting:
|
|
|
|
Date of Vesting:
|
|
RSUs Vesting:
|
|
|
|
Date of Vesting:
|
|
RSUs Vesting:
|
|
|
|
Date of Vesting:
|
|
Financial Summary
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Reports of Management and the Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Financial Statements and Notes
|
|
|
|
Cautionary Statement Regarding Forward-Looking Information
|
|
|
|
Shareholder Information
|
|
|
|
Corporate Officers and Operating Management
|
19
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
11,856
|
|
|
$
|
11,339
|
|
|
$
|
11,130
|
|
|
$
|
10,186
|
|
|
$
|
9,534
|
|
Cost of goods sold
|
5,933
|
|
|
5,780
|
|
|
5,965
|
|
|
5,569
|
|
|
5,328
|
|
|||||
Selling, general and administrative expenses
|
4,159
|
|
|
3,914
|
|
|
3,823
|
|
|
3,468
|
|
|
3,260
|
|
|||||
Impairments and dissolution
|
11
|
|
|
|
|
|
|
|
|
4
|
|
||||||||
Interest expense
|
154
|
|
|
62
|
|
|
64
|
|
|
63
|
|
|
43
|
|
|||||
Income before income taxes
|
1,595
|
|
|
1,549
|
|
|
1,258
|
|
|
1,086
|
|
|
907
|
|
|||||
Net income
|
1,133
|
|
|
1,054
|
|
|
866
|
|
|
753
|
|
|
631
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable - net
|
$
|
1,231
|
|
|
$
|
1,114
|
|
|
$
|
1,131
|
|
|
$
|
1,098
|
|
|
$
|
1,033
|
|
Inventories
|
1,068
|
|
|
1,019
|
|
|
1,034
|
|
|
971
|
|
|
920
|
|
|||||
Working capital - net
|
798
|
|
|
515
|
|
|
(115
|
)
|
|
630
|
|
|
1,273
|
|
|||||
Property, plant and equipment - net
|
1,096
|
|
|
1,042
|
|
|
1,021
|
|
|
1,021
|
|
|
966
|
|
|||||
Total assets
|
6,753
|
|
|
5,779
|
|
|
5,699
|
|
|
6,383
|
|
|
6,235
|
|
|||||
Long-term debt
|
1,211
|
|
|
1,907
|
|
|
1,116
|
|
|
1,122
|
|
|
1,632
|
|
|||||
Total debt
|
1,953
|
|
|
1,950
|
|
|
1,799
|
|
|
1,722
|
|
|
1,705
|
|
|||||
Shareholders’ equity
|
1,878
|
|
|
868
|
|
|
996
|
|
|
1,775
|
|
|
1,792
|
|
|||||
Per Common Share Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Average shares outstanding (thousands)
|
91,839
|
|
|
92,197
|
|
|
96,190
|
|
|
100,898
|
|
|
101,715
|
|
|||||
Book value
|
$
|
20.20
|
|
|
$
|
9.41
|
|
|
$
|
10.52
|
|
|
$
|
17.72
|
|
|
$
|
17.35
|
|
Net income - diluted
(1), (2)
|
11.99
|
|
|
11.15
|
|
|
8.77
|
|
|
7.25
|
|
|
6.02
|
|
|||||
Net income - basic
(2)
|
12.33
|
|
|
11.43
|
|
|
9.00
|
|
|
7.46
|
|
|
6.20
|
|
|||||
Cash dividends
|
3.36
|
|
|
2.68
|
|
|
2.20
|
|
|
2.00
|
|
|
1.56
|
|
|||||
Financial Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on sales
|
9.6
|
%
|
|
9.3
|
%
|
|
7.8
|
%
|
|
7.4
|
%
|
|
6.6
|
%
|
|||||
Asset turnover
|
1.8
|
x
|
|
2.0
|
x
|
|
2.0
|
x
|
|
1.6
|
x
|
|
1.5
|
x
|
|||||
Return on assets
|
16.8
|
%
|
|
18.2
|
%
|
|
15.2
|
%
|
|
11.8
|
%
|
|
10.1
|
%
|
|||||
Return on equity
(3)
|
130.5
|
%
|
|
105.8
|
%
|
|
48.8
|
%
|
|
42.0
|
%
|
|
41.6
|
%
|
|||||
Dividend payout ratio
(4)
|
30.1
|
%
|
|
30.6
|
%
|
|
30.3
|
%
|
|
33.2
|
%
|
|
37.7
|
%
|
|||||
Total debt to capitalization
|
51.0
|
%
|
|
69.2
|
%
|
|
64.4
|
%
|
|
49.2
|
%
|
|
48.8
|
%
|
|||||
Current ratio
|
1.3
|
|
|
1.2
|
|
|
1.0
|
|
|
1.2
|
|
|
1.7
|
|
|||||
Interest coverage
(5)
|
11.4
|
x
|
|
26.1
|
x
|
|
20.6
|
x
|
|
18.3
|
x
|
|
22.2
|
x
|
|||||
Net working capital to sales
|
6.7
|
%
|
|
4.5
|
%
|
|
(1.0
|
)%
|
|
6.2
|
%
|
|
13.3
|
%
|
|||||
Effective income tax rate
(6)
|
29.0
|
%
|
|
32.0
|
%
|
|
31.2
|
%
|
|
30.7
|
%
|
|
30.4
|
%
|
|||||
General
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
239
|
|
|
$
|
234
|
|
|
$
|
201
|
|
|
$
|
167
|
|
|
$
|
157
|
|
Total technical expenditures
(7)
|
153
|
|
|
150
|
|
|
155
|
|
|
144
|
|
|
140
|
|
|||||
Advertising expenditures
|
351
|
|
|
338
|
|
|
299
|
|
|
263
|
|
|
247
|
|
|||||
Repairs and maintenance
|
100
|
|
|
99
|
|
|
96
|
|
|
87
|
|
|
83
|
|
|||||
Depreciation
|
172
|
|
|
170
|
|
|
169
|
|
|
159
|
|
|
152
|
|
|||||
Amortization of intangible assets
|
26
|
|
|
28
|
|
|
30
|
|
|
29
|
|
|
27
|
|
|||||
Shareholders of record (total count)
|
6,787
|
|
|
6,987
|
|
|
7,250
|
|
|
7,555
|
|
|
7,954
|
|
|||||
Number of employees (total count)
|
42,550
|
|
|
40,706
|
|
|
39,674
|
|
|
37,633
|
|
|
34,154
|
|
|||||
Sales per employee (thousands of dollars)
|
$
|
279
|
|
|
$
|
279
|
|
|
$
|
281
|
|
|
$
|
271
|
|
|
$
|
279
|
|
Sales per dollar of assets
|
1.76
|
|
|
1.96
|
|
|
1.95
|
|
|
1.60
|
|
|
1.53
|
|
|||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Diluted net income per common share for 2016 includes an $.86 per share charge for Valspar acquisition costs, partially offset by a $.40 per share increase related to an income tax accounting change due to the adoption of ASU No. 2016-09. See Notes 2 and 14, respectively.
|
(2)
|
All earnings per share amounts are presented using the treasury stock method. See
Note 15
.
|
(3)
|
Based on net income and shareholders’ equity at beginning of year.
|
(4)
|
Based on cash dividends per common share and prior year’s diluted net income per common share.
|
(5)
|
Ratio of income before income taxes and interest expense to interest expense.
|
(6)
|
Based on income before income taxes.
|
(7)
|
See
Note 1
for a description of technical expenditures.
|
20
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
21
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
22
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
23
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
24
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
25
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
26
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
27
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
28
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(thousands of dollars)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
||||||||||
Long-term debt
|
|
$
|
1,927,001
|
|
|
$
|
701,679
|
|
|
$
|
1,002
|
|
|
$
|
508
|
|
|
$
|
1,223,812
|
|
Operating leases
|
|
1,600,329
|
|
|
342,565
|
|
|
559,012
|
|
|
372,511
|
|
|
326,241
|
|
|||||
Short-term borrowings
|
|
40,739
|
|
|
40,739
|
|
|
|
|
|
|
|
||||||||
Interest on Long-term debt
|
|
1,091,271
|
|
|
62,234
|
|
|
106,205
|
|
|
106,161
|
|
|
816,671
|
|
|||||
Purchase obligations
(1)
|
|
63,098
|
|
|
63,098
|
|
|
|
|
|
|
|
||||||||
Other contractual obligations
(2)
|
|
214,221
|
|
|
86,742
|
|
|
61,596
|
|
|
43,458
|
|
|
22,425
|
|
|||||
Total contractual cash obligations
|
|
$
|
4,936,659
|
|
|
$
|
1,297,057
|
|
|
$
|
727,815
|
|
|
$
|
522,638
|
|
|
$
|
2,389,149
|
|
(1)
|
Relate to open purchase orders for raw materials at
December 31, 2016
.
|
(2)
|
Relate primarily to estimated future capital contributions to investments in the U.S. affordable housing and historic renovation real estate partnerships and various other contractual obligations.
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
Commercial Commitments
|
|
Total
|
|
Less than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More than
5 Years
|
||||||||||
Standby letters of credit
|
|
$
|
43,658
|
|
|
$
|
43,658
|
|
|
|
|
|
|
|
||||||
Surety bonds
|
|
70,417
|
|
|
70,417
|
|
|
|
|
|
|
|
||||||||
Other commercial commitments
|
|
24,456
|
|
|
24,456
|
|
|
|
|
|
|
|
||||||||
Total commercial commitments
|
|
$
|
138,531
|
|
|
$
|
138,531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
29
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
(thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
31,878
|
|
|
$
|
27,723
|
|
|
$
|
26,755
|
|
Charges to expense
|
38,954
|
|
|
43,484
|
|
|
37,879
|
|
|||
Settlements
|
(36,413
|
)
|
|
(39,329
|
)
|
|
(36,911
|
)
|
|||
Balance at December 31
|
$
|
34,419
|
|
|
$
|
31,878
|
|
|
$
|
27,723
|
|
30
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31,
|
||||||||||
(thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net operating cash
|
$
|
1,308,572
|
|
|
$
|
1,447,463
|
|
|
$
|
1,081,528
|
|
Capital expenditures
|
(239,026
|
)
|
|
(234,340
|
)
|
|
(200,545
|
)
|
|||
Cash dividends
|
(312,082
|
)
|
|
(249,647
|
)
|
|
(215,263
|
)
|
|||
Free cash flow
|
$
|
757,464
|
|
|
$
|
963,476
|
|
|
$
|
665,720
|
|
|
Year Ended December 31,
|
|||||||||
(thousands of dollars)
|
2016
|
|
2015
|
|
Change
|
|||||
Net Sales:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
7,790,157
|
|
|
$
|
7,208,951
|
|
|
8.1
|
%
|
Consumer Group
|
1,584,413
|
|
|
1,577,955
|
|
|
0.4
|
%
|
||
Global Finishes Group
|
1,889,106
|
|
|
1,916,300
|
|
|
-1.4
|
%
|
||
Latin America Coatings Group
|
586,926
|
|
|
631,015
|
|
|
-7.0
|
%
|
||
Administrative
|
5,000
|
|
|
5,083
|
|
|
-1.6
|
%
|
||
Net sales
|
$
|
11,855,602
|
|
|
$
|
11,339,304
|
|
|
4.6
|
%
|
|
|
|
|
|
|
31
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Year Ended December 31,
|
|||||||||
(thousands of dollars)
|
2016
|
|
2015
|
|
Change
|
|||||
Income Before Income Taxes:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
1,622,697
|
|
|
$
|
1,433,504
|
|
|
13.2
|
%
|
Consumer Group
|
319,228
|
|
|
308,833
|
|
|
3.4
|
%
|
||
Global Finishes Group
|
239,000
|
|
|
201,881
|
|
|
18.4
|
%
|
||
Latin America Coatings Group
|
(17,391
|
)
|
|
18,494
|
|
|
-194.0
|
%
|
||
Administrative
|
(568,301
|
)
|
|
(413,746
|
)
|
|
-37.4
|
%
|
||
Income before
income taxes
|
$
|
1,595,233
|
|
|
$
|
1,548,966
|
|
|
3.0
|
%
|
32
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
33
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Year Ended December 31,
|
||||||||||
(thousands of dollars)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
Interest expense
|
154,088
|
|
|
61,791
|
|
|
64,205
|
|
|||
Income taxes
|
462,530
|
|
|
495,117
|
|
|
392,339
|
|
|||
Depreciation
|
172,074
|
|
|
170,323
|
|
|
169,087
|
|
|||
Amortization
|
25,637
|
|
|
28,239
|
|
|
29,858
|
|
|||
EBITDA
|
$
|
1,947,032
|
|
|
$
|
1,809,319
|
|
|
$
|
1,521,376
|
|
|
Year Ended December 31,
|
|||||||||
(thousands of dollars)
|
2015
|
|
2014
|
|
Change
|
|||||
Net Sales:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
7,208,951
|
|
|
$
|
6,851,581
|
|
|
5.2
|
%
|
Consumer Group
|
1,577,955
|
|
|
1,420,757
|
|
|
11.1
|
%
|
||
Global Finishes Group
|
1,916,300
|
|
|
2,080,854
|
|
|
-7.9
|
%
|
||
Latin America Coatings Group
|
631,015
|
|
|
771,378
|
|
|
-18.2
|
%
|
||
Administrative
|
5,083
|
|
|
4,963
|
|
|
2.4
|
%
|
||
Net sales
|
$
|
11,339,304
|
|
|
$
|
11,129,533
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|||||
|
Year Ended December 31,
|
|||||||||
(thousands of dollars)
|
2015
|
|
2014
|
|
Change
|
|||||
Income Before Income Taxes:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
1,433,504
|
|
|
$
|
1,201,420
|
|
|
19.3
|
%
|
Consumer Group
|
308,833
|
|
|
252,859
|
|
|
22.1
|
%
|
||
Global Finishes Group
|
201,881
|
|
|
201,129
|
|
|
0.4
|
%
|
||
Latin America Coatings Group
|
18,494
|
|
|
40,469
|
|
|
-54.3
|
%
|
||
Administrative
|
(413,746
|
)
|
|
(437,651
|
)
|
|
5.5
|
%
|
||
Income before
income taxes
|
$
|
1,548,966
|
|
|
$
|
1,258,226
|
|
|
23.1
|
%
|
34
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
|
|
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
35
|
36
|
37
|
38
|
39
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
11,855,602
|
|
|
$
|
11,339,304
|
|
|
$
|
11,129,533
|
|
Cost of goods sold
|
5,933,337
|
|
|
5,780,078
|
|
|
5,965,049
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
5,922,265
|
|
|
5,559,226
|
|
|
5,164,484
|
|
|||
Percent to net sales
|
50.0
|
%
|
|
49.0
|
%
|
|
46.4
|
%
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
4,159,435
|
|
|
3,913,518
|
|
|
3,822,966
|
|
|||
Percent to net sales
|
35.1
|
%
|
|
34.5
|
%
|
|
34.3
|
%
|
|||
|
|
|
|
|
|
||||||
Other general expense - net
|
12,368
|
|
|
30,268
|
|
|
37,482
|
|
|||
Impairment of goodwill and trademarks
|
10,688
|
|
|
|
|
|
|||||
Interest expense
|
154,088
|
|
|
61,791
|
|
|
64,205
|
|
|||
Interest and net investment income
|
(4,960
|
)
|
|
(1,399
|
)
|
|
(2,995
|
)
|
|||
Other (income) expense - net
|
(4,587
|
)
|
|
6,082
|
|
|
(15,400
|
)
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
1,595,233
|
|
|
1,548,966
|
|
|
1,258,226
|
|
|||
Income taxes
|
462,530
|
|
|
495,117
|
|
|
392,339
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
|
|
|
|
|
|
||||||
Net income per common share:
(1)
|
|
|
|
|
|
||||||
Basic
|
$
|
12.33
|
|
|
$
|
11.43
|
|
|
$
|
9.00
|
|
Diluted
|
$
|
11.99
|
|
|
$
|
11.15
|
|
|
$
|
8.77
|
|
|
|
|
|
|
|
||||||
(1)
Presented under the treasury stock method. See Note 15.
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(18,648
|
)
|
|
(128,245
|
)
|
|
(103,441
|
)
|
|||
|
|
|
|
|
|
||||||
Pension and other postretirement benefit adjustments:
|
|
|
|
|
|
||||||
Amounts recognized in Other
|
|
|
|
|
|
||||||
comprehensive loss
(1)
|
(28,385
|
)
|
|
7,974
|
|
|
(56,536
|
)
|
|||
Amounts reclassified from Other
|
|
|
|
|
|
||||||
comprehensive loss
(2)
|
7,635
|
|
|
5,847
|
|
|
8,980
|
|
|||
|
(20,750
|
)
|
|
13,821
|
|
|
(47,556
|
)
|
|||
|
|
|
|
|
|
||||||
Unrealized net gains (losses) on available-for-sale securities:
|
|
|
|
|
|
||||||
Amounts recognized in Other
|
|
|
|
|
|
||||||
comprehensive loss
(3)
|
1,046
|
|
|
(1,191
|
)
|
|
366
|
|
|||
Amounts reclassified from Other
|
|
|
|
|
|
||||||
comprehensive loss
(4)
|
89
|
|
|
478
|
|
|
(283
|
)
|
|||
|
1,135
|
|
|
(713
|
)
|
|
83
|
|
|||
|
|
|
|
|
|
||||||
Unrealized net gains on cash flow hedges:
|
|
|
|
|
|
||||||
Amounts recognized in Other
|
|
|
|
|
|
||||||
comprehensive loss
(5)
|
85,007
|
|
|
|
|
|
|||||
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
46,744
|
|
|
(115,137
|
)
|
|
(150,914
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
1,179,447
|
|
|
$
|
938,712
|
|
|
$
|
714,973
|
|
40
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
889,793
|
|
|
$
|
205,744
|
|
|
$
|
40,732
|
|
Accounts receivable, less allowance
|
1,230,987
|
|
|
1,114,275
|
|
|
1,130,565
|
|
|||
Inventories:
|
|
|
|
|
|
||||||
Finished goods
|
898,627
|
|
|
840,603
|
|
|
841,784
|
|
|||
Work in process and raw materials
|
169,699
|
|
|
177,927
|
|
|
191,743
|
|
|||
|
1,068,326
|
|
|
1,018,530
|
|
|
1,033,527
|
|
|||
Deferred income taxes
|
57,162
|
|
|
87,883
|
|
|
109,087
|
|
|||
Other current assets
|
381,030
|
|
|
230,748
|
|
|
251,655
|
|
|||
Total current assets
|
3,627,298
|
|
|
2,657,180
|
|
|
2,565,566
|
|
|||
|
|
|
|
|
|
||||||
Goodwill
|
1,126,892
|
|
|
1,143,333
|
|
|
1,158,346
|
|
|||
Intangible assets
|
255,010
|
|
|
255,371
|
|
|
289,127
|
|
|||
Deferred pension assets
|
225,529
|
|
|
244,882
|
|
|
250,144
|
|
|||
Other assets
|
421,904
|
|
|
436,309
|
|
|
415,120
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
||||||
Land
|
115,555
|
|
|
119,530
|
|
|
125,691
|
|
|||
Buildings
|
714,815
|
|
|
696,202
|
|
|
698,202
|
|
|||
Machinery and equipment
|
2,153,437
|
|
|
2,026,617
|
|
|
1,952,037
|
|
|||
Construction in progress
|
117,126
|
|
|
81,082
|
|
|
59,330
|
|
|||
|
3,100,933
|
|
|
2,923,431
|
|
|
2,835,260
|
|
|||
Less allowances for depreciation
|
2,005,045
|
|
|
1,881,569
|
|
|
1,814,230
|
|
|||
|
1,095,888
|
|
|
1,041,862
|
|
|
1,021,030
|
|
|||
Total Assets
|
$
|
6,752,521
|
|
|
$
|
5,778,937
|
|
|
$
|
5,699,333
|
|
|
|
|
|
|
|
||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
40,739
|
|
|
$
|
39,462
|
|
|
$
|
679,436
|
|
Accounts payable
|
1,034,608
|
|
|
1,157,561
|
|
|
1,042,182
|
|
|||
Compensation and taxes withheld
|
398,045
|
|
|
338,256
|
|
|
360,458
|
|
|||
Accrued taxes
|
76,765
|
|
|
81,146
|
|
|
86,744
|
|
|||
Current portion of long-term debt
|
700,475
|
|
|
3,154
|
|
|
3,265
|
|
|||
Other accruals
|
578,547
|
|
|
522,280
|
|
|
508,581
|
|
|||
Total current liabilities
|
2,829,179
|
|
|
2,141,859
|
|
|
2,680,666
|
|
|||
|
|
|
|
|
|
||||||
Long-term debt
|
1,211,326
|
|
|
1,907,278
|
|
|
1,115,996
|
|
|||
Postretirement benefits other than pensions
|
250,397
|
|
|
248,523
|
|
|
277,892
|
|
|||
Other long-term liabilities
|
583,178
|
|
|
613,367
|
|
|
628,309
|
|
|||
|
|
|
|
|
|
||||||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common stock - $1.00 par value:
|
|
|
|
|
|
||||||
93,013,031, 92,246,525, and 94,704,173 shares outstanding
|
|
|
|
|
|
||||||
at December 31, 2016, 2015 and 2014, respectively
|
116,563
|
|
|
115,761
|
|
|
114,525
|
|
|||
Other capital
|
2,488,564
|
|
|
2,330,426
|
|
|
2,079,639
|
|
|||
Retained earnings
|
4,049,497
|
|
|
3,228,876
|
|
|
2,424,674
|
|
|||
Treasury stock, at cost
|
(4,235,832
|
)
|
|
(4,220,058
|
)
|
|
(3,150,410
|
)
|
|||
Cumulative other comprehensive loss
|
(540,351
|
)
|
|
(587,095
|
)
|
|
(471,958
|
)
|
|||
Total shareholders’ equity
|
1,878,441
|
|
|
867,910
|
|
|
996,470
|
|
|||
|
|
|
|
|
|
||||||
Total Liabilities and Shareholders’ Equity
|
$
|
6,752,521
|
|
|
$
|
5,778,937
|
|
|
$
|
5,699,333
|
|
41
|
|
Year Ended December 31,
|
||||||||||
Operating Activities
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
Adjustments to reconcile net income to net operating cash:
|
|
|
|
|
|
||||||
Depreciation
|
172,074
|
|
|
170,323
|
|
|
169,087
|
|
|||
Amortization of intangible assets
|
25,637
|
|
|
28,239
|
|
|
29,858
|
|
|||
Impairment of goodwill and trademarks
|
10,688
|
|
|
|
|
|
|||||
Amortization of credit facility and debt issuance costs
|
63,759
|
|
|
3,096
|
|
|
3,224
|
|
|||
Provisions for environmental-related matters
|
42,932
|
|
|
31,071
|
|
|
36,046
|
|
|||
Provisions for qualified exit costs
|
3,038
|
|
|
9,761
|
|
|
13,578
|
|
|||
Deferred income taxes
|
(68,241
|
)
|
|
4,976
|
|
|
(19,038
|
)
|
|||
Defined benefit pension plans net cost
|
14,851
|
|
|
6,491
|
|
|
990
|
|
|||
Stock-based compensation expense
|
72,109
|
|
|
72,342
|
|
|
64,735
|
|
|||
Net decrease in postretirement liability
|
(12,373
|
)
|
|
(6,645
|
)
|
|
(718
|
)
|
|||
Decrease in non-traded investments
|
64,689
|
|
|
65,144
|
|
|
63,365
|
|
|||
(Gain) loss on sale or disposition of assets
|
(30,564
|
)
|
|
(803
|
)
|
|
1,436
|
|
|||
Other
|
5,101
|
|
|
3,615
|
|
|
(3,021
|
)
|
|||
Change in working capital accounts:
|
|
|
|
|
|
||||||
(Increase) in accounts receivable
|
(113,855
|
)
|
|
(56,873
|
)
|
|
(80,252
|
)
|
|||
(Increase) in inventories
|
(52,577
|
)
|
|
(40,733
|
)
|
|
(101,112
|
)
|
|||
(Decrease) increase in accounts payable
|
(118,893
|
)
|
|
160,111
|
|
|
78,603
|
|
|||
(Decrease) increase in accrued taxes
|
(2,159
|
)
|
|
4,606
|
|
|
13,187
|
|
|||
Increase (decrease) in accrued compensation and taxes withheld
|
60,632
|
|
|
(13,128
|
)
|
|
29,513
|
|
|||
(Increase) decrease in refundable income taxes
|
(1,343
|
)
|
|
19,230
|
|
|
(36,601
|
)
|
|||
Other
|
56,215
|
|
|
(955
|
)
|
|
(20,029
|
)
|
|||
Costs incurred for environmental-related matters
|
(15,178
|
)
|
|
(11,995
|
)
|
|
(9,676
|
)
|
|||
Costs incurred for qualified exit costs
|
(6,267
|
)
|
|
(11,200
|
)
|
|
(10,882
|
)
|
|||
Other
|
5,594
|
|
|
(43,059
|
)
|
|
(6,652
|
)
|
|||
Net operating cash
|
1,308,572
|
|
|
1,447,463
|
|
|
1,081,528
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(239,026
|
)
|
|
(234,340
|
)
|
|
(200,545
|
)
|
|||
Proceeds from sale of assets
|
38,434
|
|
|
11,300
|
|
|
1,516
|
|
|||
Increase in other investments
|
(103,182
|
)
|
|
(65,593
|
)
|
|
(111,021
|
)
|
|||
Net investing cash
|
(303,774
|
)
|
|
(288,633
|
)
|
|
(310,050
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Net (decrease) increase in short-term borrowings
|
(899
|
)
|
|
(630,226
|
)
|
|
591,423
|
|
|||
Proceeds from long-term debt
|
500
|
|
|
797,514
|
|
|
1,474
|
|
|||
Payments of long-term debt
|
(1,111
|
)
|
|
|
|
(500,661
|
)
|
||||
Payments for credit facility and debt issuance costs
|
(65,119
|
)
|
|
|
|
|
|||||
Payments of cash dividends
|
(312,082
|
)
|
|
(249,647
|
)
|
|
(215,263
|
)
|
|||
Proceeds from stock options exercised
|
86,831
|
|
|
89,990
|
|
|
100,069
|
|
|||
Income tax effect of stock-based compensation exercises and vesting
|
|
|
89,691
|
|
|
68,657
|
|
||||
Treasury stock purchased
|
|
|
(1,035,291
|
)
|
|
(1,488,663
|
)
|
||||
Other
|
(15,473
|
)
|
|
(42,384
|
)
|
|
(24,111
|
)
|
|||
Net financing cash
|
(307,353
|
)
|
|
(980,353
|
)
|
|
(1,467,075
|
)
|
|||
Effect of exchange rate changes on cash
|
(13,396
|
)
|
|
(13,465
|
)
|
|
(8,560
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
684,049
|
|
|
165,012
|
|
|
(704,157
|
)
|
|||
Cash and cash equivalents at beginning of year
|
205,744
|
|
|
40,732
|
|
|
744,889
|
|
|||
Cash and cash equivalents at end of year
|
$
|
889,793
|
|
|
$
|
205,744
|
|
|
$
|
40,732
|
|
Taxes paid on income
|
$
|
477,786
|
|
|
$
|
335,119
|
|
|
$
|
310,039
|
|
Interest paid on debt
|
153,850
|
|
|
48,644
|
|
|
67,306
|
|
42
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Unearned
ESOP
Compen-sation
|
|
Other
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Cumulative
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||||||
Balance at January 1, 2014
|
$
|
112,902
|
|
|
$
|
40,406
|
|
|
$
|
(40,406
|
)
|
|
$
|
1,847,801
|
|
|
$
|
1,774,050
|
|
|
$
|
(1,639,174
|
)
|
|
$
|
(321,044
|
)
|
|
$
|
1,774,535
|
|
Net income
|
|
|
|
|
|
|
|
|
865,887
|
|
|
|
|
|
|
865,887
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(150,914
|
)
|
|
(150,914
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
|
(1,488,663
|
)
|
|
|
|
(1,488,663
|
)
|
||||||||||||||
Redemption of preferred stock
|
|
|
(40,406
|
)
|
|
40,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock options exercised
|
1,423
|
|
|
|
|
|
|
98,646
|
|
|
|
|
(22,573
|
)
|
|
|
|
77,496
|
|
||||||||||||
Income tax effect of stock compensation
|
|
|
|
|
|
|
68,657
|
|
|
|
|
|
|
|
|
68,657
|
|
||||||||||||||
Restricted stock and stock option grants
(net activity)
|
200
|
|
|
|
|
|
|
64,535
|
|
|
|
|
|
|
|
|
64,735
|
|
|||||||||||||
Cash dividends -- $2.20 per common share
|
|
|
|
|
|
|
|
|
(215,263
|
)
|
|
|
|
|
|
(215,263
|
)
|
||||||||||||||
Balance at December 31, 2014
|
114,525
|
|
|
—
|
|
|
—
|
|
|
2,079,639
|
|
|
2,424,674
|
|
|
(3,150,410
|
)
|
|
(471,958
|
)
|
|
996,470
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
1,053,849
|
|
|
|
|
|
|
1,053,849
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(115,137
|
)
|
|
(115,137
|
)
|
||||||||||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
|
(1,035,291
|
)
|
|
|
|
(1,035,291
|
)
|
||||||||||||||
Stock options exercised
|
1,134
|
|
|
|
|
|
|
88,856
|
|
|
|
|
(34,357
|
)
|
|
|
|
55,633
|
|
||||||||||||
Income tax effect of stock compensation
|
|
|
|
|
|
|
89,691
|
|
|
|
|
|
|
|
|
89,691
|
|
||||||||||||||
Restricted stock and stock option grants
(net activity)
|
102
|
|
|
|
|
|
|
72,240
|
|
|
|
|
|
|
|
|
72,342
|
|
|||||||||||||
Cash dividends -- $2.68 per common share
|
|
|
|
|
|
|
|
|
(249,647
|
)
|
|
|
|
|
|
(249,647
|
)
|
||||||||||||||
Balance at December 31, 2015
|
115,761
|
|
|
—
|
|
|
—
|
|
|
2,330,426
|
|
|
3,228,876
|
|
|
(4,220,058
|
)
|
|
(587,095
|
)
|
|
867,910
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
1,132,703
|
|
|
|
|
|
|
1,132,703
|
|
||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
46,744
|
|
|
46,744
|
|
||||||||||||||
Stock options exercised
|
706
|
|
|
|
|
|
|
86,125
|
|
|
|
|
(15,774
|
)
|
|
|
|
71,057
|
|
||||||||||||
Restricted stock and stock option grants
(net activity)
|
96
|
|
|
|
|
|
|
72,013
|
|
|
|
|
|
|
|
|
72,109
|
|
|||||||||||||
Cash dividends -- $3.36 per common share
|
|
|
|
|
|
|
|
|
(312,082
|
)
|
|
|
|
|
|
(312,082
|
)
|
||||||||||||||
Balance at December 31, 2016
|
$
|
116,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,488,564
|
|
|
$
|
4,049,497
|
|
|
$
|
(4,235,832
|
)
|
|
$
|
(540,351
|
)
|
|
$
|
1,878,441
|
|
43
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
44
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
Fair Value at December 31,
2016 |
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Deferred compensation plan asset
(1)
|
$
|
27,452
|
|
|
$
|
3,802
|
|
|
$
|
23,650
|
|
|
|
Interest rate lock asset
(2)
|
137,233
|
|
|
|
|
137,233
|
|
|
|
||||
Total assets
|
$
|
164,685
|
|
|
$
|
3,802
|
|
|
$
|
160,883
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||
Deferred compensation plan liability
(3)
|
$
|
37,717
|
|
|
$
|
37,717
|
|
|
|
|
|
(1)
|
The deferred compensation plan asset consists of the investment funds maintained for the future payments under the Company’s executive deferred compensation plan, which is structured as a rabbi trust. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. The cost basis of the investment funds is
$26,357
.
|
(2)
|
The interest rate lock asset is measured at the present value of the expected future cash flows using market-based observable inputs. See note 7.
|
(3)
|
The deferred compensation plan liability represents the value of the Company’s liability under its deferred compensation plan based on quoted market prices in active markets for identical assets.
|
45
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
Buildings
|
4.0% – 20.0%
|
Machinery and equipment
|
10.0% – 20.0%
|
Furniture and fixtures
|
10.0% – 20.0%
|
Automobiles and trucks
|
10.0% – 33.3%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
31,878
|
|
|
$
|
27,723
|
|
|
$
|
26,755
|
|
Charges to expense
|
38,954
|
|
|
43,484
|
|
|
37,879
|
|
|||
Settlements
|
(36,413
|
)
|
|
(39,329
|
)
|
|
(36,911
|
)
|
|||
Balance at December 31
|
$
|
34,419
|
|
|
$
|
31,878
|
|
|
$
|
27,723
|
|
46
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
47
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Percentage of total
inventories on LIFO
|
79
|
%
|
|
78
|
%
|
|
76
|
%
|
|||
Excess of FIFO over
LIFO
|
$
|
253,353
|
|
|
$
|
251,060
|
|
|
$
|
331,867
|
|
(Decrease) increase in net
income due to LIFO |
(1,421
|
)
|
|
49,658
|
|
|
3,230
|
|
|||
(Decrease) increase in net
income per common share due to LIFO |
(.02
|
)
|
|
.53
|
|
|
.03
|
|
48
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
Goodwill
|
Paint Stores
Group
|
|
Consumer
Group
|
|
Global
Finishes
Group
|
|
Latin America
Coatings Group
|
|
Consolidated
Totals
|
||||||||||
Balance at January 1, 2014
(1)
|
$
|
287,300
|
|
|
$
|
703,351
|
|
|
$
|
178,298
|
|
|
$
|
9,738
|
|
|
$
|
1,178,687
|
|
Currency and other adjustments
|
(1,866
|
)
|
|
(1,145
|
)
|
|
(17,287
|
)
|
|
(43
|
)
|
|
(20,341
|
)
|
|||||
Balance at December 31, 2014
(1)
|
285,434
|
|
|
702,206
|
|
|
161,011
|
|
|
9,695
|
|
|
1,158,346
|
|
|||||
Currency and other adjustments
|
(28
|
)
|
|
(1,135
|
)
|
|
(13,801
|
)
|
|
(49
|
)
|
|
(15,013
|
)
|
|||||
Balance at December 31, 2015
(1)
|
285,406
|
|
|
701,071
|
|
|
147,210
|
|
|
9,646
|
|
|
1,143,333
|
|
|||||
Impairment charged to operations
|
|
|
|
|
|
|
(10,455
|
)
|
|
(10,455
|
)
|
||||||||
Currency and other adjustments
|
4
|
|
|
(1,197
|
)
|
|
(5,602
|
)
|
|
809
|
|
|
(5,986
|
)
|
|||||
Balance at December 31, 2016
(2)
|
$
|
285,410
|
|
|
$
|
699,874
|
|
|
$
|
141,608
|
|
|
$
|
—
|
|
|
$
|
1,126,892
|
|
(1)
|
Net of accumulated impairment losses of
$8,904
(
$8,113
in the Consumer Group and
$791
in the Global Finishes Group).
|
(2)
|
Net of accumulated impairment losses of
$19,359
(
$8,113
in the Consumer Group,
$791
in the Global Finishes Group and
$10,455
in the Latin America Coatings Group).
|
49
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
Finite-lived intangible assets
|
|
Trademarks
with indefinite
lives
|
|
Total
intangible
assets
|
||||||||||||||
|
Software
|
|
All other
|
|
Subtotal
|
|
|||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average amortization period
|
7 years
|
|
|
11 years
|
|
|
10 years
|
|
|
|
|
|
|||||||
Gross
|
$
|
144,557
|
|
|
$
|
313,613
|
|
|
$
|
458,170
|
|
|
|
|
|
||||
Accumulated amortization
|
(103,735
|
)
|
|
(240,217
|
)
|
|
(343,952
|
)
|
|
|
|
|
|||||||
Net value
|
$
|
40,822
|
|
|
$
|
73,396
|
|
|
$
|
114,218
|
|
|
$
|
140,792
|
|
|
$
|
255,010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average amortization period
|
8 years
|
|
|
12 years
|
|
|
11 years
|
|
|
|
|
|
|||||||
Gross
|
$
|
123,863
|
|
|
$
|
312,119
|
|
|
$
|
435,982
|
|
|
|
|
|
||||
Accumulated amortization
|
(95,008
|
)
|
|
(228,921
|
)
|
|
(323,929
|
)
|
|
|
|
|
|||||||
Net value
|
$
|
28,855
|
|
|
$
|
83,198
|
|
|
$
|
112,053
|
|
|
$
|
143,318
|
|
|
$
|
255,371
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average amortization period
|
8 years
|
|
|
12 years
|
|
|
11 years
|
|
|
|
|
|
|||||||
Gross
|
$
|
126,258
|
|
|
$
|
317,005
|
|
|
$
|
443,263
|
|
|
|
|
|
||||
Accumulated amortization
|
(88,384
|
)
|
|
(215,518
|
)
|
|
(303,902
|
)
|
|
|
|
|
|||||||
Net value
|
$
|
37,874
|
|
|
$
|
101,487
|
|
|
$
|
139,361
|
|
|
$
|
149,766
|
|
|
$
|
289,127
|
|
50
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
(Thousands of dollars)
Exit Plan |
|
Balance at December 31, 2015
|
|
Provisions in
Cost of goods sold or SG&A |
|
Actual
expenditures charged to accrual |
|
Balance at December 31, 2016
|
||||||||
Consumer Group facilities shutdown in 2016:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
$
|
1,020
|
|
|
$
|
(113
|
)
|
|
$
|
907
|
|
||
Global Finishes Group stores shutdown in 2016:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
136
|
|
|
|
|
136
|
|
||||||
Other qualified exit costs
|
|
|
|
369
|
|
|
(100
|
)
|
|
269
|
|
|||||
Paint Stores Group stores shutdown in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
$
|
12
|
|
|
481
|
|
|
(298
|
)
|
|
195
|
|
|||
Global Finishes Group stores shutdown in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
1,096
|
|
|
|
|
(1,096
|
)
|
|
|
||||||
Other qualified exit costs
|
|
2,750
|
|
|
499
|
|
|
(2,816
|
)
|
|
433
|
|
||||
Paint Stores Group stores shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
184
|
|
|
|
|
(81
|
)
|
|
103
|
|
|||||
Consumer Group facilities shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
445
|
|
|
|
|
(46
|
)
|
|
399
|
|
|||||
Other qualified exit costs
|
|
52
|
|
|
|
|
(39
|
)
|
|
13
|
|
|||||
Global Finishes Group exit of business in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
430
|
|
|
|
|
(430
|
)
|
|
|
||||||
Other qualified exit costs
|
|
353
|
|
|
430
|
|
|
(600
|
)
|
|
183
|
|
||||
Severance and other qualified exit costs for facilities shutdown prior to 2014
|
|
1,755
|
|
|
103
|
|
|
(648
|
)
|
|
1,210
|
|
||||
Totals
|
|
$
|
7,077
|
|
|
$
|
3,038
|
|
|
$
|
(6,267
|
)
|
|
$
|
3,848
|
|
51
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
(Thousands of dollars)
Exit Plan |
|
Balance at December 31, 2014
|
|
Provisions in
Cost of goods sold or SG&A |
|
Actual
expenditures charged to accrual |
|
Balance at December 31, 2015
|
||||||||
Paint Stores Group stores shutdown in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
|
|
$
|
168
|
|
|
$
|
(156
|
)
|
|
$
|
12
|
|
||
Global Finishes Group stores shutdown in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
1,341
|
|
|
(245
|
)
|
|
1,096
|
|
|||||
Other qualified exit costs
|
|
|
|
6,988
|
|
|
(4,238
|
)
|
|
2,750
|
|
|||||
Paint Stores Group stores shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
$
|
280
|
|
|
142
|
|
|
(238
|
)
|
|
184
|
|
|||
Consumer Group facilities shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
2,732
|
|
|
466
|
|
|
(2,753
|
)
|
|
445
|
|
||||
Other qualified exit costs
|
|
781
|
|
|
6
|
|
|
(735
|
)
|
|
52
|
|
||||
Global Finishes Group exit of business in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
104
|
|
|
326
|
|
|
|
|
430
|
|
|||||
Other qualified exit costs
|
|
1,080
|
|
|
324
|
|
|
(1,051
|
)
|
|
353
|
|
||||
Paint Stores Group facility shutdown in 2013:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
654
|
|
|
|
|
(654
|
)
|
|
|
||||||
Other qualified exit costs
|
|
1,205
|
|
|
|
|
(411
|
)
|
|
794
|
|
|||||
Global Finishes Group stores shutdown in 2013:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
28
|
|
|
|
|
(28
|
)
|
|
|
||||||
Other qualified exit costs
|
|
138
|
|
|
|
|
(138
|
)
|
|
|
||||||
Severance and other qualified exit costs for facilities shutdown
prior to 2013
|
|
1,514
|
|
|
|
|
(553
|
)
|
|
961
|
|
|||||
Totals
|
|
$
|
8,516
|
|
|
$
|
9,761
|
|
|
$
|
(11,200
|
)
|
|
$
|
7,077
|
|
52
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
Exit Plan
|
|
Balance at December 31, 2013
|
|
Provisions in
Cost of goods sold or SG&A |
|
Actual
expenditures charged to accrual |
|
Balance at December 31, 2014
|
||||||||
Paint Stores Group stores shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
|
|
$
|
280
|
|
|
|
|
$
|
280
|
|
||||
Consumer Group facilities shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
4,028
|
|
|
$
|
(1,296
|
)
|
|
2,732
|
|
||||
Other qualified exit costs
|
|
|
|
781
|
|
|
|
|
781
|
|
||||||
Global Finishes Group exit of business in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
2,500
|
|
|
(2,396
|
)
|
|
104
|
|
|||||
Other qualified exit costs
|
|
|
|
2,267
|
|
|
(1,187
|
)
|
|
1,080
|
|
|||||
Paint Stores Group facility shutdown in 2013:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
$
|
977
|
|
|
2,126
|
|
|
(2,449
|
)
|
|
654
|
|
|||
Other qualified exit costs
|
|
|
|
1,499
|
|
|
(294
|
)
|
|
1,205
|
|
|||||
Consumer Group facilities shutdown in 2013:
|
|
|
|
|
|
|
|
|
|
|||||||
Severance and related costs
|
|
598
|
|
|
97
|
|
|
(695
|
)
|
|
|
|
||||
Global Finishes Group stores shutdown in 2013:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
33
|
|
|
|
|
(5
|
)
|
|
28
|
|
|||||
Other qualified exit costs
|
|
220
|
|
|
|
|
(82
|
)
|
|
138
|
|
|||||
Latin America Coatings Group facilities shutdown in 2013:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
123
|
|
|
|
|
(123
|
)
|
|
|
|
|||||
Paint Stores Group stores shutdown in 2012:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
244
|
|
|
|
|
(51
|
)
|
|
193
|
|
|||||
Global Finishes Group facilities shutdown in 2012:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
2,177
|
|
|
|
|
(1,863
|
)
|
|
314
|
|
|||||
Other qualified exit costs
|
|
83
|
|
|
|
|
|
|
83
|
|
||||||
Other qualified exit costs for facilities shutdown prior to 2012
|
|
1,365
|
|
|
|
|
(441
|
)
|
|
924
|
|
|||||
Totals
|
|
$
|
5,820
|
|
|
$
|
13,578
|
|
|
$
|
(10,882
|
)
|
|
$
|
8,516
|
|
53
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
54
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
Domestic
Defined Benefit Pension Plans
|
|
Foreign
Defined Benefit Pension Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net pension costs (credits):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service costs
|
$
|
22,291
|
|
|
$
|
21,120
|
|
|
$
|
21,342
|
|
|
$
|
4,225
|
|
|
$
|
5,071
|
|
|
$
|
5,261
|
|
Interest costs
|
26,498
|
|
|
24,535
|
|
|
26,266
|
|
|
7,441
|
|
|
8,719
|
|
|
10,422
|
|
||||||
Expected returns on plan assets
|
(50,197
|
)
|
|
(52,095
|
)
|
|
(51,293
|
)
|
|
(6,915
|
)
|
|
(9,296
|
)
|
|
(10,836
|
)
|
||||||
Amortization of prior service costs
|
1,205
|
|
|
1,310
|
|
|
1,837
|
|
|
|
|
|
|
|
|||||||||
Amortization of actuarial losses
|
4,532
|
|
|
1,962
|
|
|
|
|
1,540
|
|
|
1,910
|
|
|
1,413
|
|
|||||||
Ongoing pension costs (credits)
|
4,329
|
|
|
(3,168
|
)
|
|
(1,848
|
)
|
|
6,291
|
|
|
6,404
|
|
|
6,260
|
|
||||||
Settlement costs (credits)
|
|
|
|
|
|
|
4,231
|
|
|
3,255
|
|
|
(3,422
|
)
|
|||||||||
Net pension costs (credits)
|
4,329
|
|
|
(3,168
|
)
|
|
(1,848
|
)
|
|
10,522
|
|
|
9,659
|
|
|
2,838
|
|
||||||
Other changes in plan assets and projected benefit
obligation recognized in Cumulative other comprehensive loss (before taxes):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial losses arising during the year
|
18,926
|
|
|
15,359
|
|
|
47,785
|
|
|
17,030
|
|
|
1,907
|
|
|
21,792
|
|
||||||
Prior service costs arising during the year
|
2,081
|
|
|
|
|
2,242
|
|
|
|
|
|
|
|
||||||||||
Amortization of actuarial losses
|
(4,532
|
)
|
|
(1,962
|
)
|
|
|
|
(1,540
|
)
|
|
(1,910
|
)
|
|
(1,413
|
)
|
|||||||
Amortization of prior service costs
|
(1,205
|
)
|
|
(1,310
|
)
|
|
(1,837
|
)
|
|
|
|
|
|
|
|||||||||
Exchange rate loss recognized during year
|
|
|
|
|
|
|
(11,627
|
)
|
|
(5,830
|
)
|
|
(7,988
|
)
|
|||||||||
Total recognized in Cumulative other
comprehensive loss
|
15,270
|
|
|
12,087
|
|
|
48,190
|
|
|
3,863
|
|
|
(5,833
|
)
|
|
12,391
|
|
||||||
Total recognized in net pension costs (credits)
and Cumulative other comprehensive loss
|
$
|
19,599
|
|
|
$
|
8,919
|
|
|
$
|
46,342
|
|
|
$
|
14,385
|
|
|
$
|
3,826
|
|
|
$
|
15,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
Fair value at December 31, 2016
|
|
Quoted Prices in
Active Markets for Identical
Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||
Equity investments
(1)
|
$
|
393,045
|
|
|
$
|
321,152
|
|
|
$
|
71,893
|
|
|
|
Fixed income investments
(2)
|
294,103
|
|
|
144,668
|
|
|
149,435
|
|
|
|
|||
Other assets
(3)
|
14,643
|
|
|
|
|
14,643
|
|
|
|
||||
Total investments in fair value hierarchy
|
701,791
|
|
|
$
|
465,820
|
|
|
$
|
235,971
|
|
|
|
|
Investments measured at NAV or its equivalent
(4)
|
310,230
|
|
|
|
|
|
|
|
|||||
Investments at fair value
|
$
|
1,012,021
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Fair value at December 31, 2015
|
|
Quoted Prices in
Active Markets for Identical
Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||
Equity investments
(1)
|
$
|
435,690
|
|
|
$
|
372,033
|
|
|
$
|
63,657
|
|
|
|
Fixed income investments
(2)
|
290,470
|
|
|
141,448
|
|
|
149,022
|
|
|
|
|||
Other assets
(3)
|
16,361
|
|
|
|
|
16,361
|
|
|
|
||||
Total investments in fair value hierarchy
|
742,521
|
|
|
$
|
513,481
|
|
|
$
|
229,040
|
|
|
|
|
Investments measured at NAV or its equivalent
(4)
|
278,423
|
|
|
|
|
|
|
|
|||||
Investments at fair value
|
$
|
1,020,944
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Fair value at December 31, 2014
|
|
Quoted Prices in
Active Markets for Identical
Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||
Investments at fair value:
|
|
|
|
|
|
|
|
||||||
Equity investments
(1)
|
$
|
487,357
|
|
|
$
|
404,542
|
|
|
$
|
82,815
|
|
|
|
Fixed income investments
(2)
|
285,042
|
|
|
141,529
|
|
|
143,513
|
|
|
|
|||
Other assets
(3)
|
28,435
|
|
|
|
|
28,435
|
|
|
|
||||
Total investments in fair value hierarchy
|
800,834
|
|
|
$
|
546,071
|
|
|
$
|
254,763
|
|
|
|
|
Investments measured at NAV or its equivalent
(4)
|
282,882
|
|
|
|
|
|
|
|
|||||
Investments at fair value
|
$
|
1,083,716
|
|
|
|
|
|
|
|
(1)
|
This category includes actively managed equity assets that track primarily to the S&P 500.
|
(2)
|
This category includes government and corporate bonds that track primarily to the Barclays Capital Aggregate Bond Index.
|
(3)
|
This category includes real estate and pooled investment funds.
|
(4)
|
This category includes pooled investment funds and private equity funds that are measured at NAV or its equivalent using the practical expedient. Therefore, these investments are not classified in the fair value hierarchy.
|
56
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
Domestic
Defined Benefit Pension Plans
|
|
Foreign
Defined Benefit Pension Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Accumulated benefit obligations
at end of year
|
$
|
630,159
|
|
|
$
|
621,873
|
|
|
$
|
648,480
|
|
|
$
|
172,047
|
|
|
$
|
172,426
|
|
|
$
|
203,610
|
|
Projected benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances at beginning of year
|
$
|
624,791
|
|
|
$
|
653,338
|
|
|
$
|
582,036
|
|
|
$
|
201,854
|
|
|
$
|
234,524
|
|
|
$
|
222,996
|
|
Service costs
|
22,291
|
|
|
21,120
|
|
|
21,342
|
|
|
4,225
|
|
|
5,071
|
|
|
5,261
|
|
||||||
Interest costs
|
26,498
|
|
|
24,535
|
|
|
26,266
|
|
|
7,441
|
|
|
8,719
|
|
|
10,422
|
|
||||||
Actuarial losses (gains)
|
8,132
|
|
|
(40,602
|
)
|
|
68,748
|
|
|
43,736
|
|
|
(3,045
|
)
|
|
32,551
|
|
||||||
Contributions and other
|
2,081
|
|
|
|
|
2,242
|
|
|
947
|
|
|
1,072
|
|
|
(6,692
|
)
|
|||||||
Settlements
|
|
|
|
|
|
|
(14,862
|
)
|
|
(18,707
|
)
|
|
(3,370
|
)
|
|||||||||
Effect of foreign exchange
|
|
|
|
|
|
|
(30,360
|
)
|
|
(17,211
|
)
|
|
(18,987
|
)
|
|||||||||
Benefits paid
|
(50,996
|
)
|
|
(33,600
|
)
|
|
(47,296
|
)
|
|
(6,108
|
)
|
|
(8,569
|
)
|
|
(7,657
|
)
|
||||||
Balances at end of year
|
632,797
|
|
|
624,791
|
|
|
653,338
|
|
|
206,873
|
|
|
201,854
|
|
|
234,524
|
|
||||||
Plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances at beginning of year
|
858,605
|
|
|
896,071
|
|
|
870,386
|
|
|
162,339
|
|
|
187,645
|
|
|
184,963
|
|
||||||
Actual returns on plan assets
|
39,404
|
|
|
(3,866
|
)
|
|
72,256
|
|
|
33,569
|
|
|
4,844
|
|
|
20,240
|
|
||||||
Contributions and other
|
|
|
|
|
725
|
|
|
15,019
|
|
|
11,424
|
|
|
7,328
|
|
||||||||
Settlements
|
|
|
|
|
|
|
(14,862
|
)
|
|
(18,707
|
)
|
|
(3,370
|
)
|
|||||||||
Effect of foreign exchange
|
|
|
|
|
|
|
(24,949
|
)
|
|
(14,298
|
)
|
|
(13,859
|
)
|
|||||||||
Benefits paid
|
(50,996
|
)
|
|
(33,600
|
)
|
|
(47,296
|
)
|
|
(6,108
|
)
|
|
(8,569
|
)
|
|
(7,657
|
)
|
||||||
Balances at end of year
|
847,013
|
|
|
858,605
|
|
|
896,071
|
|
|
165,008
|
|
|
162,339
|
|
|
187,645
|
|
||||||
Excess (deficient) plan assets over
projected benefit obligations
|
$
|
214,216
|
|
|
$
|
233,814
|
|
|
$
|
242,733
|
|
|
$
|
(41,865
|
)
|
|
$
|
(39,515
|
)
|
|
$
|
(46,879
|
)
|
Assets and liabilities recognized in the
Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred pension assets
|
$
|
214,216
|
|
|
$
|
233,814
|
|
|
$
|
242,733
|
|
|
$
|
11,313
|
|
|
$
|
11,068
|
|
|
$
|
7,411
|
|
Other accruals
|
|
|
|
|
|
|
(1,522
|
)
|
|
(1,442
|
)
|
|
(810
|
)
|
|||||||||
Other long-term liabilities
|
|
|
|
|
|
|
|
(51,656
|
)
|
|
(49,141
|
)
|
|
(53,480
|
)
|
||||||||
|
$
|
214,216
|
|
|
$
|
233,814
|
|
|
$
|
242,733
|
|
|
$
|
(41,865
|
)
|
|
$
|
(39,515
|
)
|
|
$
|
(46,879
|
)
|
Amounts recognized in Cumulative other
comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial losses
|
$
|
(134,847
|
)
|
|
$
|
(120,454
|
)
|
|
$
|
(107,057
|
)
|
|
$
|
(45,604
|
)
|
|
$
|
(41,741
|
)
|
|
$
|
(47,574
|
)
|
Prior service costs
|
(6,015
|
)
|
|
(5,138
|
)
|
|
(6,448
|
)
|
|
|
|
|
|
|
|||||||||
|
$
|
(140,862
|
)
|
|
$
|
(125,592
|
)
|
|
$
|
(113,505
|
)
|
|
$
|
(45,604
|
)
|
|
$
|
(41,741
|
)
|
|
$
|
(47,574
|
)
|
Weighted-average assumptions used to
determine projected benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.20
|
%
|
|
4.40
|
%
|
|
3.95
|
%
|
|
3.21
|
%
|
|
4.20
|
%
|
|
3.92
|
%
|
||||||
Rate of compensation increase
|
3.38
|
%
|
|
3.14
|
%
|
|
4.00
|
%
|
|
4.43
|
%
|
|
4.00
|
%
|
|
3.70
|
%
|
||||||
Weighted-average assumptions used to
determine net pension costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.40
|
%
|
|
3.95
|
%
|
|
4.65
|
%
|
|
4.20
|
%
|
|
3.92
|
%
|
|
4.89
|
%
|
||||||
Expected long-term rate of
return on assets
|
6.00
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
|
4.70
|
%
|
|
4.84
|
%
|
|
5.58
|
%
|
||||||
Rate of compensation increase
|
3.14
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.70
|
%
|
|
4.31
|
%
|
57
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
Postretirement Benefits Other than Pensions
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Benefit obligation:
|
|
|
|
|
|
||||||
Balance at beginning of year - unfunded
|
$
|
263,383
|
|
|
$
|
295,149
|
|
|
$
|
286,651
|
|
Service cost
|
2,244
|
|
|
2,485
|
|
|
2,434
|
|
|||
Interest cost
|
11,009
|
|
|
11,182
|
|
|
12,782
|
|
|||
Actuarial loss (gain)
|
7,548
|
|
|
(19,370
|
)
|
|
27,757
|
|
|||
Plan amendments
|
|
|
(9,269
|
)
|
|
(19,043
|
)
|
||||
Benefits paid
|
(19,047
|
)
|
|
(16,794
|
)
|
|
(15,432
|
)
|
|||
Balance at end of year - unfunded
|
$
|
265,137
|
|
|
$
|
263,383
|
|
|
$
|
295,149
|
|
Liabilities recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
||||||
Postretirement benefits other than pensions
|
$
|
(250,397
|
)
|
|
$
|
(248,523
|
)
|
|
$
|
(277,892
|
)
|
Other accruals
|
(14,740
|
)
|
|
(14,860
|
)
|
|
(17,257
|
)
|
|||
|
$
|
(265,137
|
)
|
|
$
|
(263,383
|
)
|
|
$
|
(295,149
|
)
|
Amounts recognized in Cumulative other comprehensive loss:
|
|
|
|
|
|
||||||
Net actuarial losses
|
$
|
(23,211
|
)
|
|
$
|
(15,664
|
)
|
|
$
|
(36,044
|
)
|
Prior service credits
|
19,205
|
|
|
25,784
|
|
|
21,043
|
|
|||
|
$
|
(4,006
|
)
|
|
$
|
10,120
|
|
|
$
|
(15,001
|
)
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
||||||
Discount rate
|
4.10
|
%
|
|
4.30
|
%
|
|
3.90
|
%
|
|||
Health care cost trend rate - pre-65
|
6.00
|
%
|
|
6.00
|
%
|
|
7.00
|
%
|
|||
Health care cost trend rate - post-65
|
5.50
|
%
|
|
5.00
|
%
|
|
6.50
|
%
|
|||
Prescription drug cost increases
|
10.50
|
%
|
|
11.50
|
%
|
|
6.50
|
%
|
|||
Employer Group Waiver Plan (EGWP) trend rate
|
10.60
|
%
|
|
11.50
|
%
|
|
8.00
|
%
|
|||
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
||||||
Discount rate
|
4.30
|
%
|
|
3.90
|
%
|
|
4.60
|
%
|
|||
Health care cost trend rate - pre-65
|
6.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
|||
Health care cost trend rate - post-65
|
5.00
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|||
Prescription drug cost increases
|
11.50
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
58
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
Postretirement Benefits Other than Pensions
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
2,244
|
|
|
$
|
2,485
|
|
|
$
|
2,434
|
|
Interest cost
|
11,009
|
|
|
11,182
|
|
|
12,782
|
|
|||
Amortization of actuarial losses
|
|
|
1,011
|
|
|
|
|||||
Amortization of prior service credit
|
(6,578
|
)
|
|
(4,529
|
)
|
|
(503
|
)
|
|||
Net periodic benefit cost
|
6,675
|
|
|
10,149
|
|
|
14,713
|
|
|||
Other changes in projected benefit obligation recognized in
Cumulative other comprehensive loss (before taxes):
|
|
|
|
|
|
||||||
Net actuarial loss (gain) arising during the year
|
7,548
|
|
|
(19,370
|
)
|
|
27,757
|
|
|||
Prior service credit arising during the year
|
|
|
(9,269
|
)
|
|
(19,043
|
)
|
||||
Amortization of actuarial losses
|
|
|
(1,011
|
)
|
|
|
|||||
Amortization of prior service credit
|
6,578
|
|
|
4,529
|
|
|
503
|
|
|||
Total recognized in Cumulative other comprehensive loss
|
14,126
|
|
|
(25,121
|
)
|
|
9,217
|
|
|||
Total recognized in net periodic benefit cost and
Cumulative other comprehensive loss
|
$
|
20,801
|
|
|
$
|
(14,972
|
)
|
|
$
|
23,930
|
|
|
One-Percentage Point
|
||||||
|
Increase
|
|
(Decrease)
|
||||
Effect on total of service and interest cost components
|
$
|
86
|
|
|
$
|
(131
|
)
|
Effect on the postretirement benefit obligation
|
$
|
552
|
|
|
$
|
(1,221
|
)
|
59
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
Due Date
|
|
2016
|
|
2015
(1)
|
|
2014
(1)
|
||||||
3.45% Senior Notes
|
2025
|
|
$
|
396,898
|
|
|
$
|
396,536
|
|
|
|
||
4.55% Senior Notes
|
2045
|
|
393,637
|
|
|
393,414
|
|
|
|
||||
4.00% Senior Notes
|
2042
|
|
295,938
|
|
|
295,781
|
|
|
$
|
295,624
|
|
||
1.35% Senior Notes
|
2017
|
|
|
|
697,530
|
|
|
696,240
|
|
||||
7.375% Debentures
|
2027
|
|
118,936
|
|
|
118,889
|
|
|
118,841
|
|
|||
7.45% Debentures
|
2097
|
|
3,500
|
|
|
3,500
|
|
|
3,500
|
|
|||
2.00% to 8.00% Promissory Notes
|
Through 2027
|
|
2,417
|
|
|
1,628
|
|
|
1,791
|
|
|||
|
|
|
$
|
1,211,326
|
|
|
$
|
1,907,278
|
|
|
$
|
1,115,996
|
|
|
|
|
|
|
|
|
|
||||||
(1)
Revised due to the adoption of ASU No. 2015-03. See Note 1.
|
|
|
|
|
|
|
60
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
61
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
62
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
63
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
64
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
65
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
Common Shares
in Treasury
|
|
Common Shares
Outstanding
|
||
Balance at January 1, 2014
|
12,772,498
|
|
|
100,129,380
|
|
Shares tendered as payment for option rights exercised
|
7,229
|
|
|
(7,229
|
)
|
Shares issued for exercise of option rights
|
|
|
1,423,395
|
|
|
Shares tendered in connection with grants of restricted stock
|
108,352
|
|
|
(108,352
|
)
|
Net shares issued for grants of restricted stock
|
|
|
191,979
|
|
|
Treasury stock purchased
|
6,925,000
|
|
|
(6,925,000
|
)
|
Balance at December 31, 2014
|
19,813,079
|
|
|
94,704,173
|
|
Shares tendered as payment for option rights exercised
|
14,542
|
|
|
(14,542
|
)
|
Shares issued for exercise of option rights
|
|
|
1,133,050
|
|
|
Shares tendered in connection with grants of restricted stock
|
111,433
|
|
|
(111,433
|
)
|
Net shares issued for grants of restricted stock
|
|
|
110,277
|
|
|
Treasury stock purchased
|
3,575,000
|
|
|
(3,575,000
|
)
|
Balance at December 31, 2015
|
23,514,054
|
|
|
92,246,525
|
|
Shares tendered as payment for option rights exercised
|
3,441
|
|
|
(3,441
|
)
|
Shares issued for exercise of option rights
|
|
|
733,876
|
|
|
Shares tendered in connection with grants of restricted stock
|
59,916
|
|
|
(59,916
|
)
|
Net shares issued for grants of restricted stock
|
|
|
95,987
|
|
|
Balance at December 31, 2016
|
23,577,411
|
|
|
93,013,031
|
|
66
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
1.24%
|
|
1.37%
|
|
1.47%
|
Expected life of option rights
|
5.05 years
|
|
5.05 years
|
|
5.10 years
|
Expected dividend yield
of stock
|
1.06%
|
|
1.13%
|
|
1.19%
|
Expected volatility of stock
|
.212
|
|
.245
|
|
.223
|
67
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Optioned
Shares
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|
Optioned
Shares
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|
Optioned
Shares
|
|
Weighted-
Average
Exercise
Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||||||||||||
Outstanding beginning
of year
|
5,219,506
|
|
|
$
|
141.58
|
|
|
|
|
5,699,892
|
|
|
$
|
117.31
|
|
|
|
|
6,484,592
|
|
|
$
|
96.25
|
|
|
|
||||||
Granted
|
712,967
|
|
|
271.46
|
|
|
|
|
697,423
|
|
|
241.84
|
|
|
|
|
672,565
|
|
|
224.65
|
|
|
|
|||||||||
Exercised
|
(733,876
|
)
|
|
108.81
|
|
|
|
|
(1,133,287
|
)
|
|
79.41
|
|
|
|
|
(1,421,045
|
)
|
|
70.71
|
|
|
|
|||||||||
Forfeited
|
(26,653
|
)
|
|
232.83
|
|
|
|
|
(43,632
|
)
|
|
193.60
|
|
|
|
|
(31,617
|
)
|
|
158.92
|
|
|
|
|||||||||
Expired
|
(8,235
|
)
|
|
176.28
|
|
|
|
|
(890
|
)
|
|
87.59
|
|
|
|
|
(4,603
|
)
|
|
86.66
|
|
|
|
|||||||||
Outstanding end of year
|
5,163,709
|
|
|
$
|
163.61
|
|
|
$
|
545,531
|
|
|
5,219,506
|
|
|
$
|
141.58
|
|
|
$
|
616,866
|
|
|
5,699,892
|
|
|
$
|
117.31
|
|
|
$
|
830,647
|
|
Exercisable at end of year
|
3,783,755
|
|
|
$
|
130.59
|
|
|
$
|
522,921
|
|
|
3,807,351
|
|
|
$
|
110.96
|
|
|
$
|
565,934
|
|
|
4,095,246
|
|
|
$
|
87.79
|
|
|
$
|
717,691
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Outstanding at beginning
of year
|
467,744
|
|
|
655,276
|
|
|
749,382
|
|
Granted
|
99,662
|
|
|
112,494
|
|
|
201,412
|
|
Vested
|
(166,405
|
)
|
|
(290,901
|
)
|
|
(294,438
|
)
|
Forfeited
|
(3,675
|
)
|
|
(9,125
|
)
|
|
(1,080
|
)
|
Outstanding at end of year
|
397,326
|
|
|
467,744
|
|
|
655,276
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Provisions for environmental
matters - net
|
$
|
42,932
|
|
|
$
|
31,071
|
|
|
$
|
36,046
|
|
(Gain) loss on sale or disposition of assets
|
(30,564
|
)
|
|
(803
|
)
|
|
1,436
|
|
|||
Total
|
$
|
12,368
|
|
|
$
|
30,268
|
|
|
$
|
37,482
|
|
68
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Dividend and royalty income
|
$
|
(4,573
|
)
|
|
$
|
(3,668
|
)
|
|
$
|
(4,864
|
)
|
Net expense from
financing activities
|
8,667
|
|
|
11,091
|
|
|
11,367
|
|
|||
Foreign currency transaction related losses
|
7,335
|
|
|
9,503
|
|
|
3,603
|
|
|||
Other income
|
(25,279
|
)
|
|
(23,880
|
)
|
|
(37,524
|
)
|
|||
Other expense
|
9,263
|
|
|
13,036
|
|
|
12,018
|
|
|||
Total
|
$
|
(4,587
|
)
|
|
$
|
6,082
|
|
|
$
|
(15,400
|
)
|
|
|
2016
|
||
Decrease in Other capital
|
|
$
|
44,233
|
|
Decrease in Income taxes and increase in Net income
|
|
$
|
44,233
|
|
Increase in Average shares and equivalents outstanding - diluted
|
|
588,708
|
|
|
Increase in Basic net income per common share
|
|
$
|
.48
|
|
Increase in Diluted net income per common share
|
|
$
|
.40
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Exit costs, environ-mental and other
similar items
|
$
|
74,535
|
|
|
$
|
63,851
|
|
|
$
|
56,441
|
|
Employee related and benefit items
|
166,313
|
|
|
141,974
|
|
|
141,670
|
|
|||
Other items
|
148,910
|
|
|
116,302
|
|
|
112,149
|
|
|||
Total deferred
tax assets
|
389,758
|
|
|
322,127
|
|
|
310,260
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Depreciation and
amortization
|
254,430
|
|
|
241,101
|
|
|
227,765
|
|
|||
LIFO inventories
|
83,659
|
|
|
89,330
|
|
|
67,835
|
|
|||
Other items
|
59,746
|
|
|
33,433
|
|
|
44,378
|
|
|||
Total deferred
tax liabilities
|
397,835
|
|
|
363,864
|
|
|
339,978
|
|
|||
Net deferred tax
liabilities
|
$
|
8,077
|
|
|
$
|
41,737
|
|
|
$
|
29,718
|
|
69
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
438,244
|
|
|
$
|
399,677
|
|
|
$
|
308,283
|
|
Foreign
|
31,125
|
|
|
30,145
|
|
|
53,045
|
|
|||
State and local
|
61,402
|
|
|
60,319
|
|
|
50,049
|
|
|||
Total current
|
530,771
|
|
|
490,141
|
|
|
411,377
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(56,891
|
)
|
|
13,505
|
|
|
(14,974
|
)
|
|||
Foreign
|
(2,121
|
)
|
|
(10,752
|
)
|
|
(7,361
|
)
|
|||
State and local
|
(9,229
|
)
|
|
2,223
|
|
|
3,297
|
|
|||
Total deferred
|
(68,241
|
)
|
|
4,976
|
|
|
(19,038
|
)
|
|||
Total provisions for
income taxes
|
$
|
462,530
|
|
|
$
|
495,117
|
|
|
$
|
392,339
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
1,504,990
|
|
|
$
|
1,440,511
|
|
|
$
|
1,113,528
|
|
Foreign
|
90,243
|
|
|
108,455
|
|
|
144,698
|
|
|||
|
$
|
1,595,233
|
|
|
$
|
1,548,966
|
|
|
$
|
1,258,226
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning
of year
|
$
|
33,873
|
|
|
$
|
31,560
|
|
|
$
|
30,997
|
|
Additions based on
tax positions related
to the current year
|
5,674
|
|
|
4,228
|
|
|
3,370
|
|
|||
Additions for tax
positions of prior
years
|
3,890
|
|
|
8,450
|
|
|
4,428
|
|
|||
Reductions for tax
positions of prior
years
|
(5,901
|
)
|
|
(4,862
|
)
|
|
(2,349
|
)
|
|||
Settlements
|
(3,763
|
)
|
|
(968
|
)
|
|
(4,089
|
)
|
|||
Lapses of Statutes
of Limitations
|
(968
|
)
|
|
(4,535
|
)
|
|
(797
|
)
|
|||
Balance at end of year
|
$
|
32,805
|
|
|
$
|
33,873
|
|
|
$
|
31,560
|
|
70
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic
|
|
|
|
|
|
||||||
Average common shares outstanding
|
91,838,603
|
|
|
92,197,207
|
|
|
96,190,101
|
|
|||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
Net income per common share
|
$
|
12.33
|
|
|
$
|
11.43
|
|
|
$
|
9.00
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
||||||
Average common shares outstanding
|
91,838,603
|
|
|
92,197,207
|
|
|
96,190,101
|
|
|||
Stock options and other contingently issuable shares
(1)
|
2,089,921
|
|
|
1,826,885
|
|
|
1,885,334
|
|
|||
Non-vested restricted stock grants
|
559,562
|
|
|
519,451
|
|
|
665,086
|
|
|||
Average common shares outstanding assuming dilution
|
94,488,086
|
|
|
94,543,543
|
|
|
98,740,521
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
1,132,703
|
|
|
$
|
1,053,849
|
|
|
$
|
865,887
|
|
Net income per common share
|
$
|
11.99
|
|
|
$
|
11.15
|
|
|
$
|
8.77
|
|
(1)
|
Stock options and other contingently issuable shares excludes
62,935
,
34,463
and
608,477
shares at
December 31, 2016
,
2015
and
2014
, respectively, due to their anti-dilutive effect.
|
|
2016
|
||||||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Full Year
|
||||||||||
Net sales
|
$
|
2,574,024
|
|
|
$
|
3,219,525
|
|
|
$
|
3,279,462
|
|
|
$
|
2,782,591
|
|
|
$
|
11,855,602
|
|
Gross profit
|
1,261,745
|
|
|
1,635,793
|
|
|
1,636,289
|
|
|
1,388,438
|
|
|
5,922,265
|
|
|||||
Net income
(1)
|
164,876
|
|
|
378,064
|
|
|
386,733
|
|
|
203,030
|
|
|
1,132,703
|
|
|||||
Net income per common share - basic
(1), (2)
|
1.80
|
|
|
4.12
|
|
|
4.20
|
|
|
2.20
|
|
|
12.33
|
|
|||||
Net income per common share - diluted
(1), (2)
|
1.75
|
|
|
3.99
|
|
|
4.08
|
|
|
2.15
|
|
|
11.99
|
|
|
2015
|
||||||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
Full Year
|
||||||||||
Net sales
|
$
|
2,450,284
|
|
|
$
|
3,132,139
|
|
|
$
|
3,152,285
|
|
|
$
|
2,604,596
|
|
|
$
|
11,339,304
|
|
Gross profit
|
1,132,449
|
|
|
1,529,986
|
|
|
1,574,552
|
|
|
1,322,239
|
|
|
5,559,226
|
|
|||||
Net income
|
131,404
|
|
|
349,937
|
|
|
374,491
|
|
|
198,017
|
|
|
1,053,849
|
|
|||||
Net income per common share - basic
(2)
|
1.42
|
|
|
3.79
|
|
|
4.06
|
|
|
2.16
|
|
|
11.43
|
|
|||||
Net income per common share - diluted
(2)
|
1.38
|
|
|
3.70
|
|
|
3.97
|
|
|
2.11
|
|
|
11.15
|
|
|||||
|
|
|
|
|
|
|
|
|
|
71
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
2017
|
$
|
342,565
|
|
2018
|
301,546
|
|
|
2019
|
257,466
|
|
|
2020
|
214,084
|
|
|
2021
|
158,427
|
|
|
Later years
|
326,241
|
|
|
Total minimum lease payments
|
$
|
1,600,329
|
|
72
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
73
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
74
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
(thousands of dollars unless otherwise indicated)
|
|
|
2014
|
||||||||||||||||||||||
|
Paint Stores
Group
|
|
Consumer
Group
|
|
Global
Finishes
Group
|
|
Latin America
Coatings
Group
|
|
Administrative
|
|
Consolidated
Totals
|
||||||||||||
Net external sales
|
$
|
6,852
|
|
|
$
|
1,421
|
|
|
$
|
2,081
|
|
|
$
|
771
|
|
|
$
|
5
|
|
|
$
|
11,130
|
|
Intersegment transfers
|
|
|
2,745
|
|
|
8
|
|
|
40
|
|
|
(2,793
|
)
|
|
|
||||||||
Total net sales and
intersegment transfers
|
$
|
6,852
|
|
|
$
|
4,166
|
|
|
$
|
2,089
|
|
|
$
|
811
|
|
|
$
|
(2,788
|
)
|
|
$
|
11,130
|
|
Segment profit
|
$
|
1,201
|
|
|
$
|
253
|
|
|
$
|
201
|
|
|
$
|
40
|
|
|
|
|
$
|
1,695
|
|
||
Interest expense
|
|
|
|
|
|
|
|
|
$
|
(64
|
)
|
|
(64
|
)
|
|||||||||
Administrative expenses and other
|
|
|
|
|
|
|
|
|
(373
|
)
|
|
(373
|
)
|
||||||||||
Income before income taxes
|
$
|
1,201
|
|
|
$
|
253
|
|
|
$
|
201
|
|
|
$
|
40
|
|
|
$
|
(437
|
)
|
|
$
|
1,258
|
|
Reportable segment margins
|
17.5
|
%
|
|
6.1
|
%
|
|
9.6
|
%
|
|
4.9
|
%
|
|
|
|
|
||||||||
Identifiable assets
|
$
|
1,602
|
|
|
$
|
1,883
|
|
|
$
|
874
|
|
|
$
|
427
|
|
|
$
|
913
|
|
|
$
|
5,699
|
|
Capital expenditures
|
87
|
|
|
45
|
|
|
16
|
|
|
8
|
|
|
45
|
|
|
201
|
|
||||||
Depreciation
|
58
|
|
|
48
|
|
|
28
|
|
|
9
|
|
|
26
|
|
|
169
|
|
75
|
76
|
Annual Meeting
The annual meeting of shareholders
will be held in the Landmark
Conference Center, 927 Midland
Building, 101 W. Prospect Avenue,
Cleveland, Ohio on Wednesday,
April 19, 2017 at 9:00 A.M.,
local time.
Headquarters
101 W. Prospect Avenue
Cleveland, Ohio 44115-1075 (216) 566-2000 www.sherwin.com
Investor Relations
Robert J. Wells
Senior Vice President - Corporate
Communications and Public Affairs
The Sherwin-Williams Company 101 W. Prospect Avenue Cleveland, Ohio 44115-1075 |
|
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Cleveland, Ohio
Stock Trading
Sherwin-Williams Common Stock—
Symbol, SHW—is traded on the
New York Stock Exchange.
Dividend Reinvestment Program
A dividend reinvestment program is
available to shareholders of common
stock. For information, contact
Wells Fargo Shareowner Services.
Form 10-K
The Company’s Annual Report on
Form 10-K, filed with the Securities
and Exchange Commission, is
available without charge. To obtain
a copy, contact Investor Relations.
|
|
Transfer Agent & Registrar
Our transfer agent, Wells Fargo
Shareowner Services, maintains the
records for our registered shareholders
and can help with a wide variety of
shareholder related services, including
the direct deposit of dividends and
online access to your account. Contact:
Wells Fargo Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
www.shareowneronline.com
1-800-468-9716 Toll-free
651-450-4064 outside the United States
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
High
|
$
|
312.10
|
|
|
$
|
292.44
|
|
|
$
|
266.25
|
|
|
$
|
195.32
|
|
|
$
|
159.80
|
|
Low
|
239.35
|
|
|
218.94
|
|
|
174.29
|
|
|
153.94
|
|
|
90.21
|
|
|||||
Close December 31
|
268.74
|
|
|
259.60
|
|
|
263.04
|
|
|
183.50
|
|
|
153.82
|
|
|||||
Shareholders of record
|
6,787
|
|
|
6,996
|
|
|
7,250
|
|
|
7,555
|
|
|
7,954
|
|
|||||
Shares traded (thousands)
|
212,100
|
|
|
195,560
|
|
|
152,913
|
|
|
186,854
|
|
|
282,397
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
Quarter
|
|
High
|
|
Low
|
|
Dividend
|
|
Quarter
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st
|
|
$
|
288.69
|
|
|
$
|
239.35
|
|
|
$
|
.840
|
|
|
1st
|
|
$
|
290.89
|
|
|
$
|
260.87
|
|
|
$
|
.670
|
|
2nd
|
|
300.12
|
|
|
280.32
|
|
|
.840
|
|
|
2nd
|
|
292.44
|
|
|
274.93
|
|
|
.670
|
|
||||||
3rd
|
|
312.10
|
|
|
273.53
|
|
|
.840
|
|
|
3rd
|
|
285.07
|
|
|
218.94
|
|
|
.670
|
|
||||||
4th
|
|
277.88
|
|
|
240.63
|
|
|
.840
|
|
|
4th
|
|
277.56
|
|
|
231.92
|
|
|
.670
|
|
77
|
Corporate Officers
|
|
Operating Management
|
|
|
|
|
|
|
|
John G. Morikis, 53*
|
|
Joel D. Baxter, 56*
|
|
Bruce G. Irussi, 56
|
Chairman, President and Chief
|
|
President & General Manager
|
|
President & General Manager
|
Executive Officer
|
|
Global Supply Chain Division
|
|
Product Finishes Division
|
|
|
Consumer Group
|
|
Global Finishes Group
|
Allen J. Mistysyn, 48*
|
|
|
|
|
Senior Vice President - Finance and
|
|
Justin T. Binns, 41
|
|
Dennis H. Karnstein, 50
|
Chief Financial Officer
|
|
President & General Manager
|
|
Senior Vice President
|
|
|
Eastern Division
|
|
Global Integration
|
Jane M. Cronin, 49*
|
|
The Americas Group
|
|
|
Senior Vice President -
|
|
|
|
Cheri M. Phyfer, 45
|
Corporate Controller
|
|
Paul R. Clifford, 53
|
|
President & General Manager
|
|
|
President & General Manager
|
|
Diversified Brands Division
|
Thomas P. Gilligan, 56*
|
|
Canada Division
|
|
Consumer Group
|
Senior Vice President -
|
|
The Americas Group
|
|
|
Human Resources
|
|
|
|
Ronald B. Rossetto, 50
|
|
|
Robert J. Davisson, 56*
|
|
President & General Manager
|
Sean P. Hennessy, 59*
|
|
President
|
|
Protective & Marine Coatings Division
|
Senior Vice President -
|
|
The Americas Group
|
|
Global Finishes Group
|
Corporate Planning, Development
|
|
|
|
|
and Administration
|
|
Pablo Garcia-Casas, 56
|
|
David B. Sewell, 48*
|
|
|
President & General Manager
|
|
President
|
Catherine M. Kilbane, 53*
|
|
Latin America Division
|
|
Global Finishes Group
|
Senior Vice President, General
|
|
The Americas Group
|
|
|
Counsel and Secretary
|
|
|
|
Todd V. Wipf, 52
|
|
|
Monty J. Griffin, 56
|
|
President & General Manager
|
Robert J. Wells, 59*
|
|
President & General Manager
|
|
Southeastern Division
|
Senior Vice President - Corporate
|
|
South Western Division
|
|
The Americas Group
|
Communications and Public Affairs
|
|
The Americas Group
|
|
|
|
|
|
|
|
Michael T. Cummins, 58
|
|
Thomas C. Hablitzel, 54
|
|
|
Vice President - Taxes and
|
|
President & General Manager
|
|
|
Assistant Secretary
|
|
Automotive Division
|
|
|
|
|
Global Finishes Group
|
|
|
John D. Hullibarger, 36
|
|
|
|
|
Vice President - Corporate Audit
|
|
Peter J. Ippolito, 52
|
|
|
and Loss Prevention
|
|
President & General Manager
|
|
|
|
|
Mid Western Division
|
|
|
Jeffrey J. Miklich, 42
|
|
The Americas Group
|
|
|
Vice President and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Executive Officer as defined by the Securities Exchange Act of 1934
|
78
|
Subsidiary
|
State of
|
|
Incorporation
|
|
|
Comex North America, Inc.
|
DE
|
Contract Transportation Systems Co.
|
DE
|
CTS National Corporation
|
DE
|
Omega Specialty Products & Services LLC
|
OH
|
Sherwin-Williams Realty Holdings, Inc.
|
IL
|
SWIMC, Inc.
|
DE
|
The Sherwin-Williams Acceptance Corporation
|
NV
|
Subsidiary
|
Country of
|
|
Incorporation
|
|
|
Compania Sherwin-Williams, S.A. de C.V.
|
Mexico
|
Geocel Limited
|
UK
|
Jiangsu Pulanna Coating Co., Ltd.
|
China
|
Oy Sherwin-Williams Finland Ab
|
Finland
|
Pinturas Condor S.A.
|
Ecuador
|
Pinturas Industriales S.A.
|
Uruguay
|
Productos Quimicos y Pinturas, S.A. de C.V.
|
Mexico
|
PT Sherwin-Williams Indonesia
|
Indonesia
|
Quetzal Pinturas, S.A. de C.V.
|
Mexico
|
Resin Surfaces Limited
|
UK
|
Ronseal (Ireland) Limited
|
Ireland
|
Sherwin-Williams Argentina I.y C.S.A.
|
Argentina
|
Sherwin-Williams Aruba VBA
|
Aruba
|
Sherwin-Williams (Australia) Pty. Ltd.
|
Australia
|
Sherwin-Williams Automotive Mexico S. de R.L. de C.V.
|
Mexico
|
Sherwin-Williams Balkan S.R.L.
|
Romania
|
Sherwin-Williams Bel
|
Belarus
|
Sherwin-Williams (Belize) Limited
|
Belize
|
Sherwin-Williams Benelux NV
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Belgium
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Sherwin-Williams Canada Inc.
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Canada
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Sherwin-Williams (Caribbean) N.V.
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Curacao
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Sherwin-Williams Cayman Islands Limited
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Grand Cayman
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Sherwin-Williams Chile S.A.
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Chile
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Sherwin-Williams Coatings India Private Limited
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India
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Sherwin-Williams Coatings S.a r.l.
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Luxembourg
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Sherwin Williams Colombia S.A.S.
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Colombia
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Sherwin-Williams Czech Republic spol. s r.o
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Czech Republic
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Sherwin-Williams Denmark A/S
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Denmark
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Sherwin-Williams Deutschland GmbH
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Germany
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Sherwin-Williams Diversified Brands (Australia) Pty Ltd
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Australia
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Sherwin-Williams Diversified Brands Limited
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UK
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Sherwin-Williams do Brasil Industria e Comercio Ltda.
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Brazil
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Sherwin-Williams France Finishes SAS
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France
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Sherwin-Williams (Ireland) Limited
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Ireland
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Sherwin-Williams Italy S.r.l.
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Italy
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Sherwin-Williams Luxembourg Investment Management
Company S.a r.l.
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Luxembourg
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Sherwin-Williams (Malaysia) Sdn. Bhd.
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Malaysia
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Sherwin-Williams (Nanatong) Company Limited
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China
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Sherwin-Williams Norway AS
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Norway
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Sherwin-Williams Paints Limited Liability Company
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Russia
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Sherwin-Williams Peru S.R.L.
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Peru
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Sherwin-Williams Pinturas de Venezuela S.A.
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Venezuela
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Sherwin-Williams Poland Sp. z o.o
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Poland
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Sherwin-Williams Protective & Marine Coatings
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UK
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Sherwin-Williams (S) Pte. Ltd.
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Singapore
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Sherwin-Williams Services (Malaysia) Sdn. Bhd.
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Malaysia
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Sherwin-Williams (Shanghai) Limited
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China
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Sherwin-Williams (South China) Co., Ltd.
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China
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Sherwin-Williams Spain Coatings S.L.
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Spain
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Sherwin-Williams Sweden AB
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Sweden
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Sherwin-Williams (Thailand) Co., Ltd.
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Thailand
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Sherwin-Williams UK Automotive Limited
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UK
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Sherwin-Williams Uruguay S.A.
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Uruguay
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Sherwin-Williams (Vietnam) Limited
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Vietnam
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Sherwin-Williams (West Indies) Limited
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Jamaica
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SWIPCO - Sherwin Williams do Brasil Propriedade
Intelectual Ltda.
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Brazil
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Syntema I Vaggeryd AB
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Sweden
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TOB Becker Acroma Ukraine
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Ukraine
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UAB Sherwin-Williams Baltic
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Lithuania
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ZAO Sherwin-Williams
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Russia
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Registration Number
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Description
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333-205897
333-166365
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The Sherwin-Williams Company Form S-3 Registration Statement
The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (as Amended and Restated as of February 17, 2015) Form S-8 Registration Statement
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333-152443
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The Sherwin-Williams Company Employee Stock Purchase and Savings Plan Form S-8 Registration Statement
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333-133419
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The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors Form S-8 Registration Statement
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333-129582
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The Sherwin-Williams Company 2005 Deferred Compensation Savings and Pension Equalization Plan, The Sherwin-Williams 2005 Key Management Deferred Compensation Plan and The Sherwin-Williams Company 2005 Director Deferred Fee Plan Form S-8 Registration Statement
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333-105211
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The Sherwin-Williams Company Employee Stock Purchase and Savings Plan Form S-8 Registration Statement
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333-66295
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The Sherwin-Williams Company Deferred Compensation Savings Plan, The Sherwin-Williams Company Key Management Deferred Compensation Plan and The Sherwin-Williams Company Director Deferred Fee Plan Form S-8 Registration Statement
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Signature
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Title
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/s/ John G. Morikis
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Chairman, President and Chief Executive Officer, Director (Principal Executive Officer)
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John G. Morikis
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/s/ Allen J. Mistysyn
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Senior Vice President – Finance and Chief
Financial Officer (Principal Financial Officer)
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Allen J. Mistysyn
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/s/ Jane M. Cronin
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Senior Vice President – Corporate Controller
(Principal Accounting Officer)
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Jane M. Cronin
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/s/ Arthur F. Anton
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Director
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Arthur F. Anton
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/s/ Christopher M. Connor
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Director
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Christopher M. Connor
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/s/ David F. Hodnik
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Director
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David F. Hodnik
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/s/ Thomas G. Kadien
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Director
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Thomas G. Kadien
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/s/ Richard J. Kramer
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Director
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Richard J. Kramer
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/s/ Susan J. Kropf
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Director
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Susan J. Kropf
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/s/ Christine A. Poon
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Director
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Christine A. Poon
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/s/ John M. Stropki
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Director
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John M. Stropki
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/s/ Matthew Thornton III
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Director
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Matthew Thornton III
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/s/ Steven H. Wunning
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Director
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Steven H. Wunning
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1.
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I have reviewed this annual report on Form 10-K of The Sherwin-Williams Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 22, 2017
|
|
|
/s/ John G. Morikis
|
|
|
|
|
John G. Morikis
Chairman, President and
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of The Sherwin-Williams Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 22, 2017
|
|
|
/s/ Allen J. Mistysyn
|
|
|
|
|
Allen J. Mistysyn
Senior Vice President – Finance and
Chief Financial Officer
|
Dated:
|
February 22, 2017
|
|
|
/s/ John G. Morikis
|
|
|
|
|
John G. Morikis
Chairman, President and
Chief Executive Officer
|
Dated:
|
February 22, 2017
|
|
|
/s/ Allen J. Mistysyn
|
|
|
|
|
Allen J. Mistysyn
Senior Vice President – Finance and
Chief Financial Officer
|