|
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
OHIO
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34-0526850
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
101 West Prospect Avenue,
Cleveland, Ohio
|
44115-1075
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
|
|
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
|
|
Emerging growth company
|
o
|
|
|
|
|
|
|
|
|
|
|
|
EX-4.1
|
|
EX-4.2
|
|
EX-4.3
|
|
EX-4.4
|
|
EX-4.5
|
|
EX-4.6
|
|
EX-4.7
|
|
EX-4.8
|
|
EX-4.9
|
|
EX-4.10
|
|
EX-4.11
|
|
EX-4.12
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EX-10.1
|
|
EX-10.2
|
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EX-10.3
|
|
EX-31(a)
|
|
EX-31(b)
|
|
EX-32(a)
|
|
EX-32(b)
|
|
EX-101 INSTANCE DOCUMENT
|
|
EX-101 SCHEMA DOCUMENT
|
|
EX-101 PRESENTATION LINKBASE DOCUMENT
|
|
EX-101 CALCULATION LINKBASE DOCUMENT
|
|
EX-101 LABEL LINKBASE DOCUMENT
|
|
EX-101 DEFINITION LINKBASE DOCUMENT
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
3,735,817
|
|
|
$
|
3,219,525
|
|
|
$
|
6,497,204
|
|
|
$
|
5,793,549
|
|
Cost of goods sold
|
1,998,761
|
|
|
1,583,624
|
|
|
3,416,874
|
|
|
2,895,803
|
|
||||
Gross profit
|
1,737,056
|
|
|
1,635,901
|
|
|
3,080,330
|
|
|
2,897,746
|
|
||||
Percent to net sales
|
46.5
|
%
|
|
50.8
|
%
|
|
47.4
|
%
|
|
50.0
|
%
|
||||
Selling, general and administrative expenses
|
1,145,492
|
|
|
1,048,496
|
|
|
2,155,667
|
|
|
2,045,169
|
|
||||
Percent to net sales
|
30.7
|
%
|
|
32.6
|
%
|
|
33.2
|
%
|
|
35.3
|
%
|
||||
Other general expense - net
|
1,775
|
|
|
2,733
|
|
|
2,051
|
|
|
20,287
|
|
||||
Amortization
|
28,918
|
|
|
5,584
|
|
|
35,088
|
|
|
11,366
|
|
||||
Interest expense
|
56,729
|
|
|
40,878
|
|
|
82,424
|
|
|
66,610
|
|
||||
Interest and net investment income
|
(3,091
|
)
|
|
(952
|
)
|
|
(4,371
|
)
|
|
(1,439
|
)
|
||||
Other (income) expense - net
|
(1,770
|
)
|
|
(52
|
)
|
|
(6,137
|
)
|
|
174
|
|
||||
Income from continuing operations before income taxes
|
509,003
|
|
|
539,214
|
|
|
815,608
|
|
|
755,579
|
|
||||
Income taxes
|
148,352
|
|
|
161,150
|
|
|
215,805
|
|
|
212,639
|
|
||||
Net income from continuing operations
|
360,651
|
|
|
378,064
|
|
|
599,803
|
|
|
542,940
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations (see Note 3)
|
|
|
|
|
|
|
|
|
|
||||||
Income taxes
|
41,540
|
|
|
|
|
41,540
|
|
|
|
||||||
Net loss from discontinued operations
|
(41,540
|
)
|
|
—
|
|
|
(41,540
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
319,111
|
|
|
$
|
378,064
|
|
|
$
|
558,263
|
|
|
$
|
542,940
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.89
|
|
|
$
|
4.12
|
|
|
$
|
6.47
|
|
|
$
|
5.93
|
|
Discontinued operations
|
(.45
|
)
|
|
|
|
(.45
|
)
|
|
|
||||||
Net income per common share
|
$
|
3.44
|
|
|
$
|
4.12
|
|
|
$
|
6.02
|
|
|
$
|
5.93
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per common share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.80
|
|
|
$
|
3.99
|
|
|
$
|
6.34
|
|
|
$
|
5.76
|
|
Discontinued operations
|
(.44
|
)
|
|
|
|
(.44
|
)
|
|
|
||||||
Net income per common share
|
$
|
3.36
|
|
|
$
|
3.99
|
|
|
$
|
5.90
|
|
|
$
|
5.76
|
|
|
|
|
|
|
|
|
|
||||||||
Average shares outstanding - basic
|
92,841,148
|
|
|
91,788,734
|
|
|
92,695,853
|
|
|
91,632,297
|
|
||||
Average shares and equivalents outstanding - diluted
|
94,968,636
|
|
|
94,669,751
|
|
|
94,697,439
|
|
|
94,305,997
|
|
||||
Comprehensive income
|
$
|
349,288
|
|
|
$
|
284,060
|
|
|
$
|
579,378
|
|
|
$
|
467,946
|
|
|
June 30,
2017 |
|
December 31,
2016 |
|
June 30,
2016 |
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
210,049
|
|
|
$
|
889,793
|
|
|
$
|
402,656
|
|
Accounts receivable, less allowance
|
2,377,874
|
|
|
1,230,987
|
|
|
1,473,078
|
|
|||
Inventories:
|
|
|
|
|
|
||||||
Finished goods
|
1,468,671
|
|
|
898,627
|
|
|
975,366
|
|
|||
Work in process and raw materials
|
386,266
|
|
|
169,699
|
|
|
176,866
|
|
|||
|
1,854,937
|
|
|
1,068,326
|
|
|
1,152,232
|
|
|||
Deferred income taxes
|
|
|
57,162
|
|
|
155,407
|
|
||||
Other current assets
|
411,141
|
|
|
381,030
|
|
|
300,569
|
|
|||
Total current assets
|
4,854,001
|
|
|
3,627,298
|
|
|
3,483,942
|
|
|||
Goodwill
|
7,178,113
|
|
|
1,126,892
|
|
|
1,144,700
|
|
|||
Intangible assets
|
6,002,534
|
|
|
255,010
|
|
|
247,070
|
|
|||
Deferred pension assets
|
224,695
|
|
|
225,529
|
|
|
246,090
|
|
|||
Other assets
|
568,138
|
|
|
421,904
|
|
|
471,618
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
||||||
Land
|
259,415
|
|
|
115,555
|
|
|
119,608
|
|
|||
Buildings
|
961,870
|
|
|
714,815
|
|
|
708,573
|
|
|||
Machinery and equipment
|
2,595,633
|
|
|
2,153,437
|
|
|
2,109,786
|
|
|||
Construction in progress
|
134,518
|
|
|
117,126
|
|
|
100,508
|
|
|||
|
3,951,436
|
|
|
3,100,933
|
|
|
3,038,475
|
|
|||
Less allowances for depreciation
|
2,061,519
|
|
|
2,005,045
|
|
|
1,966,218
|
|
|||
|
1,889,917
|
|
|
1,095,888
|
|
|
1,072,257
|
|
|||
Total Assets
|
$
|
20,717,398
|
|
|
$
|
6,752,521
|
|
|
$
|
6,665,677
|
|
|
|
|
|
|
|
||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
51,904
|
|
|
$
|
40,739
|
|
|
$
|
59,203
|
|
Accounts payable
|
1,783,648
|
|
|
1,034,608
|
|
|
1,289,406
|
|
|||
Compensation and taxes withheld
|
395,867
|
|
|
398,045
|
|
|
311,111
|
|
|||
Accrued taxes
|
320,890
|
|
|
76,765
|
|
|
230,294
|
|
|||
Current portion of long-term debt
|
701,101
|
|
|
700,475
|
|
|
2,179
|
|
|||
Other accruals
|
898,503
|
|
|
578,547
|
|
|
733,020
|
|
|||
Total current liabilities
|
4,151,913
|
|
|
2,829,179
|
|
|
2,625,213
|
|
|||
Long-term debt
|
10,751,284
|
|
|
1,211,326
|
|
|
1,909,217
|
|
|||
Postretirement benefits other than pensions
|
253,434
|
|
|
250,397
|
|
|
251,812
|
|
|||
Deferred income taxes
|
2,467,348
|
|
|
73,833
|
|
|
131,447
|
|
|||
Other long-term liabilities
|
702,159
|
|
|
509,345
|
|
|
501,359
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common stock—$1.00 par value:
|
|
|
|
|
|
||||||
93,410,169, 93,013,031 and 92,221,707 shares outstanding
|
|
|
|
|
|
||||||
at June 30, 2017, December 31, 2016 and June 30, 2016, respectively
|
117,071
|
|
|
116,563
|
|
|
116,259
|
|
|||
Other capital
|
2,606,757
|
|
|
2,488,564
|
|
|
2,412,599
|
|
|||
Retained earnings
|
4,448,788
|
|
|
4,049,497
|
|
|
3,616,095
|
|
|||
Treasury stock, at cost
|
(4,262,120
|
)
|
|
(4,235,832
|
)
|
|
(4,236,235
|
)
|
|||
Cumulative other comprehensive loss
|
(519,236
|
)
|
|
(540,351
|
)
|
|
(662,089
|
)
|
|||
Total shareholders' equity
|
2,391,260
|
|
|
1,878,441
|
|
|
1,246,629
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
20,717,398
|
|
|
$
|
6,752,521
|
|
|
$
|
6,665,677
|
|
|
Six Months Ended
|
||||||
|
June 30,
2017 |
|
June 30,
2016 |
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
558,263
|
|
|
$
|
542,940
|
|
Adjustments to reconcile net income to net operating cash:
|
|
|
|
||||
Loss from discontinued operations
|
41,540
|
|
|
|
|||
Depreciation
|
94,965
|
|
|
86,724
|
|
||
Amortization of intangible assets
|
35,088
|
|
|
11,366
|
|
||
Amortization of inventory step-up
|
36,278
|
|
|
|
|||
Stock-based compensation expense
|
35,866
|
|
|
31,948
|
|
||
Amortization of credit facility and debt issuance costs
|
2,940
|
|
|
25,691
|
|
||
Provisions for qualified exit costs
|
12,828
|
|
|
1,422
|
|
||
Provisions for environmental-related matters
|
1,629
|
|
|
20,536
|
|
||
Defined benefit pension plans net cost
|
10,554
|
|
|
9,948
|
|
||
Net change in postretirement liability
|
(7,422
|
)
|
|
961
|
|
||
Other
|
(7,598
|
)
|
|
1,833
|
|
||
Change in working capital accounts - net
|
(239,495
|
)
|
|
(211,572
|
)
|
||
Costs incurred for environmental-related matters
|
(6,059
|
)
|
|
(6,716
|
)
|
||
Costs incurred for qualified exit costs
|
(8,904
|
)
|
|
(4,155
|
)
|
||
Other
|
25,660
|
|
|
(943
|
)
|
||
Net operating cash
|
586,133
|
|
|
509,983
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(83,635
|
)
|
|
(114,081
|
)
|
||
Acquisitions of businesses, net of cash acquired and divestiture (see Note 3)
|
(8,806,282
|
)
|
|
|
|||
Proceeds from sale of assets
|
37,131
|
|
|
2,039
|
|
||
Increase in other investments
|
(11,444
|
)
|
|
(36,950
|
)
|
||
Net investing cash
|
(8,864,230
|
)
|
|
(148,992
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Net (decrease) increase in short-term borrowings
|
(228,785
|
)
|
|
15,318
|
|
||
Proceeds from long-term debt
|
7,984,375
|
|
|
|
|||
Payments of long-term debt
|
(176
|
)
|
|
(84
|
)
|
||
Payments for credit facility and debt issuance costs
|
(45,454
|
)
|
|
(61,433
|
)
|
||
Payments of cash dividends
|
(158,934
|
)
|
|
(155,721
|
)
|
||
Proceeds from stock options exercised
|
79,157
|
|
|
43,708
|
|
||
Other
|
(26,420
|
)
|
|
(12,645
|
)
|
||
Net financing cash
|
7,603,763
|
|
|
(170,857
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(5,410
|
)
|
|
6,778
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(679,744
|
)
|
|
196,912
|
|
||
Cash and cash equivalents at beginning of year
|
889,793
|
|
|
205,744
|
|
||
Cash and cash equivalents at end of period
|
$
|
210,049
|
|
|
$
|
402,656
|
|
|
|
|
|
||||
Income taxes paid
|
$
|
121,115
|
|
|
$
|
73,636
|
|
Interest paid
|
31,816
|
|
|
66,583
|
|
(Thousands of dollars except per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
4,439,801
|
|
|
$
|
4,315,822
|
|
|
$
|
8,148,329
|
|
|
$
|
7,794,545
|
|
Net income from continuing operations
|
402,503
|
|
|
402,810
|
|
|
600,970
|
|
|
477,581
|
|
||||
Net income per common share from
continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
4.34
|
|
|
$
|
4.39
|
|
|
$
|
6.48
|
|
|
$
|
5.21
|
|
Diluted
|
$
|
4.24
|
|
|
$
|
4.25
|
|
|
$
|
6.35
|
|
|
$
|
5.06
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Thousands of dollars)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized Net Gains on Available-for-Sale Securities
|
|
Unrealized Net Gains (Losses) on Cash Flow Hedges
|
|
Total Cumulative Other Comprehensive (Loss) Income
|
||||||||||
Balance at December 31, 2016
|
$
|
(501,277
|
)
|
|
$
|
(125,096
|
)
|
|
$
|
1,015
|
|
|
$
|
85,007
|
|
|
$
|
(540,351
|
)
|
Amounts recognized in Other comprehensive loss
(1)
|
51,250
|
|
|
|
|
870
|
|
|
(30,754
|
)
|
|
21,366
|
|
||||||
Amounts reclassified from Other comprehensive loss
(2)
|
|
|
|
385
|
|
|
8
|
|
|
(644
|
)
|
|
(251
|
)
|
|||||
Net change
|
51,250
|
|
|
385
|
|
|
878
|
|
|
(31,398
|
)
|
|
21,115
|
|
|||||
Balance at June 30, 2017
|
$
|
(450,027
|
)
|
|
$
|
(124,711
|
)
|
|
$
|
1,893
|
|
|
$
|
53,609
|
|
|
$
|
(519,236
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Thousands of dollars)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized Net (Losses) Gains on Available-for-Sale Securities
|
|
Unrealized Net Losses on Cash Flow Hedges
|
|
Total Cumulative Other Comprehensive (Loss) Income
|
||||||||||
Balance at December 31, 2015
|
$
|
(482,629
|
)
|
|
$
|
(104,346
|
)
|
|
$
|
(120
|
)
|
|
|
|
$
|
(587,095
|
)
|
||
Amounts recognized in Other comprehensive loss
(3)
|
31,935
|
|
|
|
|
455
|
|
|
$
|
(107,948
|
)
|
|
(75,558
|
)
|
|||||
Amounts reclassified from Other comprehensive loss
(4)
|
|
|
439
|
|
|
125
|
|
|
|
|
564
|
|
|||||||
Net change
|
31,935
|
|
|
439
|
|
|
580
|
|
|
(107,948
|
)
|
|
(74,994
|
)
|
|||||
Balance at June 30, 2016
|
$
|
(450,694
|
)
|
|
$
|
(103,907
|
)
|
|
$
|
460
|
|
|
$
|
(107,948
|
)
|
|
$
|
(662,089
|
)
|
(Thousands of dollars)
|
|
|
|
||||
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
34,419
|
|
|
$
|
31,878
|
|
Charges to expense
|
16,434
|
|
|
15,763
|
|
||
Settlements
|
(16,698
|
)
|
|
(14,755
|
)
|
||
Acquisition
|
110,461
|
|
|
|
|||
Balance at June 30
|
$
|
144,616
|
|
|
$
|
32,886
|
|
(Thousands of dollars)
|
Domestic Defined
Benefit Pension Plans
|
|
Foreign Defined
Benefit Pension Plans
|
|
Postretirement
Benefits Other than
Pensions
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Three Months Ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
5,459
|
|
|
$
|
5,489
|
|
|
$
|
2,287
|
|
|
$
|
1,198
|
|
|
$
|
471
|
|
|
$
|
561
|
|
Interest cost
|
7,191
|
|
|
6,643
|
|
|
1,864
|
|
|
2,081
|
|
|
2,593
|
|
|
2,753
|
|
||||||
Expected return on assets
|
(11,299
|
)
|
|
(12,567
|
)
|
|
(2,008
|
)
|
|
(1,846
|
)
|
|
|
|
|
||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
340
|
|
|
301
|
|
|
|
|
|
|
(1,645
|
)
|
|
(1,645
|
)
|
||||||||
Actuarial loss (gain)
|
1,662
|
|
|
1,153
|
|
|
(97
|
)
|
|
504
|
|
|
5
|
|
|
|
|||||||
Settlement gain
|
|
|
|
|
|
|
|
|
(9,332
|
)
|
|
|
|||||||||||
Net periodic benefit cost
|
$
|
3,353
|
|
|
$
|
1,019
|
|
|
$
|
2,046
|
|
|
$
|
1,937
|
|
|
$
|
(7,908
|
)
|
|
$
|
1,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
10,772
|
|
|
$
|
10,978
|
|
|
$
|
4,205
|
|
|
$
|
2,539
|
|
|
$
|
1,014
|
|
|
$
|
1,122
|
|
Interest cost
|
13,601
|
|
|
13,286
|
|
|
3,502
|
|
|
4,161
|
|
|
5,236
|
|
|
5,505
|
|
||||||
Expected return on assets
|
(21,608
|
)
|
|
(25,134
|
)
|
|
(3,772
|
)
|
|
(3,692
|
)
|
|
|
|
|
||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
681
|
|
|
602
|
|
|
|
|
|
|
(3,290
|
)
|
|
(3,290
|
)
|
||||||||
Actuarial loss (gain)
|
3,323
|
|
|
2,305
|
|
|
(150
|
)
|
|
865
|
|
|
16
|
|
|
|
|||||||
Settlement (gain) loss
|
|
|
|
|
|
|
|
4,038
|
|
|
(9,332
|
)
|
|
|
|||||||||
Net periodic benefit cost (credit)
|
$
|
6,769
|
|
|
$
|
2,037
|
|
|
$
|
3,785
|
|
|
$
|
7,911
|
|
|
$
|
(6,356
|
)
|
|
$
|
3,337
|
|
(Thousands of dollars)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Provisions for environmental matters - net
|
$
|
1,110
|
|
|
$
|
2,507
|
|
|
$
|
1,629
|
|
|
$
|
20,536
|
|
Loss (gain) on sale or disposition of assets
|
665
|
|
|
226
|
|
|
422
|
|
|
(249
|
)
|
||||
Total
|
$
|
1,775
|
|
|
$
|
2,733
|
|
|
$
|
2,051
|
|
|
$
|
20,287
|
|
(Thousands of dollars)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Dividend and royalty income
|
$
|
(1,198
|
)
|
|
$
|
(999
|
)
|
|
$
|
(3,042
|
)
|
|
$
|
(2,165
|
)
|
Net expense from banking activities
|
2,513
|
|
|
2,108
|
|
|
4,985
|
|
|
4,371
|
|
||||
Foreign currency transaction related losses (gains)
|
976
|
|
|
1,819
|
|
|
(2,610
|
)
|
|
3,509
|
|
||||
Other income
|
(5,937
|
)
|
|
(5,450
|
)
|
|
(10,897
|
)
|
|
(10,330
|
)
|
||||
Other expense
|
1,876
|
|
|
2,470
|
|
|
5,427
|
|
|
4,789
|
|
||||
Total
|
$
|
(1,770
|
)
|
|
$
|
(52
|
)
|
|
$
|
(6,137
|
)
|
|
$
|
174
|
|
(Thousands of dollars except per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding
|
92,841,148
|
|
|
91,788,734
|
|
|
92,695,853
|
|
|
91,632,297
|
|
||||
Net income
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
360,651
|
|
|
$
|
378,064
|
|
|
$
|
599,803
|
|
|
$
|
542,940
|
|
Discontinued operations
(2)
|
(41,540
|
)
|
|
—
|
|
|
(41,540
|
)
|
|
—
|
|
||||
Net income
|
$
|
319,111
|
|
|
$
|
378,064
|
|
|
$
|
558,263
|
|
|
$
|
542,940
|
|
Basic net income per common share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.89
|
|
|
$
|
4.12
|
|
|
$
|
6.47
|
|
|
$
|
5.93
|
|
Discontinued operations
(2)
|
(0.45
|
)
|
|
—
|
|
|
(0.45
|
)
|
|
—
|
|
||||
Net income per common share
|
$
|
3.44
|
|
|
$
|
4.12
|
|
|
$
|
6.02
|
|
|
$
|
5.93
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding
|
92,841,148
|
|
|
91,788,734
|
|
|
92,695,853
|
|
|
91,632,297
|
|
||||
Stock options and other contingently issuable shares
(1)
|
2,055,422
|
|
|
2,318,192
|
|
|
1,935,690
|
|
|
2,114,844
|
|
||||
Non-vested restricted stock grants
|
72,066
|
|
|
562,825
|
|
|
65,896
|
|
|
558,856
|
|
||||
Average common shares outstanding assuming dilution
|
94,968,636
|
|
|
94,669,751
|
|
|
94,697,439
|
|
|
94,305,997
|
|
||||
Net income
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
360,651
|
|
|
$
|
378,064
|
|
|
$
|
599,803
|
|
|
$
|
542,940
|
|
Discontinued operations
(2)
|
(41,540
|
)
|
|
—
|
|
|
(41,540
|
)
|
|
—
|
|
||||
Net income
|
$
|
319,111
|
|
|
$
|
378,064
|
|
|
$
|
558,263
|
|
|
$
|
542,940
|
|
Diluted net income per common share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
3.80
|
|
|
$
|
3.99
|
|
|
$
|
6.34
|
|
|
$
|
5.76
|
|
Discontinued operations
(2)
|
(0.44
|
)
|
|
—
|
|
|
(0.44
|
)
|
|
—
|
|
||||
Net income per common share
|
$
|
3.36
|
|
|
$
|
3.99
|
|
|
$
|
5.90
|
|
|
$
|
5.76
|
|
(1)
|
Stock options and other contingently issuable shares excludes
16,013
and
47,273
shares due to their anti-dilutive effect for the
three and six months ended
June 30, 2016
.
There are
no
shares excluded for the
three and six months ended
June 30, 2017
.
|
(2)
|
Relates to the divestiture of Valspar's North American industrial wood coatings business. See Note 3.
|
(Thousands of dollars)
|
Three Months Ended June 30, 2017
|
||||||||||||||||||
|
The Americas
Group
|
|
Consumer Brands
Group
|
|
Performance
Coatings
Group
|
|
Administrative
|
|
Consolidated
Totals
|
||||||||||
Net external sales
|
$
|
2,437,655
|
|
|
$
|
536,441
|
|
|
$
|
761,094
|
|
|
$
|
627
|
|
|
$
|
3,735,817
|
|
Intersegment transfers
|
2,020
|
|
|
864,337
|
|
|
7,231
|
|
|
(873,588
|
)
|
|
|
||||||
Total net sales and intersegment transfers
|
$
|
2,439,675
|
|
|
$
|
1,400,778
|
|
|
$
|
768,325
|
|
|
$
|
(872,961
|
)
|
|
$
|
3,735,817
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profit
|
$
|
532,687
|
|
|
$
|
76,064
|
|
|
$
|
62,345
|
|
|
|
|
$
|
671,096
|
|
||
Interest expense
|
|
|
|
|
|
|
$
|
(56,729
|
)
|
|
(56,729
|
)
|
|||||||
Administrative expenses and other
|
|
|
|
|
|
|
(105,364
|
)
|
|
(105,364
|
)
|
||||||||
Income from continuing operations
before income taxes *
|
$
|
532,687
|
|
|
$
|
76,064
|
|
|
$
|
62,345
|
|
|
$
|
(162,093
|
)
|
|
$
|
509,003
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
|
The Americas
Group
|
|
Consumer Brands
Group |
|
Performance
Coatings Group |
|
Administrative
|
|
Consolidated
Totals
|
||||||||||
Net external sales
|
$
|
2,241,566
|
|
|
$
|
462,473
|
|
|
$
|
514,198
|
|
|
$
|
1,288
|
|
|
$
|
3,219,525
|
|
Intersegment transfers
|
9,960
|
|
|
763,956
|
|
|
6,025
|
|
|
(779,941
|
)
|
|
|
||||||
Total net sales and intersegment transfers
|
$
|
2,251,526
|
|
|
$
|
1,226,429
|
|
|
$
|
520,223
|
|
|
$
|
(778,653
|
)
|
|
$
|
3,219,525
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profit
|
$
|
499,347
|
|
|
$
|
103,157
|
|
|
$
|
70,377
|
|
|
|
|
$
|
672,881
|
|
||
Interest expense
|
|
|
|
|
|
|
$
|
(40,878
|
)
|
|
(40,878
|
)
|
|||||||
Administrative expenses and other
|
|
|
|
|
|
|
(92,789
|
)
|
|
(92,789
|
)
|
||||||||
Income from continuing operations
before income taxes |
$
|
499,347
|
|
|
$
|
103,157
|
|
|
$
|
70,377
|
|
|
$
|
(133,667
|
)
|
|
$
|
539,214
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
The Americas
Group
|
|
Consumer Brands
Group |
|
Performance
Coatings Group |
|
Administrative
|
|
Consolidated
Totals
|
||||||||||
Net external sales
|
$
|
4,389,401
|
|
|
$
|
859,807
|
|
|
$
|
1,245,548
|
|
|
$
|
2,448
|
|
|
$
|
6,497,204
|
|
Intersegment transfers
|
4,361
|
|
|
1,560,175
|
|
|
11,031
|
|
|
(1,575,567
|
)
|
|
|
||||||
Total net sales and intersegment transfers
|
$
|
4,393,762
|
|
|
$
|
2,419,982
|
|
|
$
|
1,256,579
|
|
|
$
|
(1,573,119
|
)
|
|
$
|
6,497,204
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profit
|
$
|
837,911
|
|
|
$
|
131,978
|
|
|
$
|
119,457
|
|
|
|
|
$
|
1,089,346
|
|
||
Interest expense
|
|
|
|
|
|
|
$
|
(82,424
|
)
|
|
(82,424
|
)
|
|||||||
Administrative expenses and other
|
|
|
|
|
|
|
(191,314
|
)
|
|
(191,314
|
)
|
||||||||
Income from continuing operations
before income taxes ** |
$
|
837,911
|
|
|
$
|
131,978
|
|
|
$
|
119,457
|
|
|
$
|
(273,738
|
)
|
|
$
|
815,608
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
|
The Americas
Group |
|
Consumer Brands
Group |
|
Performance
Coatings Group |
|
Administrative
|
|
Consolidated
Totals
|
||||||||||
Net external sales
|
$
|
3,982,060
|
|
|
$
|
827,093
|
|
|
$
|
981,830
|
|
|
$
|
2,566
|
|
|
$
|
5,793,549
|
|
Intersegment transfers
|
18,653
|
|
|
1,377,586
|
|
|
7,981
|
|
|
(1,404,220
|
)
|
|
|
||||||
Total net sales and intersegment transfers
|
$
|
4,000,713
|
|
|
$
|
2,204,679
|
|
|
$
|
989,811
|
|
|
$
|
(1,401,654
|
)
|
|
$
|
5,793,549
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment profit
|
$
|
751,953
|
|
|
$
|
163,030
|
|
|
$
|
123,050
|
|
|
|
|
$
|
1,038,033
|
|
||
Interest expense
|
|
|
|
|
|
|
$
|
(66,610
|
)
|
|
(66,610
|
)
|
|||||||
Administrative expenses and other
|
|
|
|
|
|
|
(215,844
|
)
|
|
(215,844
|
)
|
||||||||
Income from continuing operations
before income taxes |
$
|
751,953
|
|
|
$
|
163,030
|
|
|
$
|
123,050
|
|
|
$
|
(282,454
|
)
|
|
$
|
755,579
|
|
(1)
|
The deferred compensation plan assets consist of the investment funds maintained for the future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. 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
$49,638
.
|
(Thousands of dollars)
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
The Americas Group
|
$
|
2,437,655
|
|
|
$
|
2,241,566
|
|
|
8.7
|
%
|
|
$
|
4,389,401
|
|
|
$
|
3,982,060
|
|
|
10.2
|
%
|
Consumer Brands Group
|
536,441
|
|
|
462,473
|
|
|
16.0
|
%
|
|
859,807
|
|
|
827,093
|
|
|
4.0
|
%
|
||||
Performance Coatings Group
|
761,094
|
|
|
514,198
|
|
|
48.0
|
%
|
|
1,245,548
|
|
|
981,830
|
|
|
26.9
|
%
|
||||
Administrative
|
627
|
|
|
1,288
|
|
|
-51.3
|
%
|
|
2,448
|
|
|
2,566
|
|
|
-4.6
|
%
|
||||
Total
|
$
|
3,735,817
|
|
|
$
|
3,219,525
|
|
|
16.0
|
%
|
|
$
|
6,497,204
|
|
|
$
|
5,793,549
|
|
|
12.1
|
%
|
(Thousands of dollars)
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Income Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
The Americas Group
|
$
|
532,687
|
|
|
$
|
499,347
|
|
|
6.7
|
%
|
|
$
|
837,911
|
|
|
$
|
751,953
|
|
|
11.4
|
%
|
Consumer Brands Group
|
76,064
|
|
|
103,157
|
|
|
-26.3
|
%
|
|
131,978
|
|
|
163,030
|
|
|
-19.0
|
%
|
||||
Performance Coatings Group
|
62,345
|
|
|
70,377
|
|
|
-11.4
|
%
|
|
119,457
|
|
|
123,050
|
|
|
-2.9
|
%
|
||||
Administrative
|
(162,093
|
)
|
|
(133,667
|
)
|
|
-21.3
|
%
|
|
(273,738
|
)
|
|
(282,454
|
)
|
|
3.1
|
%
|
||||
Total
|
$
|
509,003
|
|
|
$
|
539,214
|
|
|
-5.6
|
%
|
|
$
|
815,608
|
|
|
$
|
755,579
|
|
|
7.9
|
%
|
•
|
general business conditions, strengths of retail and manufacturing economies and the growth in the coatings industry;
|
•
|
our ability to successfully integrate past and future acquisitions into our existing operations, including Valspar, as well as the performance of the businesses acquired;
|
•
|
risks inherent in the achievement of anticipated cost synergies resulting from the acquisition of Valspar and the timing thereof ;
|
•
|
competitive factors, including pricing pressures and product innovation and quality;
|
•
|
changes in raw material and energy supplies and pricing;
|
•
|
changes in our relationships with customers and suppliers;
|
•
|
our ability to attain cost savings from productivity initiatives;
|
•
|
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;
|
•
|
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;
|
•
|
the achievement of growth in foreign markets, such as Asia, Europe and South America;
|
•
|
increasingly stringent domestic and foreign governmental regulations, including those affecting health, safety and the environment;
|
•
|
inherent uncertainties involved in assessing our potential liability for environmental-related activities;
|
•
|
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);
|
•
|
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
|
•
|
unusual weather conditions.
|
•
|
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;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
Period
|
Total
Number of
Shares
Purchased
|
|
Average
Price
Paid Per
Share
|
|
Number of
Shares
Purchased as
Part of a
Publicly
Announced
Plan
|
|
Number of
Shares That
May Yet Be
Purchased
Under the
Plan
|
||||||
April 1 - April 30
|
|
|
|
|
|
|
|
|
|||||
|
Share repurchase program
(1)
|
|
|
|
|
|
|
|
11,650,000
|
|
|||
|
Employee transactions
(2)
|
|
926
|
|
|
$
|
323.63
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
||||
May 1 - May 31
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||
June 1 - June 30
|
|
|
|
|
|
|
|
|
|||||
|
Employee transactions
(2)
|
|
9,014
|
|
|
335.86
|
|
|
|
|
N/A
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
||||
|
Share repurchase program
(1)
|
|
|
|
|
|
|
|
11,650,000
|
|
|||
|
Employee transactions
(2)
|
|
9,940
|
|
|
$
|
334.72
|
|
|
|
|
NA
|
|
(1)
|
All shares were 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
June 30, 2017
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.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
THE SHERWIN-WILLIAMS COMPANY
|
|
|
|
July 26, 2017
|
By:
|
/s/ Jane M. Cronin
|
|
Jane M. Cronin
|
|
|
|
Senior Vice President,
|
|
|
Corporate Controller and Assistant Secretary
|
|
|
|
July 26, 2017
|
By:
|
/s/ Allen J. Mistysyn
|
|
Allen J. Mistysyn
|
|
|
|
Senior Vice President,
|
|
|
Finance and Chief Financial Officer
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
THE SHERWIN-WILLIAMS COMPANY
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
BY:
|
/s/ Thomas P. Gilligan
|
|
/s/ Catherine M. Kilbane
|
|
Thomas P. Gilligan
|
|
Catherine M. Kilbane
|
|
|
|
|
Title:
Senior Vice President - Human Resources
|
|||
|
|
|
|
DATE: June 12, 2017
|
|
DATE: June 12, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Witness:
|
|
|
Catherine M. Kilbane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE SHERWIN-WILLIAMS COMPANY
|
|
|
|
|
|
|
|
|
By:
|
|
|
Witness:
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
July 26, 2017
|
|
/s/ John G. Morikis
|
|
|
|
John G. Morikis
|
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
July 26, 2017
|
|
/s/ Allen J. Mistysyn
|
|
|
|
Allen J. Mistysyn
|
|
|
|
Senior Vice President-Finance and
|
|
|
|
Chief Financial Officer
|
Dated:
|
July 26, 2017
|
|
/s/ John G. Morikis
|
|
|
|
John G. Morikis
|
|
|
|
Chairman, President and
Chief Executive Officer
|
Dated:
|
July 26, 2017
|
|
/s/ Allen J. Mistysyn
|
|
|
|
Allen J. Mistysyn
|
|
|
|
Senior Vice President-Finance and Chief
Financial Officer
|