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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 10-K
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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 28, 2016
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________________ to ___________________
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Commission File Number 1-3011
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THE VALSPAR CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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36-2443580
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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1101 South 3rd Street
Minneapolis, Minnesota
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55415
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(Address of principal executive offices)
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(Zip Code)
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(612) 851-7000
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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, $0.50 Par Value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Page
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•
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customers, suppliers or other parties with which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or re-negotiate their relationships with us;
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•
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our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to hire, retain and motivate key personnel and other employees;
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•
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the Merger Agreement restricts us from engaging in certain actions without the consent of Sherwin-Williams, which could prevent us from pursuing opportunities that may arise prior to the consummation of the Merger; and
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•
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the attention of our management may be directed to transaction-related considerations and may be diverted from the day-to-day operations of our business.
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•
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the financial stability of our customers and suppliers may be compromised, which could result in additional bad debts for us or non-performance by suppliers;
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•
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it may become more costly or difficult to obtain financing to fund operations or investment opportunities, or to refinance our debt in the future; and
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•
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the value of our investments in debt and equity securities may decline, including our assets held in pension plans.
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•
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may require us to dedicate a material portion of our cash flows from operations to make payments on our indebtedness, thereby reducing our ability to fund working capital, capital expenditures or other general corporate purposes;
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•
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could make us less attractive to prospective or existing customers or less able to fund potential acquisitions; and
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•
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may limit our flexibility to adjust to changing business and market conditions and make us more vulnerable to a downturn in general economic conditions as compared to a competitor that may have less indebtedness.
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•
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difficulties in assimilating acquired companies and products into our existing business;
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•
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delays in realizing the benefits from the acquired companies or products;
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•
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difficulties due to lack of or limited prior experience in any new markets we may enter;
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•
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unforeseen claims and liabilities, including unexpected environmental exposures or product liability;
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•
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unforeseen adjustments, charges and write-offs;
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•
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unexpected losses of customers of, or suppliers to, acquired businesses;
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•
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difficulties in conforming the acquired business’ standards, processes, procedures and controls with our operations;
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•
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variability in financial information arising from the application of purchase price accounting;
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•
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difficulties in retaining key employees of the acquired businesses; and
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•
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challenges arising from the increased geographic diversity and complexity of our operations.
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•
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agreements may be difficult to enforce, and receivables may be difficult to collect or have longer payment cycles;
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•
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foreign countries may impose additional withholding taxes or otherwise tax our foreign income or adopt other restrictions on foreign trade or investment, including currency exchange controls;
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•
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foreign operations may experience labor disputes and difficulties in attracting and retaining key employees;
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•
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transportation and other shipping costs may increase;
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•
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foreign governments may nationalize private enterprises;
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•
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unexpected adverse changes may occur in export duties, quotas and tariffs and difficulties in obtaining export licenses;
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•
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intellectual property rights may be more difficult to enforce;
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•
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our business and profitability in a particular country could be affected by political or economic changes or terrorist activities and responses to such activities;
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•
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unexpected adverse changes in foreign laws or regulatory requirements may occur; and
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compliance with a variety of foreign laws and regulations may be burdensome.
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Region
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Approximate
Square Footage
Owned
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Approximate
Square Footage
Leased
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Total
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North America
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3,828,000
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762,000
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4,590,000
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Asia Pacific
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2,235,000
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75,000
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2,310,000
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Europe
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1,538,000
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164,000
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1,702,000
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Other
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673,000
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—
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673,000
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Total
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8,274,000
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1,001,000
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9,275,000
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Business Segment
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Approximate
Square Footage
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Coatings
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5,384,000
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Paints
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3,114,000
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Other and Administrative
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777,000
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Total
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9,275,000
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ITEM 5
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MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Market Price (high/low)
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For the Fiscal Year
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2016
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2015
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First Quarter
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$85.27 - 71.99
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$88.36 - 80.97
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Second Quarter
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$107.05 - 74.20
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$90.91 - 81.04
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Third Quarter
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$108.64 - 105.90
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$88.17 - 78.66
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Fourth Quarter
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$107.40 - 97.62
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$84.05 - 70.58
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Per Share Dividends
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||||||
For the Fiscal Year
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2016
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2015
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First Quarter
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$
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0.33
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$
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0.30
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Second Quarter
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$
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0.33
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$
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0.30
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Third Quarter
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$
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0.33
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$
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0.30
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Fourth Quarter
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$
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0.33
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$
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0.30
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$
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1.32
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$
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1.20
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Period
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Total Number
of Shares
Purchased
1
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Average
Price Paid
per Share
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Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs
1
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Maximum Amount
that May Yet be
Purchased Under
the Plans or Programs
1
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Repurchase program:
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7/30/16 - 8/26/16
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0
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N/A
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0
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$
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1,175,630
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8/27/16 - 9/22/16
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0
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N/A
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0
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$
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1,175,630
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9/23/16 - 10/28/16
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0
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N/A
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0
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$
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1,175,630
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Other transactions
2
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1,020
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$
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105.75
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Cumulative Total Return
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||||||||||||||||||||||
Fiscal Year End
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2011
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2012
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2013
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2014
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2015
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2016
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||||||||||||
Valspar
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$
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100
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$
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156
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$
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202
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$
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240
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$
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240
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$
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294
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Peer Group
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$
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100
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$
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130
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$
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193
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$
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214
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$
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244
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$
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238
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S&P 500
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$
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100
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$
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115
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$
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147
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$
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172
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$
|
181
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$
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189
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Plan Category
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Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
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Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
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Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
1
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Equity compensation plans approved by security holders
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4,343,011
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$
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41.01
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4,105,254
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Equity compensation plans not approved by security holders
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None
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None
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None
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Total
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4,343,011
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$
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41.01
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4,105,254
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1
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The number of securities remaining available for future issuance under equity compensation plans consists of shares issuable under the 2015 Omnibus Equity Plan, which was approved by the stockholders in February 2015.
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ITEM 7
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MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except per share amounts)
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•
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Overview
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•
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Results of Operations
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•
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Financial Condition
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•
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Critical Accounting Estimates
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•
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Off-Balance Sheet Arrangements
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•
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Forward-Looking Statements
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•
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Focusing on Customer Success
by delivering coatings products and solutions that add value for our customers;
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•
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Building Strong Brands and Distribution Partners
by investing in brands that are well recognized in the markets in which we operate and building differentiated distribution networks in key markets;
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•
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Developing Differentiated Technologies
by investing in technologies that enhance our competitive position and add value for our customers;
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•
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Driving Industry-Leading Innovation
by developing unique products and services that differentiate us in the marketplace with our customers; and
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•
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Attracting and Developing the Best People
by creating a world class team with deep expertise and stockholder value orientation.
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•
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Adhering to our values, engaging in ethical business conduct and doing business with integrity;
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•
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Improving the safety and reducing the environmental footprint of our business and the products we manufacture while also delivering solutions that enable our customers to meet their safety and environmental objectives; and
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•
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Demonstrating our corporate citizenship by supporting the communities in which we work and live through volunteer efforts and philanthropy.
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Net Sales
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2016
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2015
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% Change
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Coatings
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$
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2,388,133
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$
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2,496,528
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(4.3
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)%
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Paints
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1,564,531
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1,661,186
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(5.8
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)%
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Other and Administrative
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237,888
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234,908
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1.3
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%
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Consolidated net sales
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$
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4,190,552
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$
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4,392,622
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(4.6
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)%
|
•
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Consolidated Net Sales
– Consolidated net sales for the year decreased
4.6%
, including a negative impact of
2.9%
from foreign currency. Excluding foreign currency exchange, the decrease was driven by lower sales in our consumer paints product line, primarily in North America, and lower sales in our general industrial product line, partially offset by the acquisition of Quest and higher sales in our coil product line.
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•
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Coatings Segment Net Sales
– Our Coatings segment net sales for the year decreased
4.3%
, including a negative impact of
3.6%
from foreign currency. Excluding foreign currency exchange, the decrease was driven by lower sales in our general industrial product line offset by improved sales in our coil and wood product lines.
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•
|
Paints Segment Net Sales
– Our Paints segment net sales for the year decreased
5.8%
, including a negative impact of
2.1%
from foreign currency. Excluding foreign currency exchange, the decrease was driven by lower sales in North America (primarily at Lowe's) and our Australia and Asia regions. This was partially offset by higher sales in our automotive refinish product line primarily due to the acquisition of Quest.
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•
|
Other and Administrative Net Sales
– The Other and Administrative category includes the following product lines: resins, furniture protection plans and colorants. Other and Administrative net sales increased
1.3%
, including a negative impact of
1.0%
from foreign currency. Excluding foreign currency exchange, the increased sales were primarily due to resins and furniture protection plans.
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Gross Profit
|
2016
|
|
|
2015
|
|
||
Consolidated gross profit
|
$
|
1,535,584
|
|
|
$
|
1,551,389
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|
As a percent of net sales
|
36.6
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%
|
|
35.3
|
%
|
•
|
Gross Profit
– The gross profit rate for 2016 increased
1.3
percentage points compared to 2015. The increase in gross profit rate was primarily driven by improved productivity and favorable cost/price comparison, partially offset by the impact of lower volume on manufacturing cost. Productivity includes procurement and manufacturing efficiencies, product reformulations and benefits from previously completed restructuring actions. Cost/price comparison reflects the impact of market changes in raw material costs, offset by changes in product pricing and promotions. Restructuring charges of
$9,906
or
0.2%
of net sales and
$14,007
or
0.3%
of net sales were included in the
2016
and
2015
periods, respectively.
|
Operating Expenses
|
2016
|
|
|
2015
|
|
||
Consolidated operating expenses
1
|
$
|
1,006,545
|
|
|
$
|
951,403
|
|
As a percent of net sales
|
24.0
|
%
|
|
21.7
|
%
|
1
|
Includes research and development and selling, general and administrative costs. For breakout see Consolidated Statements of Operations.
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•
|
Consolidated Operating Expenses (dollars)
– Consolidated operating expenses increased
$55,142
or
5.8%
including a favorable impact of
2.7%
from foreign currency. Excluding foreign currency exchange, the increase was primarily due to higher employee-related costs, costs related to the proposed merger and the addition of Quest, partially offset by lower marketing expenses. 2016 included costs of
$28,021
related to the proposed merger with The Sherwin-Williams Company. There were no costs related to the proposed merger in the prior year. Restructuring charges of
$8,599
or
0.2%
of net sales and
$7,562
or
0.2%
of net sales were included in the
2016
and
2015
periods, respectively.
|
EBIT
1
|
2016
|
|
|
2015
|
|
||
Coatings
|
$
|
444,190
|
|
|
$
|
483,649
|
|
As a percent of net sales
|
18.6
|
%
|
|
19.4
|
%
|
||
Paints
|
149,539
|
|
|
173,435
|
|
||
As a percent of net sales
|
9.6
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%
|
|
10.4
|
%
|
||
Other and Administrative
|
(68,650
|
)
|
|
(11,935
|
)
|
||
As a percent of net sales
|
(28.9
|
)%
|
|
(5.1
|
)%
|
||
Consolidated EBIT
|
$
|
525,079
|
|
|
$
|
645,149
|
|
As a percent of net sales
|
12.5
|
%
|
|
14.7
|
%
|
1
|
EBIT is defined as earnings before interest and taxes.
|
•
|
Consolidated EBIT
– EBIT for
2016
declined
$120,070
or
18.6%
or
2.2
percentage points as a percent of net sales from the prior year. 2015 EBIT included a pre-tax gain of $48,001 from the sale of certain assets of a non-strategic specialty product offering, recorded in the Coatings segment in the first quarter. 2016 EBIT declined due to higher employee-related costs, lower volumes and costs related to the proposed merger, partially offset by improved productivity. Restructuring charges were
$18,505
or
0.4%
of net sales, compared to
$21,569
or
0.5%
of net sales in fiscal year
2015
. Foreign currency exchange had a negative impact on consolidated EBIT of
$11,000
in 2016.
|
•
|
Coatings Segment EBIT
– EBIT as a percent of net sales declined
0.8
percentage points from the prior year. The decrease was primarily due to the gain on sale of certain assets in the prior period and higher employee-related costs, partially offset by improved productivity, favorable cost/price comparison and lower restructuring charges. Restructuring charges for the
2016
and
2015
periods were
$581
or
0.0%
of net sales and
$9,574
or
0.4%
of net sales, respectively.
|
•
|
Paints Segment EBIT
– EBIT as a percent of net sales decreased
0.8
percentage points from the prior year. The decrease was driven by the effect of lower volumes, impairment of a certain asset group in our consumer paints product line and higher restructuring charges, partially offset by improved productivity and favorable cost/price comparison. Restructuring charges for
2016
and
2015
periods were
$16,239
or
1.0%
of net sales and
$11,913
or
0.7%
of net sales, respectively. Acquisition-related charges of
$5,320
or
0.3%
were included in fiscal year 2015.
|
•
|
Other and Administrative EBIT
– Other and Administrative EBIT includes corporate expenses. EBIT as a percent of net sales decreased
23.8
percentage points from the prior year primarily due to costs related to the proposed merger and increased employee-related costs.
|
Interest Expense
|
2016
|
|
|
2015
|
|
||
Consolidated interest expense
|
$
|
90,560
|
|
|
$
|
81,348
|
|
•
|
Interest Expense
– Interest expense increased in fiscal year
2016
primarily due to higher average debt levels, primarily from the Quest acquisition.
|
Effective Tax Rate
|
2016
|
|
|
2015
|
|
Effective tax rate
|
18.8
|
%
|
|
29.1
|
%
|
•
|
Effective Tax Rate
– The lower 2016 effective tax rate was primarily due to the recognition of U.S. foreign tax credits, additional U.S. research and development credits, and the reversal of certain foreign valuation allowances.
|
Net Income
|
2016
|
|
|
2015
|
|
|
% Change
|
|
||
Consolidated net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
(11.6
|
)%
|
Net sales
|
2015
|
|
|
2014
|
|
|
% Change
|
|
||
Coatings
|
$
|
2,496,528
|
|
|
$
|
2,585,416
|
|
|
(3.4
|
)%
|
Paints
|
1,661,186
|
|
|
1,806,051
|
|
|
(8.0
|
)%
|
||
Other and Administrative
|
234,908
|
|
|
234,157
|
|
|
0.3
|
%
|
||
Consolidated net sales
|
$
|
4,392,622
|
|
|
$
|
4,625,624
|
|
|
(5.0
|
)%
|
•
|
Consolidated Net Sales
– Consolidated net sales for the year decreased
5.0%
, including a negative impact of
5.0%
from foreign currency. Lower sales in our consumer paints product line due to a change in product line offering at Lowe's that took effect in the first quarter of 2015 and the 53rd week in 2014 were primarily offset by net new business in our Coatings segment and the acquisition of Quest in our Paints segment.
|
•
|
Coatings Segment Net Sales
– Our Coatings segment net sales for the year decreased
3.4%
, including a negative impact of
6.0%
from foreign currency. Excluding foreign currency exchange, the increase was due to new business, partially offset by the impact of the 53rd week in 2014.
|
•
|
Paints Segment Net Sales
– Our Paints segment net sales for the year decreased
8.0%
, including a negative impact of
4.0%
from foreign currency. Excluding foreign currency exchange, the decrease in net sales was driven primarily by a change in our product line offering at Lowe's that took effect in the first quarter of 2015, a change in price/mix and the 53rd week in 2014, partially offset by the acquisition of Quest in the third quarter of 2015 and volume growth outside the U.S due to new business.
|
•
|
Other and Administrative Net Sales
– The Other and Administrative category includes the following product lines: resins, furniture protection plans and colorants. Other and Administrative net sales increased
0.3%
, including a negative impact of
2.5%
from foreign currency. Excluding foreign currency exchange, the increased sales were primarily due to furniture protection plans and resins.
|
Gross Profit
|
2015
|
|
|
2014
|
|
||
Consolidated gross profit
|
$
|
1,551,389
|
|
|
$
|
1,539,046
|
|
As a percent of net sales
|
35.3
|
%
|
|
33.3
|
%
|
•
|
Gross Profit
– The gross profit rate increased
2.0
percentage points. The increase in gross profit rate was primarily driven by improved productivity, favorable cost/price comparison and lower restructuring charges, partially offset by acquisition-related charges from Quest. Productivity includes procurement efficiencies, product reformulations and benefits from previously completed restructuring actions. Cost/price comparison reflects the impact of market changes in raw material costs, offset by changes in product pricing and promotions. Restructuring charges of
$14,007
or
0.3%
of net sales and
$28,471
or
0.6%
of net sales were included in the
2015
and
2014
periods, respectively. Acquisition-related charges of
$4,428
or
0.1%
of net sales were included in fiscal year 2015.
|
Operating Expenses
|
2015
|
|
|
2014
|
|
||
Consolidated operating expenses
1
|
$
|
951,403
|
|
|
$
|
979,137
|
|
As a percent of net sales
|
21.7
|
%
|
|
21.2
|
%
|
1
|
Includes research and development and selling, general and administrative costs. For breakout see Consolidated Statements of Operations.
|
EBIT
1
|
2015
|
|
|
2014
|
|
||
Coatings
|
$
|
483,649
|
|
|
$
|
389,390
|
|
As a percent of net sales
|
19.4
|
%
|
|
15.1
|
%
|
||
Paints
|
173,435
|
|
|
192,222
|
|
||
As a percent of net sales
|
10.4
|
%
|
|
10.6
|
%
|
||
Other and Administrative
|
(11,935
|
)
|
|
(24,400
|
)
|
||
As a percent of net sales
|
(5.1
|
)%
|
|
(10.4
|
)%
|
||
Consolidated EBIT
|
$
|
645,149
|
|
|
$
|
557,212
|
|
As a percent of net sales
|
14.7
|
%
|
|
12.0
|
%
|
1
|
EBIT is defined as earnings before interest and taxes.
|
•
|
Consolidated EBIT
– EBIT for
2015
increased
$87,937
or
15.8%
or
2.7
percentage points as a percent of net sales from the prior year. Fiscal year
2015
results included a pre-tax gain on sale of certain assets of a non-strategic specialty product line of
$48,001
. Restructuring charges were
$21,569
or
0.5%
of net sales, compared to
$41,139
or
0.9%
of net sales in fiscal year
2014
. Acquisition-related charges of
$5,320
or
0.1%
of net sales were included in fiscal year 2015. Foreign currency exchange had a negative impact of $23,001 on EBIT.
|
•
|
Coatings Segment EBIT
– EBIT as a percent of net sales increased
4.3
percentage points from the prior year. The increase was primarily due to the gain on sale of certain assets of a non-strategic specialty product offering of
$48,001
, improved productivity, favorable cost/price comparison and lower restructuring charges, partially offset by higher operating expense. Restructuring charges for the
2015
and
2014
periods were
$9,574
or
0.4%
of net sales and
$28,902
or
1.1%
of net sales, respectively.
|
•
|
Paints Segment EBIT
– EBIT as a percent of net sales decreased
0.2
percentage points from the prior year. The decrease was driven by the effect of lower volumes in our consumer product line in North America and acquisition-related charges from the Quest acquisition, partially offset by improved productivity. Restructuring charges for
2015
and
2014
periods were
$11,913
or
0.7%
of net sales and
$11,934
or
0.7%
of net sales, respectively. Acquisition-related charges of
$5,320
or
0.3%
of net sales were included in fiscal year 2015.
|
•
|
Other and Administrative EBIT
– Other and Administrative EBIT includes corporate expenses. EBIT as a percent of net sales increased
5.3
percentage points from the prior year primarily due to lower operating expenses and improved operating performance. Restructuring charges of
$82
or
0.0%
of net sales and
$303
or
0.1%
of net sales were included in the
2015
and
2014
periods, respectively.
|
Interest Expense
|
2015
|
|
|
2014
|
|
||
Consolidated interest expense
|
$
|
81,348
|
|
|
$
|
65,330
|
|
•
|
Interest Expense
– Interest expense increased in fiscal year
2015
primarily due to higher average debt levels and higher average interest rates.
|
Effective Tax Rate
|
2015
|
|
|
2014
|
|
Effective tax rate
|
29.1
|
%
|
|
29.8
|
%
|
•
|
Effective Tax Rate
– The lower
2015
effective tax rate was primarily due to the U.S. foreign tax credit and the sale of a specialty product offering in a foreign location, which is taxed at a lower rate than the U.S. federal statutory rate, partially offset by a reversal of valuation allowances in 2014, which did not recur in 2015.
|
Net Income
|
2015
|
|
|
2014
|
|
|
% Change
|
|
||
Consolidated net income
|
$
|
399,506
|
|
|
$
|
345,401
|
|
|
15.7
|
%
|
|
October 28, 2016
|
||||||
|
Total
Outstanding |
|
|
Facility
Size |
|
||
December 2018 unsecured committed credit revolving facility
1
|
$
|
62,389
|
|
|
$
|
750,000
|
|
Uncommitted bank lines of credit
|
8,950
|
|
|
109,825
|
|
||
Total bank credit facilities
|
$
|
71,339
|
|
|
$
|
859,825
|
|
|
October 30, 2015
|
||||||
|
Total
Outstanding |
|
|
Facility
Size |
|
||
December 2018 unsecured committed credit revolving facility
1
|
$
|
327,869
|
|
|
$
|
750,000
|
|
Uncommitted bank lines of credit
|
6,153
|
|
|
97,512
|
|
||
Total bank credit facilities
|
$
|
334,022
|
|
|
$
|
847,512
|
|
1
|
We have a
$450,000
commercial paper program backed by our
$750,000
bank syndicate committed credit revolving facility, as amended and restated. We pay a
0.15%
per year commitment fee on the full amount of the facility. The facility includes
$62,389
and
$327,869
of commercial paper as of
October 28, 2016
and
October 30, 2015
, respectively.
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022 and
thereafter |
|
|
Total
|
|
|||||||
Notes & interest to banks
|
$
|
72,247
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
72,380
|
|
Senior notes & interest
|
226,163
|
|
|
71,625
|
|
|
363,469
|
|
|
49,875
|
|
|
49,875
|
|
|
1,594,243
|
|
|
2,355,250
|
|
|||||||
Bank fees
|
1,125
|
|
|
1,125
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,391
|
|
|||||||
Capital leases
|
1,047
|
|
|
1,047
|
|
|
1,047
|
|
|
1,047
|
|
|
1,047
|
|
|
12,996
|
|
|
18,231
|
|
|||||||
Medical retiree/SERP/pension
|
1,438
|
|
|
1,242
|
|
|
1,344
|
|
|
1,489
|
|
|
1,449
|
|
|
19,771
|
|
|
26,733
|
|
|||||||
Operating leases
|
32,656
|
|
|
25,151
|
|
|
17,658
|
|
|
11,182
|
|
|
9,316
|
|
|
32,635
|
|
|
128,598
|
|
|||||||
Capital expenditures
|
57,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,976
|
|
|||||||
Commodity purchase commitments
|
1,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,157
|
|
|||||||
Telecommunication commitments
|
2,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,133
|
|
|||||||
IT commitments
|
2,842
|
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,004
|
|
|||||||
Marketing commitments
|
27,331
|
|
|
17,468
|
|
|
14,341
|
|
|
14,341
|
|
|
14,341
|
|
|
111,439
|
|
|
199,261
|
|
|||||||
Total contractual cash obligations
|
$
|
426,115
|
|
|
$
|
119,947
|
|
|
$
|
398,000
|
|
|
$
|
77,934
|
|
|
$
|
76,028
|
|
|
$
|
1,771,090
|
|
|
$
|
2,869,114
|
|
|
|
October 28, 2016
|
|
|
October 30, 2015
|
|
||
Assets
|
|
|
|
|
|
|
||
Current assets
|
Cash and cash equivalents
|
$
|
174,720
|
|
|
$
|
185,961
|
|
|
Restricted cash
|
857
|
|
|
1,307
|
|
||
|
Accounts and notes receivable net of allowances (2016 - $7,502; 2015 - $9,550)
|
815,432
|
|
|
857,256
|
|
||
|
Inventories
|
473,294
|
|
|
451,909
|
|
||
|
Deferred income taxes
|
32,033
|
|
|
37,707
|
|
||
|
Prepaid expenses and other
|
99,949
|
|
|
97,090
|
|
||
|
Total current assets
|
1,596,285
|
|
|
1,631,230
|
|
||
Goodwill
|
|
1,284,706
|
|
|
1,287,703
|
|
||
Intangibles, net
|
|
625,399
|
|
|
643,100
|
|
||
Other Assets
|
|
118,543
|
|
|
112,735
|
|
||
Long-term deferred income taxes
|
|
21,174
|
|
|
11,042
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
||
|
Land
|
73,855
|
|
|
75,634
|
|
||
|
Buildings
|
477,795
|
|
|
463,716
|
|
||
|
Machinery and equipment
|
1,130,806
|
|
|
1,042,988
|
|
||
|
Property, plant and equipment, gross
|
1,682,456
|
|
|
1,582,338
|
|
||
|
Less accumulated depreciation
|
(1,014,013
|
)
|
|
(949,573
|
)
|
||
|
Property, plant and equipment, net
|
668,443
|
|
|
632,765
|
|
||
|
Total assets
|
$
|
4,314,550
|
|
|
$
|
4,318,575
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|||
Current liabilities
|
Short-term debt
|
$
|
71,339
|
|
|
$
|
334,022
|
|
|
Current portion of long-term debt
|
150,107
|
|
|
131
|
|
||
|
Trade accounts payable
|
553,152
|
|
|
553,737
|
|
||
|
Income taxes payable
|
28,216
|
|
|
36,010
|
|
||
|
Other accrued liabilities
|
463,006
|
|
|
442,839
|
|
||
|
Total current liabilities
|
1,265,820
|
|
|
1,366,739
|
|
||
|
Long-term debt, net of current portion
|
1,556,952
|
|
|
1,706,933
|
|
||
|
Long-term deferred income taxes
|
191,821
|
|
|
240,919
|
|
||
|
Other long-term liabilities
|
186,534
|
|
|
148,975
|
|
||
|
Total liabilities
|
3,201,127
|
|
|
3,463,566
|
|
||
Stockholders’ equity
|
|
|
|
|
|
|
||
|
Common stock (par value $0.50 per share; authorized - 250,000,000 shares; shares issued, including shares in treasury - 2016: 118,442,624; 2015: 118,442,624)
|
59,220
|
|
|
59,220
|
|
||
|
Additional paid-in capital
|
495,920
|
|
|
474,044
|
|
||
|
Retained earnings
|
2,458,101
|
|
|
2,209,628
|
|
||
|
Accumulated other comprehensive income (loss)
|
(217,183
|
)
|
|
(195,498
|
)
|
||
|
Less cost of common stock in treasury (2016 - 39,019,811 shares; 2015 - 39,458,773 shares)
|
(1,682,635
|
)
|
|
(1,692,385
|
)
|
||
|
Total stockholders’ equity
|
1,113,423
|
|
|
855,009
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
4,314,550
|
|
|
$
|
4,318,575
|
|
|
October 28, 2016
|
|
|
October 30, 2015
|
|
|
October 31, 2014
|
|
|||
For the Year Ended
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(53 weeks)
|
|
|||
Net sales
|
$
|
4,190,552
|
|
|
$
|
4,392,622
|
|
|
$
|
4,625,624
|
|
Cost of sales
|
2,654,968
|
|
|
2,841,233
|
|
|
3,086,578
|
|
|||
Gross profit
|
1,535,584
|
|
|
1,551,389
|
|
|
1,539,046
|
|
|||
Research and development
|
139,318
|
|
|
133,365
|
|
|
136,381
|
|
|||
Selling, general and administrative
|
867,227
|
|
|
818,038
|
|
|
842,756
|
|
|||
Operating expenses
|
1,006,545
|
|
|
951,403
|
|
|
979,137
|
|
|||
Gain on sale of certain assets
|
—
|
|
|
48,001
|
|
|
—
|
|
|||
Income from operations
|
529,039
|
|
|
647,987
|
|
|
559,909
|
|
|||
Interest expense
|
90,560
|
|
|
81,348
|
|
|
65,330
|
|
|||
Other (income) expense - net
|
3,960
|
|
|
2,838
|
|
|
2,697
|
|
|||
Income before income taxes
|
434,519
|
|
|
563,801
|
|
|
491,882
|
|
|||
Income taxes
|
81,479
|
|
|
164,295
|
|
|
146,481
|
|
|||
Net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
$
|
345,401
|
|
Net income per common share - basic
|
$
|
4.47
|
|
|
$
|
4.97
|
|
|
$
|
4.13
|
|
Net income per common share - diluted
|
$
|
4.36
|
|
|
$
|
4.85
|
|
|
$
|
4.01
|
|
|
October 28, 2016
|
|
|
October 30, 2015
|
|
|
October 31, 2014
|
|
|||
For the Year Ended
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(53 weeks)
|
|
|||
Net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
$
|
345,401
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation
|
(12,167
|
)
|
|
(178,309
|
)
|
|
(62,783
|
)
|
|||
Defined benefit pension and post-retirement plans adjustment
|
(14,297
|
)
|
|
2,940
|
|
|
(17,162
|
)
|
|||
Unrealized gain (loss) on financial instruments
|
1,251
|
|
|
1,006
|
|
|
1,879
|
|
|||
Income tax benefit (provision)
|
3,528
|
|
|
(1,465
|
)
|
|
4,977
|
|
|||
Other comprehensive income (loss)
|
(21,685
|
)
|
|
(175,828
|
)
|
|
(73,089
|
)
|
|||
Comprehensive income
|
$
|
331,355
|
|
|
$
|
223,678
|
|
|
$
|
272,312
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Treasury
Stock
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Total
|
|
||||||
Balance, October 25, 2013
|
$
|
59,220
|
|
|
$
|
444,609
|
|
|
$
|
1,648,980
|
|
|
$
|
(1,083,678
|
)
|
|
$
|
53,419
|
|
|
$
|
1,122,550
|
|
Net income
|
—
|
|
|
—
|
|
|
345,401
|
|
|
—
|
|
|
—
|
|
|
345,401
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73,089
|
)
|
|
(73,089
|
)
|
||||||
Restricted stock granted for 62,994 Shares, net of forfeitures
|
—
|
|
|
2,886
|
|
|
—
|
|
|
2,558
|
|
|
—
|
|
|
5,444
|
|
||||||
Director stock granted for 11,124 shares
|
—
|
|
|
432
|
|
|
—
|
|
|
423
|
|
|
—
|
|
|
855
|
|
||||||
Common stock options exercised of 1,098,023 shares
|
—
|
|
|
7,855
|
|
|
—
|
|
|
36,009
|
|
|
—
|
|
|
43,864
|
|
||||||
Purchase of shares of common stock for treasury of 4,705,081 shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(349,181
|
)
|
|
—
|
|
|
(349,181
|
)
|
||||||
Cash dividends on common stock – $1.04 per share (net of forfeited restricted stock dividends of $47)
|
—
|
|
|
—
|
|
|
(87,380
|
)
|
|
—
|
|
|
—
|
|
|
(87,380
|
)
|
||||||
Stock option expense
|
—
|
|
|
6,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,382
|
|
||||||
Purchase of equity award shares
|
—
|
|
|
(3,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,755
|
)
|
||||||
Balance, October 31, 2014
|
$
|
59,220
|
|
|
$
|
458,409
|
|
|
$
|
1,907,001
|
|
|
$
|
(1,393,869
|
)
|
|
$
|
(19,670
|
)
|
|
$
|
1,011,091
|
|
Net income
|
—
|
|
|
—
|
|
|
399,506
|
|
|
—
|
|
|
—
|
|
|
399,506
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,828
|
)
|
|
(175,828
|
)
|
||||||
Stock-based compensation, net
|
—
|
|
|
10,157
|
|
|
—
|
|
|
3,694
|
|
|
—
|
|
|
13,851
|
|
||||||
Director stock granted for 15,067 shares
|
—
|
|
|
440
|
|
|
—
|
|
|
643
|
|
|
—
|
|
|
1,083
|
|
||||||
Common stock options exercised of 621,237 shares
|
—
|
|
|
3,212
|
|
|
—
|
|
|
19,567
|
|
|
—
|
|
|
22,779
|
|
||||||
Purchase of shares of common stock for treasury of 3,891,545 shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(322,420
|
)
|
|
—
|
|
|
(322,420
|
)
|
||||||
Cash dividends on common stock – $1.20 per share (net of forfeited restricted stock dividends of $11)
|
—
|
|
|
—
|
|
|
(96,879
|
)
|
|
—
|
|
|
—
|
|
|
(96,879
|
)
|
||||||
Stock option expense
|
—
|
|
|
1,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,826
|
|
||||||
Balance, October 30, 2015
|
$
|
59,220
|
|
|
$
|
474,044
|
|
|
$
|
2,209,628
|
|
|
$
|
(1,692,385
|
)
|
|
$
|
(195,498
|
)
|
|
$
|
855,009
|
|
Net income
|
—
|
|
|
—
|
|
|
353,040
|
|
|
—
|
|
|
—
|
|
|
353,040
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,685
|
)
|
|
(21,685
|
)
|
||||||
Stock-based compensation, net
|
—
|
|
|
18,718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,718
|
|
||||||
Restricted stock vested and common stock options exercised of 660,022 shares
|
—
|
|
|
3,158
|
|
|
—
|
|
|
27,884
|
|
|
—
|
|
|
31,042
|
|
||||||
Purchase of shares of common stock for treasury of 221,060 shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,134
|
)
|
|
—
|
|
|
(18,134
|
)
|
||||||
Cash dividends on common stock – $1.32 per share (net of forfeited restricted stock dividends of $14)
|
—
|
|
|
—
|
|
|
(104,567
|
)
|
|
—
|
|
|
—
|
|
|
(104,567
|
)
|
||||||
Balance, October 28, 2016
|
$
|
59,220
|
|
|
$
|
495,920
|
|
|
$
|
2,458,101
|
|
|
$
|
(1,682,635
|
)
|
|
$
|
(217,183
|
)
|
|
$
|
1,113,423
|
|
|
|
October 28, 2016
|
|
|
October 30, 2015
|
|
|
October 31, 2014
|
|
|||
For the Year Ended
|
(52 weeks)
|
|
|
(52 weeks)
|
|
|
(53 weeks)
|
|
||||
Operating Activities:
|
|
|
|
|
|
|
|
|
||||
|
Net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
$
|
345,401
|
|
|
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
|
Depreciation
|
86,216
|
|
|
82,963
|
|
|
92,637
|
|
|||
|
Amortization
|
11,806
|
|
|
9,640
|
|
|
8,273
|
|
|||
|
Stock-based compensation
|
30,250
|
|
|
14,793
|
|
|
28,314
|
|
|||
|
Deferred income taxes
|
(50,206
|
)
|
|
(3,058
|
)
|
|
(2,107
|
)
|
|||
|
(Gain)/loss on asset divestitures
|
(805
|
)
|
|
(51,256
|
)
|
|
(3,301
|
)
|
|||
|
Impairment of certain long-lived assets
|
5,867
|
|
|
—
|
|
|
—
|
|
|||
|
Changes in certain assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
|
(Increase)/decrease in accounts and notes receivable
|
42,837
|
|
|
(83,098
|
)
|
|
(116,566
|
)
|
|||
|
(Increase)/decrease in inventories and other assets
|
(26,136
|
)
|
|
(23,102
|
)
|
|
(105,841
|
)
|
|||
|
Increase/(decrease) in trade accounts payable and other accrued liabilities
|
31,279
|
|
|
48,791
|
|
|
84,111
|
|
|||
|
Increase/(decrease) in income taxes payable
|
9,842
|
|
|
(6,402
|
)
|
|
3,938
|
|
|||
|
Increase/(decrease) in other non-current liabilities
|
(9,645
|
)
|
|
(5,128
|
)
|
|
7,175
|
|
|||
|
Other
|
(1,633
|
)
|
|
(449
|
)
|
|
5,070
|
|
|||
Net cash (used in)/provided by operating activities
|
482,712
|
|
|
383,200
|
|
|
347,104
|
|
||||
Investing Activities:
|
|
|
|
|
|
|
|
|
||||
|
Purchases of property, plant and equipment
|
(120,420
|
)
|
|
(97,126
|
)
|
|
(121,271
|
)
|
|||
|
Acquisition of businesses, net of cash acquired
|
(24,408
|
)
|
|
(346,680
|
)
|
|
—
|
|
|||
|
Proceeds from divestiture of businesses
|
—
|
|
|
54,552
|
|
|
4,716
|
|
|||
|
Cash proceeds on disposal of assets
|
10,128
|
|
|
7,650
|
|
|
3,872
|
|
|||
|
(Increase)/decrease in restricted cash
|
450
|
|
|
1,561
|
|
|
683
|
|
|||
Net cash (used in)/provided by investing activities
|
(134,250
|
)
|
|
(380,043
|
)
|
|
(112,000
|
)
|
||||
Financing Activities:
|
|
|
|
|
|
|
|
|
||||
|
Net proceeds from issuance of debt
|
—
|
|
|
1,187,357
|
|
|
123,867
|
|
|||
|
Payments of debt
|
(2,078
|
)
|
|
(635,686
|
)
|
|
(118,714
|
)
|
|||
|
Net change in other borrowings
|
3,037
|
|
|
(13,988
|
)
|
|
8,937
|
|
|||
|
Net proceeds (repayments) of commercial paper
|
(265,480
|
)
|
|
(61,007
|
)
|
|
66,393
|
|
|||
|
Proceeds from stock options exercised
|
16,416
|
|
|
12,043
|
|
|
24,233
|
|
|||
|
Treasury stock purchases
|
(18,134
|
)
|
|
(322,420
|
)
|
|
(349,181
|
)
|
|||
|
Excess tax benefit from stock-based compensation
|
14,626
|
|
|
13,150
|
|
|
19,161
|
|
|||
|
Dividends paid
|
(104,553
|
)
|
|
(96,890
|
)
|
|
(87,427
|
)
|
|||
Net cash (used in)/provided by financing activities
|
(356,166
|
)
|
|
82,559
|
|
|
(312,731
|
)
|
||||
|
Increase/(decrease) in cash and cash equivalents
|
(7,704
|
)
|
|
85,716
|
|
|
(77,627
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(3,537
|
)
|
|
(27,958
|
)
|
|
(10,320
|
)
|
|||
Cash and cash equivalents at beginning of period
|
185,961
|
|
|
128,203
|
|
|
216,150
|
|
||||
Cash and cash equivalents at end of period
|
$
|
174,720
|
|
|
$
|
185,961
|
|
|
$
|
128,203
|
|
|
Interest and income taxes paid:
|
|
|
|
|
|
|||||||
|
Interest paid, net of amounts capitalized
|
$
|
90,378
|
|
|
$
|
76,847
|
|
|
$
|
65,297
|
|
|
Income taxes paid
|
$
|
120,183
|
|
|
$
|
155,283
|
|
|
$
|
104,291
|
|
|
2016
|
|
|
2015
|
|
||
Manufactured products
|
$
|
287,040
|
|
|
$
|
268,832
|
|
Raw materials, supplies and work-in-progress
|
186,254
|
|
|
183,077
|
|
||
Total inventories
|
$
|
473,294
|
|
|
$
|
451,909
|
|
|
Coatings
|
|
|
Paints
|
|
|
Other
|
|
|
Total
|
|
||||
Balance, October 31, 2014
|
$
|
836,594
|
|
|
$
|
263,855
|
|
|
$
|
25,375
|
|
|
$
|
1,125,824
|
|
Goodwill acquired
|
2,474
|
|
|
214,140
|
|
|
—
|
|
|
216,614
|
|
||||
Goodwill disposed
|
(3,764
|
)
|
|
—
|
|
|
—
|
|
|
(3,764
|
)
|
||||
Currency translation gain (loss)
|
(41,291
|
)
|
|
(7,437
|
)
|
|
(2,243
|
)
|
|
(50,971
|
)
|
||||
Balance, October 30, 2015
|
$
|
794,013
|
|
|
$
|
470,558
|
|
|
$
|
23,132
|
|
|
$
|
1,287,703
|
|
Goodwill acquired
|
11,845
|
|
|
—
|
|
|
—
|
|
|
11,845
|
|
||||
Measurement period adjustment
|
—
|
|
|
(3,521
|
)
|
|
—
|
|
|
(3,521
|
)
|
||||
Currency translation gain (loss)
|
(4,791
|
)
|
|
(6,392
|
)
|
|
(138
|
)
|
|
(11,321
|
)
|
||||
Balance, October 28, 2016
|
$
|
801,067
|
|
|
$
|
460,645
|
|
|
$
|
22,994
|
|
|
$
|
1,284,706
|
|
|
Estimated
Useful Life
|
|
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|||
Balance, October 28, 2016
|
|
|
|
|
|
|
|
|
|
|
|||
Customer lists
|
15 to 40 years
|
|
$
|
328,343
|
|
|
$
|
(87,478
|
)
|
|
$
|
240,865
|
|
Technology
|
Indefinite
|
|
172,381
|
|
|
—
|
|
|
172,381
|
|
|||
Trademarks
|
Indefinite
|
|
202,894
|
|
|
—
|
|
|
202,894
|
|
|||
Other
|
2 to 50 years
|
|
24,246
|
|
|
(14,987
|
)
|
|
9,259
|
|
|||
Total
|
|
|
$
|
727,864
|
|
|
$
|
(102,465
|
)
|
|
$
|
625,399
|
|
Balance, October 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
Customer lists
|
20 to 40 years
|
|
$
|
327,782
|
|
|
$
|
(76,070
|
)
|
|
$
|
251,712
|
|
Technology
|
Indefinite
|
|
175,652
|
|
|
—
|
|
|
175,652
|
|
|||
Trademarks
|
Indefinite
|
|
208,261
|
|
|
—
|
|
|
208,261
|
|
|||
Other
|
10 to 50 years
|
|
22,064
|
|
|
(14,589
|
)
|
|
7,475
|
|
|||
Total
|
|
|
$
|
733,759
|
|
|
$
|
(90,659
|
)
|
|
$
|
643,100
|
|
|
2016
|
|
|
2015
|
|
||
Employee compensation
|
$
|
168,234
|
|
|
$
|
149,838
|
|
Customer volume rebates and incentives
|
98,748
|
|
|
91,933
|
|
||
Uninsured loss reserves and deferred revenue
|
60,343
|
|
|
59,040
|
|
||
Taxes, insurance, professional fees and services
|
42,777
|
|
|
45,755
|
|
||
Interest
|
25,993
|
|
|
25,856
|
|
||
Contribution to employees' retirement trusts
|
24,296
|
|
|
16,218
|
|
||
Advertising and promotions
|
15,242
|
|
|
17,264
|
|
||
Restructuring
|
7,727
|
|
|
12,065
|
|
||
Deferred tax liability
|
576
|
|
|
1,512
|
|
||
Other
|
19,070
|
|
|
23,358
|
|
||
Total other accrued liabilities
|
$
|
463,006
|
|
|
$
|
442,839
|
|
Balance, October 25, 2013
|
$
|
78,818
|
|
Additional net deferred revenue/accrual made during the period
|
8,982
|
|
|
Payments made during the period
|
(7,173
|
)
|
|
Balance, October 31, 2014
|
$
|
80,627
|
|
Additional net deferred revenue/accrual made during the period
|
11,086
|
|
|
Payments made during the period
|
(8,842
|
)
|
|
Balance, October 30, 2015
|
$
|
82,871
|
|
Additional net deferred revenue/accrual made during the period
|
17,275
|
|
|
Payments made during the period
|
(10,108
|
)
|
|
Balance, October 28, 2016
|
$
|
90,038
|
|
•
|
Level 1:
Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2:
Observable inputs based on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in inactive markets.
|
•
|
Level 3:
Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.
|
|
Fair Value at
October 28, 2016 |
|
|
Fair Value Measurements Using Inputs Considered as
|
|||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
39,842
|
|
|
$
|
39,842
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
1
|
857
|
|
|
857
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency contracts
2
|
267
|
|
|
—
|
|
|
267
|
|
|
—
|
|
||||
Deferred compensation plan assets
3
|
12,864
|
|
|
12,864
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
53,830
|
|
|
$
|
53,563
|
|
|
$
|
267
|
|
|
$
|
—
|
|
|
Fair Value at
October 30, 2015 |
|
|
Fair Value Measurements Using Inputs Considered as
|
|||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
26,139
|
|
|
$
|
26,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
1
|
1,307
|
|
|
1,307
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency contracts
2
|
207
|
|
|
—
|
|
|
207
|
|
|
—
|
|
||||
Deferred compensation plan assets
3
|
6,579
|
|
|
6,579
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
34,232
|
|
|
$
|
34,025
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
Fair Value at
October 28, 2016 |
|
|
Fair Value Measurements Using Inputs Considered as
|
|||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||||
Debt
1
|
|
|
|
|
|
|
|
||||||||
Publicly traded debt
|
$
|
1,777,957
|
|
|
$
|
1,777,957
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-publicly traded debt
|
78,398
|
|
|
—
|
|
|
78,398
|
|
|
—
|
|
||||
Total debt
|
$
|
1,856,355
|
|
|
$
|
1,777,957
|
|
|
$
|
78,398
|
|
|
$
|
—
|
|
|
Fair Value at
October 30, 2015 |
|
|
Fair Value Measurements Using Inputs Considered as
|
|||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||||
Debt
1
|
|
|
|
|
|
|
|
|
|
|
|
||||
Publicly traded debt
|
$
|
1,741,003
|
|
|
$
|
1,741,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-publicly traded debt
|
341,086
|
|
|
—
|
|
|
341,086
|
|
|
—
|
|
||||
Total debt
|
$
|
2,082,089
|
|
|
$
|
1,741,003
|
|
|
$
|
341,086
|
|
|
$
|
—
|
|
|
Fair Value at
October 28, 2016 |
|
|
Fair Value at
October 30, 2015 |
|
||
Assets
|
|
|
|
|
|
||
Prepaid expenses and other:
|
|
|
|
|
|
||
Foreign currency contracts
|
$
|
267
|
|
|
$
|
207
|
|
Total assets
|
$
|
267
|
|
|
$
|
207
|
|
For the Year Ended October 28, 2016
|
Amount of Gain
(Loss) Recognized in AOCI |
|
|
Statement of Operations
Classification |
|
Amount of Gain
(Loss) Recognized in Earnings |
|
||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
$
|
60
|
|
|
Other income (expense), net
|
|
$
|
511
|
|
Treasury lock contracts
|
1,191
|
|
|
Interest expense
|
|
(1,191
|
)
|
||
Total derivatives designated as cash flow hedges
|
$
|
1,251
|
|
|
Total
|
|
$
|
(680
|
)
|
For the Year Ended October 30, 2015
|
Amount of Gain
(Loss) Recognized in AOCI |
|
|
Statement of Operations
Classification |
|
Amount of Gain
(Loss) Recognized in Earnings |
|
||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
||
Foreign currency contracts
|
$
|
(248
|
)
|
|
Other income (expense), net
|
|
$
|
1,269
|
|
Treasury lock contracts
|
1,254
|
|
|
Interest expense
|
|
(1,254
|
)
|
||
Total derivatives designated as cash flow hedges
|
$
|
1,006
|
|
|
Total
|
|
$
|
15
|
|
|
2016
|
|
|
2015
|
|
||
Notes to banks
(weighted average interest rate of 2.74% at October 28, 2016 and 9.28% at October 30, 2015) |
$
|
8,950
|
|
|
$
|
6,153
|
|
Commercial paper
(1.00% - 1.10% at October 28, 2016 and 0.43% - 0.50% at October 30, 2015) |
62,389
|
|
|
327,869
|
|
||
Total short-term debt
|
71,339
|
|
|
334,022
|
|
||
Capital leases
|
107
|
|
|
131
|
|
||
Senior notes - due 2017 at 6.05%
|
150,000
|
|
|
—
|
|
||
Total current portion of long-term debt
|
150,107
|
|
|
131
|
|
||
Notes to banks
(weighted average interest rate 1.94% at October 28, 2016 and 0.00 % at October 30, 2015) |
132
|
|
|
6
|
|
||
Capital leases
|
6,820
|
|
|
6,927
|
|
||
Senior notes (at fixed rates)
|
|
|
|
|
|||
Due 2017 at 6.05%
|
—
|
|
|
150,000
|
|
||
Due 2019 at 7.25%
|
300,000
|
|
|
300,000
|
|
||
Due 2022 at 4.20%
|
400,000
|
|
|
400,000
|
|
||
Due 2025 at 3.30%
|
250,000
|
|
|
250,000
|
|
||
Due 2026 at 3.95%
|
350,000
|
|
|
350,000
|
|
||
Due 2045 at 4.40%
|
250,000
|
|
|
250,000
|
|
||
Total long-term debt
|
1,556,952
|
|
|
1,706,933
|
|
||
Total debt
|
$
|
1,778,398
|
|
|
$
|
2,041,086
|
|
|
October 28, 2016
|
||||||
|
Total Outstanding
|
|
|
Facility
Size |
|
||
December 2018 unsecured committed credit revolving facility
1
|
$
|
62,389
|
|
|
$
|
750,000
|
|
Uncommitted bank lines of credit
|
8,950
|
|
|
109,825
|
|
||
Total bank credit facilities
|
$
|
71,339
|
|
|
$
|
859,825
|
|
|
|||||||
|
October 30, 2015
|
||||||
|
Total
Outstanding
|
|
|
Facility
Size
|
|
||
December 2018 unsecured committed credit revolving facility
1
|
$
|
327,869
|
|
|
$
|
750,000
|
|
Uncommitted bank lines of credit
|
6,153
|
|
|
97,512
|
|
||
Total bank credit facilities
|
$
|
334,022
|
|
|
$
|
847,512
|
|
1
|
We have a
$450,000
commercial paper program backed by our
$750,000
bank syndicate committed credit revolving facility, as amended and restated. We pay a
0.15%
per year commitment fee on the full amount of the facility. The facility includes
$62,389
and
$327,869
of commercial paper as of
October 28, 2016
and
October 30, 2015
, respectively.
|
|
Maturities
|
|
|
2017
|
$
|
150,107
|
|
2018
|
126
|
|
|
2019
|
300,000
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
1,256,826
|
|
|
2015
|
|
|
2014
|
|
Expected dividend yield
|
1.7
|
%
|
|
1.4
|
%
|
Expected stock price volatility
|
23.0
|
%
|
|
30.0
|
%
|
Risk-free interest rate
|
1.8
|
%
|
|
2.2
|
%
|
Expected life of options
|
6.7 years
|
|
|
6.8 years
|
|
Weighted average fair value on the date of grant
|
$15.72
|
|
$22.54
|
|
Options
Outstanding
|
|
|
Weighted Average
Exercise Price
per share1
|
|
|
Weighted Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
2
|
|
||
Balance, October 25, 2013
|
6,062,817
|
|
|
$
|
31.37
|
|
|
5.9 years
|
|
$
|
235,887
|
|
Granted
|
297,865
|
|
|
76.50
|
|
|
|
|
|
|||
Exercised
|
(1,098,023
|
)
|
|
25.18
|
|
|
|
|
54,909
|
|
||
Canceled
|
(20,419
|
)
|
|
53.07
|
|
|
|
|
|
|||
Balance, October 31, 2014
|
5,242,240
|
|
|
$
|
35.15
|
|
|
5.5 years
|
|
$
|
246,440
|
|
Granted
|
467,860
|
|
|
72.58
|
|
|
|
|
|
|||
Exercised
|
(621,237
|
)
|
|
28.20
|
|
|
|
|
34,497
|
|
||
Canceled
|
(51,301
|
)
|
|
68.27
|
|
|
|
|
|
|||
Balance, October 30, 2015
|
5,037,562
|
|
|
$
|
39.15
|
|
|
5.2 years
|
|
$
|
210,609
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(684,735
|
)
|
|
26.90
|
|
|
|
|
44,994
|
|
||
Canceled
|
(9,816
|
)
|
|
67.78
|
|
|
|
|
|
|||
Balance, October 28, 2016
|
4,343,011
|
|
|
$
|
41.01
|
|
|
4.6 years
|
|
$
|
246,345
|
|
Exercisable
|
3,927,965
|
|
|
37.63
|
|
|
4.2 years
|
|
236,072
|
|
|
Shares
Outstanding |
|
|
Weighted
Average Grant Date Fair Value |
|
|
Aggregate
Intrinsic Value |
|
||
Balance, Balance, October 25, 2013
|
356,923
|
|
|
$
|
39.54
|
|
|
$
|
25,085
|
|
Granted
|
85,121
|
|
|
74.78
|
|
|
6,366
|
|
||
Vested
|
(139,994
|
)
|
|
35.90
|
|
|
9,831
|
|
||
Forfeited
|
(22,127
|
)
|
|
42.79
|
|
|
(947
|
)
|
||
Balance, Balance, October 31, 2014
|
279,923
|
|
|
$
|
51.82
|
|
|
$
|
22,998
|
|
Granted
|
103,863
|
|
|
86.21
|
|
|
8,954
|
|
||
Vested
|
(154,703
|
)
|
|
38.57
|
|
|
12,948
|
|
||
Forfeited
|
(13,217
|
)
|
|
77.21
|
|
|
(1,021
|
)
|
||
Balance, Balance, October 30, 2015
|
215,866
|
|
|
$
|
76.36
|
|
|
$
|
17,474
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(46,400
|
)
|
|
64.28
|
|
|
3,777
|
|
||
Forfeited
|
(3,429
|
)
|
|
83.72
|
|
|
(287
|
)
|
||
Balance, October 28, 2016
|
166,037
|
|
|
$
|
79.58
|
|
|
$
|
16,227
|
|
|
Units
Outstanding |
|
|
Weighted
Average Grant Date Fair Value |
|
|
Aggregate
Intrinsic Value |
|
||
Balance, October 31, 2014
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
93,938
|
|
|
85.00
|
|
|
7,985
|
|
||
Vested
|
(1,204
|
)
|
|
86.85
|
|
|
(105
|
)
|
||
Forfeited
|
(6,949
|
)
|
|
85.56
|
|
|
(595
|
)
|
||
Balance, October 30, 2015
|
85,785
|
|
|
$
|
84.93
|
|
|
$
|
6,944
|
|
Granted
|
284,950
|
|
|
94.35
|
|
|
26,885
|
|
||
Vested
|
(1,050
|
)
|
|
82.43
|
|
|
82
|
|
||
Forfeited
|
(9,902
|
)
|
|
78.93
|
|
|
(775
|
)
|
||
Balance, October 28, 2016
|
359,783
|
|
|
$
|
92.56
|
|
|
$
|
35,162
|
|
|
Units
Outstanding |
|
|
Weighted
Average Grant Date Fair Value |
|
|
Aggregate
Intrinsic Value |
|
||
Balance, October 31, 2014
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
73,468
|
|
|
87.03
|
|
|
6,394
|
|
||
Vested
|
(1,598
|
)
|
|
87.03
|
|
|
(139
|
)
|
||
Forfeited
|
(5,641
|
)
|
|
87.03
|
|
|
(490
|
)
|
||
Balance, October 30, 2015
|
66,229
|
|
|
$
|
87.03
|
|
|
$
|
5,764
|
|
Granted
|
75,548
|
|
|
78.27
|
|
|
5,913
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(1,288
|
)
|
|
84.41
|
|
|
(244
|
)
|
||
Balance, October 28, 2016
|
140,489
|
|
|
$
|
82.32
|
|
|
$
|
13,574
|
|
|
Units
Outstanding
|
|
|
Weighted
Average
Grant Date
Fair Value
|
|
|
Aggregate
Intrinsic
Value
3
|
|
||
Balance, October 25, 2013
|
598,523
|
|
|
$
|
46.41
|
|
|
$
|
42,064
|
|
Granted
|
143,244
|
|
|
71.50
|
|
|
10,243
|
|
||
Vested
|
(111,798
|
)
|
|
37.62
|
|
|
7,960
|
|
||
Forfeited
|
(33,881
|
)
|
|
51.76
|
|
|
(1,754
|
)
|
||
Balance, October 31, 2014
|
596,088
|
|
|
$
|
53.78
|
|
|
$
|
48,975
|
|
Granted
|
48,081
|
|
|
84.28
|
|
|
4,052
|
|
||
Vested
|
(180,723
|
)
|
|
43.94
|
|
|
(15,273
|
)
|
||
Forfeited
|
(51,630
|
)
|
|
59.30
|
|
|
(3,017
|
)
|
||
Balance, October 30, 2015
|
411,816
|
|
|
$
|
60.99
|
|
|
$
|
33,337
|
|
Granted
|
42,749
|
|
|
79.98
|
|
|
3,419
|
|
||
Vested
|
(85,467
|
)
|
|
64.72
|
|
|
6,954
|
|
||
Forfeited
|
(16,595
|
)
|
|
74.98
|
|
|
(1,244
|
)
|
||
Balance, October 28, 2016
|
352,503
|
|
|
$
|
61.73
|
|
|
$
|
34,450
|
|
|
Pension
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Service cost
|
$
|
2,709
|
|
|
$
|
3,543
|
|
|
$
|
4,358
|
|
Interest cost
|
12,992
|
|
|
13,734
|
|
|
14,848
|
|
|||
Expected return on plan assets
|
(19,115
|
)
|
|
(19,294
|
)
|
|
(19,907
|
)
|
|||
Amortization of prior service cost
|
448
|
|
|
484
|
|
|
480
|
|
|||
Recognized actuarial loss
|
6,532
|
|
|
6,602
|
|
|
6,190
|
|
|||
Net periodic benefit cost
|
3,566
|
|
|
5,069
|
|
|
5,969
|
|
|||
Settlement gain
|
66
|
|
|
(52
|
)
|
|
(422
|
)
|
|||
Curtailment gain
|
—
|
|
|
(2,913
|
)
|
|
—
|
|
|||
Net total benefit cost
|
$
|
3,632
|
|
|
$
|
2,104
|
|
|
$
|
5,547
|
|
|
|||||||||||
|
Post-Retirement Medical
|
||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Service cost
|
$
|
287
|
|
|
$
|
204
|
|
|
$
|
153
|
|
Interest cost
|
358
|
|
|
367
|
|
|
382
|
|
|||
Expected return on plan assets
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Amortization of prior service cost
|
(128
|
)
|
|
(128
|
)
|
|
(128
|
)
|
|||
Recognized actuarial loss
|
385
|
|
|
431
|
|
|
369
|
|
|||
Net periodic benefit cost
|
$
|
902
|
|
|
$
|
874
|
|
|
$
|
776
|
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||||||
Change in Benefit Obligation
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Benefit obligation beginning of year
|
$
|
320,071
|
|
|
$
|
354,403
|
|
|
$
|
8,346
|
|
|
$
|
9,127
|
|
Service cost
|
2,709
|
|
|
3,543
|
|
|
287
|
|
|
204
|
|
||||
Interest cost
|
12,992
|
|
|
13,734
|
|
|
358
|
|
|
367
|
|
||||
Plan participants’ contributions
|
64
|
|
|
179
|
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
105
|
|
|
473
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss/(gain)
|
30,703
|
|
|
37
|
|
|
(306
|
)
|
|
(254
|
)
|
||||
Benefits paid
|
(15,303
|
)
|
|
(14,865
|
)
|
|
(803
|
)
|
|
(1,098
|
)
|
||||
Expenses paid from assets
|
(361
|
)
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
||||
Currency impact
|
(7,705
|
)
|
|
(9,342
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
(6,487
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(21,107
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
343,275
|
|
|
$
|
320,071
|
|
|
$
|
7,882
|
|
|
$
|
8,346
|
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||||||
Change in Plan Assets
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
293,886
|
|
|
$
|
323,874
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
25,663
|
|
|
9,979
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
2,101
|
|
|
3,024
|
|
|
803
|
|
|
1,098
|
|
||||
Plan participants’ contributions
|
64
|
|
|
179
|
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(15,303
|
)
|
|
(14,865
|
)
|
|
(803
|
)
|
|
(1,098
|
)
|
||||
Expenses paid from assets
|
(361
|
)
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
||||
Currency impact
|
(7,326
|
)
|
|
(6,701
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(21,107
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of assets at end of year
|
$
|
298,724
|
|
|
$
|
293,886
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||||||
Funded Status
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Projected benefit obligation
|
$
|
(343,275
|
)
|
|
$
|
(320,071
|
)
|
|
$
|
(7,882
|
)
|
|
$
|
(8,346
|
)
|
Plan assets at fair value
|
298,724
|
|
|
293,886
|
|
|
—
|
|
|
—
|
|
||||
Net funded status - over / (under)
|
$
|
(44,551
|
)
|
|
$
|
(26,185
|
)
|
|
$
|
(7,882
|
)
|
|
$
|
(8,346
|
)
|
Funded status - overfunded plans
|
$
|
1,613
|
|
|
$
|
1,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status - underfunded plans
|
(46,164
|
)
|
|
(27,793
|
)
|
|
(7,882
|
)
|
|
(8,346
|
)
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||||||
Amounts Recognized in Balance Sheet
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Noncurrent assets
|
$
|
1,613
|
|
|
$
|
1,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(577
|
)
|
|
(663
|
)
|
|
(677
|
)
|
|
(759
|
)
|
||||
Noncurrent liabilities
|
(45,587
|
)
|
|
(27,130
|
)
|
|
(7,205
|
)
|
|
(7,587
|
)
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Projected/accumulated post-retirement benefit obligation
|
$
|
336,597
|
|
|
$
|
313,799
|
|
|
$
|
7,882
|
|
|
$
|
8,346
|
|
Accumulated benefit obligation
|
332,634
|
|
|
309,878
|
|
|
N/A
|
|
|
N/A
|
|
||||
Fair value of plan assets
|
290,434
|
|
|
286,006
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
2015
|
||
Projected benefit obligation
|
$
|
336,597
|
|
|
$
|
313,799
|
|
|
N/A
|
|
N/A
|
Accumulated benefit obligation
|
332,634
|
|
|
309,878
|
|
|
N/A
|
|
N/A
|
||
Fair value of plan assets
|
290,434
|
|
|
286,006
|
|
|
N/A
|
|
N/A
|
|
Pension
|
|
Post-Retirement Medical
|
||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
2015
|
||
Projected benefit obligation
|
$
|
6,677
|
|
|
$
|
6,272
|
|
|
N/A
|
|
N/A
|
Accumulated benefit obligation
|
6,638
|
|
|
6,195
|
|
|
N/A
|
|
N/A
|
||
Fair value of plan assets
|
8,290
|
|
|
7,880
|
|
|
N/A
|
|
N/A
|
|
Pension Plans
|
|||||||
Asset Allocation
|
2016
|
|
|
2015
|
|
|
Target
Allocation
|
|
Equity securities
|
57
|
%
|
|
60
|
%
|
|
50% - 60%
|
|
Debt securities
|
42
|
%
|
|
39
|
%
|
|
40% - 50%
|
|
Other
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value at
|
|
Fair Value Measurements Using Inputs Considered as
|
||||||||||||
|
October 28, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Domestic Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commingled trust
|
$
|
80,056
|
|
|
$
|
—
|
|
|
$
|
80,056
|
|
|
$
|
—
|
|
Mutual fund
|
29,184
|
|
|
29,184
|
|
|
—
|
|
|
—
|
|
||||
International Equity Securities
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
60,043
|
|
|
27,365
|
|
|
32,678
|
|
|
—
|
|
||||
Total equity securities
|
169,283
|
|
|
56,549
|
|
|
112,734
|
|
|
—
|
|
||||
Domestic Fixed Income
|
|
|
|
|
|
|
|
||||||||
Mutual fund
|
94,468
|
|
|
94,468
|
|
|
—
|
|
|
—
|
|
||||
International Fixed Income
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
15,827
|
|
|
—
|
|
|
15,827
|
|
|
—
|
|
||||
Mutual funds
|
14,017
|
|
|
—
|
|
|
14,017
|
|
|
—
|
|
||||
Total fixed income
|
124,312
|
|
|
94,468
|
|
|
29,844
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
||||||||
Cash
|
2,888
|
|
|
2,888
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
2,241
|
|
|
—
|
|
|
1,741
|
|
|
500
|
|
||||
Total other investments
|
5,129
|
|
|
2,888
|
|
|
1,741
|
|
|
500
|
|
||||
Total
|
$
|
298,724
|
|
|
$
|
153,905
|
|
|
$
|
144,319
|
|
|
$
|
500
|
|
|
Fair Value at
|
|
Fair Value Measurements Using Inputs Considered as
|
||||||||||||
|
October 30, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Domestic Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commingled trust
|
$
|
80,473
|
|
|
$
|
—
|
|
|
$
|
80,473
|
|
|
$
|
—
|
|
Mutual fund
|
29,670
|
|
|
29,670
|
|
|
—
|
|
|
—
|
|
||||
International Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
|
65,921
|
|
|
30,059
|
|
|
35,862
|
|
|
—
|
|
||||
Total equity securities
|
176,064
|
|
|
59,729
|
|
|
116,335
|
|
|
—
|
|
||||
Domestic Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual fund
|
89,934
|
|
|
89,934
|
|
|
—
|
|
|
—
|
|
||||
International Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities
|
10,104
|
|
|
—
|
|
|
10,104
|
|
|
—
|
|
||||
Mutual funds
|
13,212
|
|
|
—
|
|
|
13,212
|
|
|
—
|
|
||||
Total fixed income
|
113,250
|
|
|
89,934
|
|
|
23,316
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
3,205
|
|
|
3,205
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
1,367
|
|
|
—
|
|
|
867
|
|
|
500
|
|
||||
Total other investments
|
4,572
|
|
|
3,205
|
|
|
867
|
|
|
500
|
|
||||
Total
|
$
|
293,886
|
|
|
$
|
152,868
|
|
|
$
|
140,518
|
|
|
$
|
500
|
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
||||||
Balance, October 31, 2014
|
$
|
20,774
|
|
|
$
|
500
|
|
|
$
|
20,274
|
|
Actual return on plan assets relating to assets still held at reporting date
|
1,507
|
|
|
—
|
|
|
1,507
|
|
|||
Purchases
|
336
|
|
|
—
|
|
|
336
|
|
|||
Settlements
|
(21,133
|
)
|
|
—
|
|
|
(21,133
|
)
|
|||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Currency impact
|
(984
|
)
|
|
—
|
|
|
(984
|
)
|
|||
Balance, October 30, 2015
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
Actual return on plan assets relating to assets still held at reporting date
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|||
Currency impact
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, October 28, 2016
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
Pension
|
|
Post-retirement
Medical
|
||||
2017
|
$
|
16,036
|
|
|
$
|
691
|
|
2018
|
16,040
|
|
|
592
|
|
||
2019
|
16,576
|
|
|
549
|
|
||
2020
|
17,199
|
|
|
533
|
|
||
2021
|
17,382
|
|
|
482
|
|
||
2022- 2026
|
91,115
|
|
|
2,166
|
|
||
Total
|
$
|
174,348
|
|
|
$
|
5,013
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Domestic
|
$
|
270,423
|
|
|
$
|
353,068
|
|
|
$
|
349,174
|
|
Foreign
|
164,096
|
|
|
210,733
|
|
|
142,708
|
|
|||
Total income before income taxes
|
$
|
434,519
|
|
|
$
|
563,801
|
|
|
$
|
491,882
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
77,173
|
|
|
$
|
92,820
|
|
|
$
|
86,698
|
|
State
|
10,852
|
|
|
12,911
|
|
|
9,908
|
|
|||
Foreign
|
43,660
|
|
|
61,622
|
|
|
51,982
|
|
|||
Total current
|
$
|
131,685
|
|
|
$
|
167,353
|
|
|
$
|
148,588
|
|
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(36,739
|
)
|
|
$
|
2,192
|
|
|
$
|
20,166
|
|
State
|
(3,201
|
)
|
|
1,236
|
|
|
436
|
|
|||
Foreign
|
(10,266
|
)
|
|
(6,486
|
)
|
|
(22,709
|
)
|
|||
Total deferred
|
(50,206
|
)
|
|
(3,058
|
)
|
|
(2,107
|
)
|
|||
Total income taxes
|
$
|
81,479
|
|
|
$
|
164,295
|
|
|
$
|
146,481
|
|
|
2016
|
|
|
2015
|
|
||
Deferred Tax Assets
|
|
|
|
|
|
||
Insurance reserves
|
$
|
7,860
|
|
|
$
|
7,261
|
|
Compensation
|
46,815
|
|
|
40,716
|
|
||
Deferred revenue
|
16,722
|
|
|
13,163
|
|
||
Pension
|
14,888
|
|
|
8,519
|
|
||
Accrued expenses
|
32,581
|
|
|
30,424
|
|
||
Tax credits and carryforwards
|
49,957
|
|
|
27,164
|
|
||
Other
|
12,414
|
|
|
12,180
|
|
||
|
181,237
|
|
|
139,427
|
|
||
Less: valuation allowance
|
(7,996
|
)
|
|
(15,872
|
)
|
||
Total deferred tax assets
|
$
|
173,241
|
|
|
$
|
123,555
|
|
Deferred Tax Liabilities
|
|
|
|
|
|
||
Prepaids
|
$
|
(19,486
|
)
|
|
$
|
(20,360
|
)
|
Tax in excess of book depreciation
|
(35,432
|
)
|
|
(32,701
|
)
|
||
LIFO
|
(18,642
|
)
|
|
(20,622
|
)
|
||
Intangible assets
|
(238,870
|
)
|
|
(235,139
|
)
|
||
Other
|
—
|
|
|
(8,415
|
)
|
||
Total deferred tax liabilities
|
(312,430
|
)
|
|
(317,237
|
)
|
||
Net deferred tax liabilities
|
$
|
(139,189
|
)
|
|
$
|
(193,682
|
)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Tax (benefit) at U.S. statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.5
|
%
|
|
1.5
|
%
|
|
1.3
|
%
|
Domestic manufacturing activities
|
(1.8
|
)%
|
|
(1.5
|
)%
|
|
(1.6
|
)%
|
Tax credit on foreign dividends
|
(6.3
|
)%
|
|
(2.3
|
)%
|
|
—
|
%
|
Non-U.S. taxes
|
(3.7
|
)%
|
|
(3.2
|
)%
|
|
(2.4
|
)%
|
Valuation allowance
|
(1.8
|
)%
|
|
—
|
%
|
|
(1.8
|
)%
|
Research and Development Credit
|
(3.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
(0.8
|
)%
|
|
(0.4
|
)%
|
|
(0.7
|
)%
|
Total effective income tax rate
|
18.8
|
%
|
|
29.1
|
%
|
|
29.8
|
%
|
Unrecognized tax benefits at October 25, 2013
|
$
|
15,363
|
|
Increases in tax positions for prior years
|
3,004
|
|
|
Decreases in tax positions for prior years
|
(217
|
)
|
|
Increases in tax positions for current year
|
3,029
|
|
|
Settlements
|
—
|
|
|
Lapse in statute of limitations
|
(2,413
|
)
|
|
Unrecognized tax benefits at October 31, 2014
|
$
|
18,766
|
|
Increases in tax positions for prior years
|
2,096
|
|
|
Decreases in tax positions for prior years
|
(23
|
)
|
|
Increases in tax positions for current year
|
390
|
|
|
Settlements
|
(3,485
|
)
|
|
Lapse in statute of limitations
|
(2,144
|
)
|
|
Unrecognized tax benefits at October 30, 2015
|
$
|
15,600
|
|
Increases in tax positions for prior years
|
2,734
|
|
|
Decreases in tax positions for prior years
|
(264
|
)
|
|
Increases in tax positions for current year
|
2,791
|
|
|
Settlements
|
—
|
|
|
Lapse in statute of limitations
|
(1,794
|
)
|
|
Unrecognized tax benefits at October 28, 2016
|
$
|
19,067
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Basic
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
$
|
345,401
|
|
Weighted-average common shares outstanding - basic
|
79,009,955
|
|
|
80,429,741
|
|
|
83,710,111
|
|
|||
Net income per common share - basic
|
$
|
4.47
|
|
|
$
|
4.97
|
|
|
$
|
4.13
|
|
Diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
353,040
|
|
|
$
|
399,506
|
|
|
$
|
345,401
|
|
Weighted-average common shares outstanding - basic
|
79,009,955
|
|
|
80,429,741
|
|
|
83,710,111
|
|
|||
Diluted effect of stock options and unvested restricted stock
|
2,010,021
|
|
|
2,016,962
|
|
|
2,335,946
|
|
|||
Weighted-average common shares outstanding - diluted
|
81,019,976
|
|
|
82,446,703
|
|
|
86,046,057
|
|
|||
Net income per common share - diluted
|
$
|
4.36
|
|
|
$
|
4.85
|
|
|
$
|
4.01
|
|
|
Foreign Currency Translation
|
|
|
Benefit Obligations
|
|
|
Financial Instruments
|
|
|
Accumulated Other Comprehensive Income (loss)
|
|
||||
Balance, October 25, 2013
|
$
|
133,603
|
|
|
$
|
(70,940
|
)
|
|
$
|
(9,244
|
)
|
|
$
|
53,419
|
|
Other comprehensive income before reclassifications
|
(62,783
|
)
|
|
—
|
|
|
3,421
|
|
|
(59,362
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(11,462
|
)
|
|
(2,265
|
)
|
|
(13,727
|
)
|
||||
Balance, October 31, 2014
|
$
|
70,820
|
|
|
$
|
(82,402
|
)
|
|
$
|
(8,088
|
)
|
|
$
|
(19,670
|
)
|
Other comprehensive income before reclassifications
|
(178,309
|
)
|
|
—
|
|
|
991
|
|
|
(177,318
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
1,861
|
|
|
(371
|
)
|
|
1,490
|
|
||||
Balance, October 30, 2015
|
$
|
(107,489
|
)
|
|
$
|
(80,541
|
)
|
|
$
|
(7,468
|
)
|
|
$
|
(195,498
|
)
|
Other comprehensive income before reclassifications
|
(12,167
|
)
|
|
(17,525
|
)
|
|
549
|
|
|
(29,143
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
7,237
|
|
|
221
|
|
|
7,458
|
|
||||
Balance, October 28, 2016
|
$
|
(119,656
|
)
|
|
$
|
(90,829
|
)
|
|
$
|
(6,698
|
)
|
|
$
|
(217,183
|
)
|
For the Year Ended
|
October 28, 2016
|
|
|
October 30, 2015
|
|
|
October 31, 2014
|
|
|||||
Foreign currency translation
|
$
|
(12,167
|
)
|
|
$
|
(178,309
|
)
|
|
$
|
(62,783
|
)
|
||
Defined Benefit Pension and Post-Retirement Plan Adjustment
|
|
|
|
|
|
||||||||
(Increase)/decrease in net loss
|
(21,428
|
)
|
|
(3,872
|
)
|
|
(24,201
|
)
|
|||||
Reclassification for recognition of net loss included in net periodic benefit cost
|
6,917
|
|
|
7,033
|
|
|
6,559
|
|
|||||
(Increase)/decrease in net prior service cost
|
(106
|
)
|
|
(577
|
)
|
|
128
|
|
|||||
Reclassification for amortization of prior service (credit) cost included in net periodic pension cost
|
320
|
|
|
356
|
|
|
352
|
|
|||||
Income tax benefit (provision)
|
4,009
|
|
|
(1,079
|
)
|
|
5,700
|
|
|||||
Defined benefit pension and post-retirement plan adjustment
|
(10,288
|
)
|
|
1,861
|
|
|
(11,462
|
)
|
|||||
Unrealized Gain (Loss) on Financial Instruments
|
|
|
|
|
|
||||||||
Net unrealized holding gains (losses)
|
571
|
|
|
991
|
|
|
3,421
|
|
|||||
Reclassification adjustment for net gains (losses) included in net income
|
680
|
|
|
15
|
|
|
(1,542
|
)
|
|||||
Income tax benefit (provision)
|
(481
|
)
|
|
(386
|
)
|
|
(723
|
)
|
|||||
Unrealized gain (loss) on financial instruments
|
770
|
|
|
620
|
|
|
1,156
|
|
|||||
Other comprehensive income (loss)
|
$
|
(21,685
|
)
|
|
$
|
(175,828
|
)
|
|
$
|
(73,089
|
)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||
Cost of sales
|
$
|
2,901
|
|
|
$
|
3,003
|
|
|
$
|
2,656
|
|
||
Research and development
|
926
|
|
|
885
|
|
|
964
|
|
|||||
Selling, general and administrative
|
3,410
|
|
|
3,501
|
|
|
3,291
|
|
|||||
Total before income taxes
|
$
|
7,237
|
|
|
$
|
7,389
|
|
|
$
|
6,911
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net Sales
|
|
|
|
|
|
|
|
|
|||
Coatings
|
$
|
2,388,133
|
|
|
$
|
2,496,528
|
|
|
$
|
2,585,416
|
|
Paints
|
1,564,531
|
|
|
1,661,186
|
|
|
1,806,051
|
|
|||
Other and Administrative
|
426,539
|
|
|
448,006
|
|
|
412,073
|
|
|||
Less inter-segment sales
|
(188,651
|
)
|
|
(213,098
|
)
|
|
(177,916
|
)
|
|||
Total net sales
|
$
|
4,190,552
|
|
|
$
|
4,392,622
|
|
|
$
|
4,625,624
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
EBIT
|
|
|
|
|
|
|
|
|
|||
Coatings
|
$
|
444,190
|
|
|
$
|
483,649
|
|
|
$
|
389,390
|
|
Paints
|
149,539
|
|
|
173,435
|
|
|
192,222
|
|
|||
Other and Administrative
|
(68,650
|
)
|
|
(11,935
|
)
|
|
(24,400
|
)
|
|||
Total EBIT
|
525,079
|
|
|
645,149
|
|
|
557,212
|
|
|||
Interest expense
|
90,560
|
|
|
81,348
|
|
|
65,330
|
|
|||
Income before income taxes
|
$
|
434,519
|
|
|
$
|
563,801
|
|
|
$
|
491,882
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|||
Coatings
|
$
|
44,581
|
|
|
$
|
45,442
|
|
|
$
|
54,039
|
|
Paints
|
33,694
|
|
|
28,907
|
|
|
30,676
|
|
|||
Other and Administrative
|
19,747
|
|
|
18,254
|
|
|
16,195
|
|
|||
Total depreciation and amortization
|
$
|
98,022
|
|
|
$
|
92,603
|
|
|
$
|
100,910
|
|
|
2016
|
|
|
2015
|
|
||
Identifiable Assets
|
|
|
|
|
|
||
Coatings
|
$
|
2,327,740
|
|
|
$
|
2,268,649
|
|
Paints
|
1,553,597
|
|
|
1,616,919
|
|
||
Other and Administrative
1
|
433,213
|
|
|
433,007
|
|
||
Total identifiable assets
|
$
|
4,314,550
|
|
|
$
|
4,318,575
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Capital Expenditures
|
|
|
|
|
|
|
|
|
|||
Coatings
|
$
|
80,370
|
|
|
$
|
53,459
|
|
|
$
|
47,122
|
|
Paints
|
16,251
|
|
|
16,623
|
|
|
42,313
|
|
|||
Other and Administrative
|
23,799
|
|
|
27,044
|
|
|
31,836
|
|
|||
Total capital expenditures
|
$
|
120,420
|
|
|
$
|
97,126
|
|
|
$
|
121,271
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net Sales - External
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
2,321,228
|
|
|
$
|
2,381,677
|
|
|
$
|
2,478,770
|
|
China
|
467,650
|
|
|
545,750
|
|
|
524,368
|
|
|||
Australia
|
263,624
|
|
|
294,726
|
|
|
352,540
|
|
|||
Other Countries
|
1,138,050
|
|
|
1,170,469
|
|
|
1,269,946
|
|
|||
Total net sales - external
|
$
|
4,190,552
|
|
|
$
|
4,392,622
|
|
|
$
|
4,625,624
|
|
|
2016
|
|
|
2015
|
|
||
Long-lived Assets
|
|
|
|
|
|
||
United States
|
$
|
1,737,776
|
|
|
$
|
1,743,104
|
|
China
|
482,307
|
|
|
506,912
|
|
||
Australia
|
88,921
|
|
|
82,275
|
|
||
Other Countries
|
269,544
|
|
|
231,277
|
|
||
Total long-lived assets
|
$
|
2,578,548
|
|
|
$
|
2,563,568
|
|
|
Capital leases
|
|
Operating leases
|
|
||
2017
|
$
|
1,047
|
|
$
|
32,656
|
|
2018
|
1,047
|
|
25,151
|
|
||
2019
|
1,047
|
|
17,658
|
|
||
2020
|
1,047
|
|
11,182
|
|
||
2021
|
1,047
|
|
9,316
|
|
||
2022 and beyond
|
12,996
|
|
32,635
|
|
||
Total minimum future lease rental payments
|
$
|
18,231
|
|
$
|
128,598
|
|
Less amount representing interest
|
(11,304
|
)
|
N/A
|
|
||
Present value of net minimum capital lease payments
|
6,927
|
|
N/A
|
|
||
Less current portion of capital leases
|
(107
|
)
|
N/A
|
|
||
Obligations under capital leases, excluding current portion
|
$
|
6,820
|
|
N/A
|
|
|
2016
|
|
2015
|
|
||
Building
|
$
|
5,377
|
|
$
|
5,377
|
|
Equipment
|
—
|
|
98
|
|
||
Less accumulated amortization
|
(365
|
)
|
(164
|
)
|
||
Net plant and equipment under capital leases
|
$
|
5,012
|
|
$
|
5,311
|
|
For the Year Ended October 28, 2016
|
Liability Beginning Balance
10/30/2015 |
|
|
Expense
|
|
|
Payments and Other Activity
|
|
|
Liability Ending Balance
10/28/2016 |
|
||||
Coatings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
$
|
6,679
|
|
|
$
|
41
|
|
|
$
|
(5,264
|
)
|
|
$
|
1,456
|
|
Asset-related charges
|
—
|
|
|
(60
|
)
|
|
60
|
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
—
|
|
|
600
|
|
|
(175
|
)
|
|
425
|
|
||||
Total Coatings
|
6,679
|
|
|
581
|
|
|
(5,379
|
)
|
|
1,881
|
|
||||
Paints
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
6,004
|
|
|
6,216
|
|
|
(8,499
|
)
|
|
3,721
|
|
||||
Asset-related charges
|
—
|
|
|
7,418
|
|
|
(7,418
|
)
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
1,069
|
|
|
2,605
|
|
|
(2,818
|
)
|
|
856
|
|
||||
Total Paints
|
7,073
|
|
|
16,239
|
|
|
(18,735
|
)
|
|
4,577
|
|
||||
Other and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
38
|
|
|
1,685
|
|
|
(454
|
)
|
|
1,269
|
|
||||
Total Other and Administrative
|
38
|
|
|
1,685
|
|
|
(454
|
)
|
|
1,269
|
|
||||
Total
|
$
|
13,790
|
|
|
$
|
18,505
|
|
|
$
|
(24,568
|
)
|
|
$
|
7,727
|
|
For the Year Ended October 30, 2015
|
Liability Beginning Balance 10/31/2014
|
|
|
Expense
|
|
|
Payments and Other Activity
|
|
|
Liability Ending Balance
10/30/2015 |
|
||||
Coatings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
$
|
8,711
|
|
|
$
|
7,708
|
|
|
$
|
(9,740
|
)
|
|
$
|
6,679
|
|
Asset-related charges
|
—
|
|
|
1,306
|
|
|
(1,306
|
)
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
4,437
|
|
|
560
|
|
|
(4,997
|
)
|
|
—
|
|
||||
Total Coatings
|
13,148
|
|
|
9,574
|
|
|
(16,043
|
)
|
|
6,679
|
|
||||
Paints
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
803
|
|
|
8,160
|
|
|
(2,959
|
)
|
|
6,004
|
|
||||
Asset-related charges
|
—
|
|
|
1,536
|
|
|
(1,536
|
)
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
1,901
|
|
|
2,217
|
|
|
(3,049
|
)
|
|
1,069
|
|
||||
Total Paints
|
2,704
|
|
|
11,913
|
|
|
(7,544
|
)
|
|
7,073
|
|
||||
Other and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
152
|
|
|
82
|
|
|
(196
|
)
|
|
38
|
|
||||
Total Other and Administrative
|
152
|
|
|
82
|
|
|
(196
|
)
|
|
38
|
|
||||
Total
|
$
|
16,004
|
|
|
$
|
21,569
|
|
|
$
|
(23,783
|
)
|
|
$
|
13,790
|
|
For the Year Ended October 31, 2014
|
Liability Beginning Balance 10/25/2013
|
|
|
Expense
|
|
|
Payments and Other Activity
|
|
|
Liability Ending Balance
10/31/2014 |
|
||||
Coatings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
$
|
18,899
|
|
|
$
|
10,668
|
|
|
$
|
(20,856
|
)
|
|
$
|
8,711
|
|
Asset-related charges
|
—
|
|
|
9,572
|
|
|
(9,572
|
)
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
119
|
|
|
8,662
|
|
|
(4,344
|
)
|
|
4,437
|
|
||||
Total Coatings
|
19,018
|
|
|
28,902
|
|
|
(34,772
|
)
|
|
13,148
|
|
||||
Paints
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
6,118
|
|
|
6,593
|
|
|
(11,908
|
)
|
|
803
|
|
||||
Asset-related charges
|
—
|
|
|
1,569
|
|
|
(1,569
|
)
|
|
—
|
|
||||
Exit costs (consulting/site clean-up)
|
2,196
|
|
|
3,772
|
|
|
(4,067
|
)
|
|
1,901
|
|
||||
Total Paints
|
8,314
|
|
|
11,934
|
|
|
(17,544
|
)
|
|
2,704
|
|
||||
Other and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and employee benefits
|
1,791
|
|
|
303
|
|
|
(1,942
|
)
|
|
152
|
|
||||
Total Other and Administrative
|
1,791
|
|
|
303
|
|
|
(1,942
|
)
|
|
152
|
|
||||
Total
|
$
|
29,123
|
|
|
$
|
41,139
|
|
|
$
|
(54,258
|
)
|
|
$
|
16,004
|
|
For the Year Ended
|
October 28, 2016
|
|
|
October 30, 2015
|
|
|
October 31, 2014
|
|
|||
Cost of sales
|
$
|
9,906
|
|
|
$
|
14,007
|
|
|
$
|
28,471
|
|
Research and development
|
(13
|
)
|
|
552
|
|
|
2,247
|
|
|||
Selling, general and administrative
|
8,612
|
|
|
7,010
|
|
|
10,421
|
|
|||
Total restructuring charges
|
$
|
18,505
|
|
|
$
|
21,569
|
|
|
$
|
41,139
|
|
|
Net Sales
|
|
|
Gross Profit
|
|
|
Net Income
|
|
|
Net Income per Common Share - Basic
|
|
Net Income per Common Share - Diluted
|
|||||||
2016 Quarter Ended
|
|
|
|
|
|
|
|
|
|
||||||||||
January 29,
|
$
|
885,756
|
|
|
$
|
318,627
|
|
|
$
|
52,431
|
|
|
$
|
0.67
|
|
|
$
|
0.65
|
|
April 29,
|
1,056,797
|
|
|
401,441
|
|
|
80,027
|
|
|
1.01
|
|
|
0.99
|
|
|||||
July 29,
|
1,141,942
|
|
|
421,947
|
|
|
116,988
|
|
|
1.48
|
|
|
1.44
|
|
|||||
October 28,
|
1,106,057
|
|
|
393,569
|
|
|
103,594
|
|
|
1.31
|
|
|
1.27
|
|
|||||
|
$
|
4,190,552
|
|
|
$
|
1,535,584
|
|
|
$
|
353,040
|
|
|
$
|
4.47
|
|
|
$
|
4.36
|
|
2015 Quarter Ended
|
|
|
|
|
|
|
|
|
|
||||||||||
January 30,
|
$
|
1,014,669
|
|
|
$
|
333,292
|
|
|
$
|
103,974
|
|
|
$
|
1.27
|
|
|
$
|
1.24
|
|
May 1,
|
1,079,289
|
|
|
393,203
|
|
|
90,314
|
|
|
1.12
|
|
|
1.09
|
|
|||||
July 31,
|
1,149,126
|
|
|
411,283
|
|
|
102,862
|
|
|
1.29
|
|
|
1.25
|
|
|||||
October 30,
|
1,149,538
|
|
|
413,611
|
|
|
102,356
|
|
|
1.29
|
|
|
1.26
|
|
|||||
|
$
|
4,392,622
|
|
|
$
|
1,551,389
|
|
|
$
|
399,506
|
|
|
$
|
4.97
|
|
|
$
|
4.85
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Name
|
Age
|
Position
|
Gary E. Hendrickson
|
60
|
Chairman since June 2012, Chief Executive Officer since June 2011 and President since February 2008
|
James L. Muehlbauer
|
55
|
Executive Vice President and Chief Financial and Administrative Officer since March 2013
|
Rolf Engh
|
63
|
Executive Vice President since July 2005, General Counsel and Secretary since April 1993
|
Howard Heckes
|
51
|
Executive Vice President and President, Global Coatings since December 2014
|
Les Ireland
|
52
|
Executive Vice President and President, Global Consumer Paints since December 2014
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
36
–66
|
|
|
|
|
64
|
|
(2)
|
Financial Statement Schedules
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of March 19, 2016, by and among The Valspar Corporation, The Sherwin-Williams Company and Viking Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on March 21, 2016)
|
|
|
|
|
3.1
|
|
|
Certificate of Incorporation – as amended to and including June 30, 1970, with further amendments to Article Four dated February 29, 1984, February 25, 1986, February 26, 1992, February 26, 1997 and May 22, 2003 and to Article Eleven dated February 25, 1987 (incorporated by reference to Form 10-K for the period ended October 31, 1997, amendment filed with Form 10-Q for the quarter ended April 25, 2003)
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of The Valspar Corporation (as amended and restated through March 19, 2016) (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 21, 2016)
|
|
|
|
|
4.1
|
|
|
Indenture dated April 24, 2002, between the Registrant and Bank One Trust Company, N.A., as Trustee, relating to Registrant’s 6% Notes due 2007 (The Bank of New York Trust Company, N.A. is the successor in interest to Bank One) (incorporated by reference to Form 10-K for the period ended October 25, 2002, amendment filed with Form 10-Q for the quarter ended April 30, 2004)
|
|
|
|
|
4.2
|
|
|
Second Supplemental Indenture, dated as of April 17, 2007, to indenture dated as of April 24, 2002, between the Registrant and The Bank of New York Trust Company, N.A. relating to the Registrant’s 5.625% Notes due 2012 and 6.050% Notes due 2017 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 18, 2007)
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
4.3
|
|
|
Indenture dated July 15, 2005 between the Registrant and The Bank of New York Trust Company, N.A., as Trustee, relating to the Company’s 5.100% Notes due 2015, including form of Registrant’s 5.100% Notes due 2015 (incorporated by reference to Form 8-K filed on July 18, 2005)
|
|
|
|
|
4.4
|
|
|
Third Supplemental Indenture, between the Registrant and U.S. Bank, National Association, as Trustee, dated June 19, 2009, to Indenture dated April 24, 2002, between the Registrant and The Bank of New York Trust Company, N.A. relating to the Registrant’s 7.250% Notes due 2019 (incorporated by reference to Form 8-K filed on June 23, 2009)
|
|
|
|
|
4.5
|
|
|
Fourth Supplemental Indenture, between the Registrant and U.S. Bank, National Association, as Series Trustee, and The Bank of New York Mellon Trust Company, N.A., as Original Trustee, dated January 13, 2012, to Indenture dated April 24, 2002, between the Registrant and The Bank of New York Mellon Trust Company, N.A. relating to the Registrant’s 4.200% Notes due 2022 (incorporated by reference to Form 8-K filed on January 17, 2012)
|
|
|
|
|
4.6
|
|
|
Fifth Supplemental Indenture, among the Registrant, The Bank of New York Mellon Trust Company, N.A.
(as successor to Bank One Trust Company, N.A.) and U.S. Bank National Association, as series trustee,
dated as of January 21, 2015, to Indenture dated as of April 24, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) (incorporated by reference to Form 8-K filed on January 21, 2015)
|
|
|
|
|
4.7
|
|
|
Sixth Supplemental Indenture, among the Registrant, The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) and U.S. Bank National Association, as series trustee, dated as of July 27, 2015, to Indenture dated as of April 24, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) (incorporated by reference to Form 8-K filed on July 28, 2015)
|
|
|
|
|
10.1
|
|
|
The Valspar Corporation Key Employees’ Supplementary Retirement Plan, restated effective October 15, 2008 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.2
|
|
|
The Valspar Corporation 1991 Stock Option Plan – as amended through August 21, 2007 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.3
|
|
|
The Valspar Corporation Stock Option Plan for Non-Employee Directors – as amended through October 17, 2007 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.4
|
|
|
Form of Change in Control Employment Agreement between the Registrant and the Registrant’s Named Executives – as amended through December 10, 2008 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.5
|
|
|
Form of Nonstatutory Stock Option Agreement for Officers under the Corporation’s 1991 Stock Option Plan – as amended August 21, 2007 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.6
|
|
|
Amended and Restated Credit Agreement, dated as of December 16, 2013, by and among the registrant, certain subsidiaries of the registrant, Wells Fargo Bank, National Association, as administrative agent for the lenders and an issuing bank and lender, Bank of America, N.A., as syndication agent and an issuing bank and lender, and certain other lenders (incorporated by reference to Form 8-K filed on December 18, 2013)
|
|
|
|
|
10.7
|
|
|
Form of Stock Option Granted to Non-Employee Directors – as amended October 17, 2007 (incorporated by reference to Form 10-K for the period ended October 31, 2008)*
|
|
|
|
|
10.8
|
|
|
Form of Stock Option Granted to Certain Executive Officers (incorporated by reference to Form 10-Q for the quarter ended April 28, 2006)*
|
|
|
|
|
10.9
|
|
|
The Valspar Corporation 2009 Omnibus Equity Plan (as amended through February 15, 2012) (incorporated by reference to Form 10-Q for the quarter ended April 27, 2012)*
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
10.10
|
|
|
Amendment to The Valspar Corporation 2009 Omnibus Equity Plan (incorporated by reference to Form 8-K filed on October 6, 2014)*
|
|
|
|
|
10.11
|
|
|
Form of Indemnification Letter Agreement to Non-Employee Directors and Certain Executive Officers (incorporated by reference to Form 10-Q for the quarter ended January 30, 2009)*
|
|
|
|
|
10.12
|
|
|
Term Sheet for Compensation Program for Non-Employee Directors (incorporated by reference to Form 8-K filed on October 23, 2009)*
|
|
|
|
|
10.13
|
|
|
Letter Agreement between Registrant and Gary E. Hendrickson dated as of February 17, 2011 (incorporated by reference to Form 10-Q filed for the quarter ended January 28, 2011)*
|
|
|
|
|
10.14
|
|
|
Confidentiality and Noncompetition Agreement between Registrant and Gary E. Hendrickson dated as of February 17, 2011 (incorporated by reference to Form 10-Q filed for the quarter ended January 28, 2011)
|
|
|
|
|
10.15
|
|
|
Restricted Stock Unit Agreement between Registrant and Gary E. Hendrickson dated effective as of June 1, 2011 (incorporated by reference to Form 10-Q filed for the quarter ended January 28, 2011)*
|
|
|
|
|
10.16
|
|
|
Letter Agreement with James L. Muehlbauer dated as of February 11, 2013 (incorporated by reference to Form 8-K filed on March 4, 2013)*
|
|
|
|
|
10.17
|
|
|
Form of Change in Control Employment Agreement (for executive officers first elected in fiscal 2013) (incorporated by reference to Form 10-Q filed for the quarter ended April 26, 2013)*
|
|
|
|
|
10.18
|
|
|
Adoption Agreement for The Valspar Corporation Nonqualified Deferred Compensation Plan (incorporated by reference to Form 8-K filed on May 15, 2014)*
|
|
|
|
|
10.19
|
|
|
The Valspar Corporation Nonqualified Deferred Compensation Plan (incorporated by reference to Form 8-K filed on May 15, 2014)*
|
|
|
|
|
10.20
|
|
|
Amendment to The Valspar Corporation Nonqualified Deferred Compensation Plan and Adoption Agreement, dated as of September 27, 2016 (incorporated by reference to Form 8-K filed on September 29, 2016)*
|
|
|
|
|
10.21
|
|
|
The Valspar Corporation 2015 Omnibus Equity Plan (incorporated by reference to Appendix A to the
Definitive Proxy Statement for the Annual Meeting of Stockholders, filed on January 16, 2015)*
|
|
|
|
|
10.22
|
|
|
Amendment to The Valspar Corporation 2015 Omnibus Equity Plan (incorporated by reference to Exhibit 10.1 of Valspar’s Form 8-K filed on June 10, 2016)*
|
|
|
|
|
10.23
|
|
|
The Valspar Corporation Amended and Restated Key Employee Annual Bonus and Long-Term Incentive Plan dated June 8, 2016 (incorporated by reference to Exhibit 10.2 of Valspar’s Form 8-K filed on June 10, 2016)*
|
|
|
|
|
10.24**
|
|
|
Amended and restated The Valspar Corporation Employee Health Plan*
|
|
|
|
|
14.1†
|
|
|
Code of Ethics and Business Conduct (incorporated by reference to Form 10-K for the period ended October 29, 2004)
|
|
|
|
|
21.1**
|
|
|
Subsidiaries of the Registrant
|
|
|
|
|
23.1**
|
|
|
Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP
|
|
|
|
|
24**
|
|
|
Powers of Attorney
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
31.1**
|
|
|
Section 302 Certification of the Chief Executive Officer
|
|
|
|
|
31.2**
|
|
|
Section 302 Certification of the Chief Financial Officer
|
|
|
|
|
32.1**
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.INS**
|
XBRL Instance Document
|
||
|
|||
101.SCH**
|
XBRL Schema Document
|
||
|
|||
101.CAL**
|
XBRL Calculation Linkbase Document
|
||
|
|||
101.DEF**
|
XBRL Definition Linkbase Document
|
||
|
|||
101.LAB**
|
XBRL Label Linkbase Document
|
||
|
|||
101.PRE**
|
XBRL Presentation Linkbase Document
|
|
|
|
THE VALSPAR CORPORATION
|
|
|
|
|
|
|
|
|
|
/s/ Rolf Engh
|
12/20/2016
|
|
|
|
Rolf Engh, Secretary
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
||||
|
|
|
|
|
/s/ Gary E. Hendrickson
|
12/20/2016
|
|
|
|
Gary E. Hendrickson, Chairman, Chief Executive Officer and Director (principal executive officer and director)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James L. Muehlbauer
|
12/20/2016
|
|
|
|
James L. Muehlbauer, Executive Vice President and Chief Financial and Administrative Officer (principal financial officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Brenda A. McCormick
|
12/20/2016
|
|
|
|
Brenda A. McCormick, Vice President and Corporate Controller (principal accounting officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
|
|
|
|
|
Jack J. Allen*
|
|
|
|
|
John M. Ballbach*
|
|
|
|
|
John S. Bode*
|
|
|
|
|
William M. Cook*
|
|
|
|
|
Jeffrey H. Curler*
|
|
|
|
|
Shane D. Fleming*
|
|
|
|
|
Ian R. Friendly*
|
|
|
|
|
Janel S. Haugarth*
|
|
|
|
|
Mae C. Jemison*
|
|
|
|
|
David R. Lumley*
|
|
|
|
|
|
|
|
|
|
Rolf Engh, by signing his name hereto, does hereby sign this document on behalf of each of the above-named officers and/or directors of the registrant pursuant to powers of attorney duly executed by such persons.
|
||||
|
|
|
|
|
|
|
|
/s/ Rolf Engh
|
12/20/2016
|
|
|
|
Rolf Engh, Attorney-in-fact
|
|
(dollars in thousands)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Beginning balance
|
$
|
9,550
|
|
|
$
|
10,585
|
|
|
$
|
16,939
|
|
Amount acquired through acquisitions
|
—
|
|
|
401
|
|
|
—
|
|
|||
Bad debt expense
|
111
|
|
|
2,091
|
|
|
(4,512
|
)
|
|||
Uncollectable accounts written off, net of recoveries
|
(2,159
|
)
|
|
(3,527
|
)
|
|
(1,842
|
)
|
|||
Ending balance
|
$
|
7,502
|
|
|
$
|
9,550
|
|
|
$
|
10,585
|
|
1.
|
Each officer of the Company who satisfies each of the following criteria shall be considered a “Retiree” for purposes of this Plan and be eligible to participate in the Retiree Plan in accordance with the terms of this Plan: (a) the officer’s Termination of Employment occurs at any time after the officer has attained age 55; (b) the officer has served for a period of three consecutive years as an officer of the Company; (c) the Officer’s Termination of Employment occurs for any reason (including, for the avoidance of doubt, due to the officer’s death) other than a Termination for Cause; and (d) the officer is not in Competition (as defined below) with the Company, Parent or their respective affiliates at any time after the officer’s Termination of Employment;
provided
, that each individual listed in Section 1 of
Annex A
hereto who remains employed as an officer by the Company and its affiliates through the Closing shall be considered a “Retiree” for purposes of this Plan and shall be eligible to participate in the Retiree Plan without regard to clauses (a) and (b) of this sentence. For the avoidance of doubt, the individuals listed in Section 4 of
Annex A
are former officers of the Company who have already satisfied the eligibility criteria set forth in clauses (a) through (c) above and, as of September 27, 2016, participate in the Retiree Plan pursuant to the terms of the Plan as in effect at such time.
|
2.
|
A Retiree’s spouse and any eligible dependents of a Retiree who, immediately prior to the Retiree’s Termination of Employment, are receiving coverage under the Active Plan (or any other group health plan maintained by the Company, Parent or any of their respective affiliates) shall be eligible for coverage under the Retiree Plan as provided herein;
provided
, however, that any former spouse or dependent who, on the date of the Retiree’s Termination of Employment, is then receiving COBRA continuation coverage under the Active Plan (or any other group health plan maintained by the Company, Parent or any of their respective affiliates), shall not thereafter be eligible for coverage under the Retiree Plan.
|
1.
|
Retiree Plan
. The Retiree Plan made available hereunder from time to time shall be no less favorable to Retirees than (a) the Active Plan, or (b) if providing such level of coverage would cause an “excess benefit” which results in the application of an excise tax under Section 4980I of the Code, or the application of any other penalties under the Code, the most favorable group health plan coverage provided to participants in Parent’s retiree medical plan from time to time (it being understood that, if at any time Parent ceases to maintain a retiree medical plan, the Retiree Plan shall thereafter be no less favorable to Retirees than the Active Plan). If more than one Active Plan is maintained at any time by the Company or Parent, as applicable, then corresponding Retiree Plans will be made available under this Plan, subject in each case to the preceding sentence, and each Retiree (and after the death of a Retiree, the Retiree’s eligible spouse), shall be permitted to select among the Retiree Plans during each annual enrollment period in the same manner and to the same extent that active senior executives of the Company and Parent are permitted to select among the corresponding Active Plans.
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2.
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Payment of Premiums
. The entitlement of a Retiree and his or her eligible spouse and dependents, if any, to participate in the Retiree Plan in accordance with the terms of this Plan shall be subject to the obligation of the Retiree (and after the Retiree’s death, the Retiree’s eligible spouse, if any) to pay the applicable premiums as described below under the heading “Premiums and Scheduled Reimbursement”.
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3.
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Retiree
. Each Retiree who, immediately prior to his or her Termination of Employment, is then covered under the Active Plan (or any other group health plan maintained by the Company, Parent or any of their respective affiliates), shall, except as otherwise provided in this Plan, be entitled to
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4.
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Spouse
. The Retiree’s eligible spouse shall be covered by the Retiree Plan as a dependent for the spouse’s life except as provided below;
provided
, however, that after the spouse becomes entitled to Medicare, the spouse’s coverage under the Retiree Plan will be secondary to Medicare for the spouse’s life. Any person who becomes the spouse of a Retiree after the Retiree first becomes covered by the Retiree Plan shall not be eligible for coverage under the Retiree Plan. If, after the death of a Retiree, the Retiree’s eligible spouse becomes covered under a group health plan either as an employee or as a dependent, coverage under the Retiree Plan shall be secondary to such coverage.
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5.
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Dependents
. Each of a Retiree’s eligible dependents (other than the Retiree’s spouse) shall be covered under the Retiree Plan as a dependent from the date that the Retiree commences participating in the Retiree Plan until such time as the dependent ceases to be an eligible dependent under the Retiree Plan; thereafter, the dependent shall be eligible to continue coverage under the Retiree Plan to the extent required under COBRA. The Retiree may add a dependent, as a result of the birth or legal adoption of a child, to be covered under the Retiree Plan, at any time after the Retiree first becomes covered under the Retiree Plan.
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1.
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Subject to the obligations of the Company set forth in paragraph 2 below, it is intended that the Retiree pay the full cost of the coverage provided under the Retiree Plan as described herein to the extent required by law to avoid the application of Code §409A (and regulations and other guidance promulgated thereunder) to the coverage provided. To this end, the Company will charge the Retiree for such coverage at 100% of the premium rate (or its equivalent) under the Retiree Plan, which may include an age-adjusted rate to the extent permitted by law, and the Retiree shall be responsible to pay such premium to the Company monthly by the first day of the month for which such coverage is provided, subject to a grace period of 30 days following such first day. The Company or Parent may adjust such premium rate annually as of each January 1, provided the Retiree is provided written notice of the new rate at least 30 days prior to each January 1.
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2.
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For each full or partial calendar year in which a Retiree participates in the Retiree Plan, the Company or Parent, as applicable, shall reimburse the Retiree for a portion of the monthly premium paid by the Retiree under the Retiree Plan by paying to the Retiree an amount that, after payment by the Retiree of all taxes (and any interest or penalties imposed with respect to such taxes) is equal to: (a) 12 (or such lesser number of full calendar months during such calendar year in which the Retiree participated in the Retiree Plan), multiplied by (b) (i) the monthly premium rate under the Retiree Plan in effect for such calendar year as determined in the immediately preceding paragraph 1, less (ii) the Comparable Active Plan Premium;
provided
, that with respect to the individuals listed in Section 3 of
Annex A
, no deduction shall be made for the Comparable Active Plan Premium pursuant to clause (b)(ii) with the result that each such individual shall be fully reimbursed and made whole
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1.
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Termination due to Nonpayment of Premium.
Coverage under the Retiree Plan for the benefit of the Retiree, the Retiree’s eligible spouse and the Retiree’s eligible dependents shall terminate as of the first day of any month in the event that neither the Company nor Parent, as applicable, has received any required premium by the 30
th
day of that month.
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2.
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Termination of Coverage due to Competition.
Coverage under the Retiree Plan for the benefit of the Retiree, the Retiree’s eligible spouse and any dependents who are then covered by the Retiree Plan (other than any eligible spouse or dependents covered under the Retiree Plan pursuant to Section 4 as a result of a previous “Qualifying Event” within the meaning of COBRA) shall immediately terminate at such time as the Retiree is in Competition with the Company, Parent or their respective affiliates. For purposes of this Plan, “
Competition
” shall mean, directly or indirectly, employment with or rendering services (including, without limitation, consulting or research) to, or acquiring any kind of ownership in, any person or entity (or any affiliate of an entity where that affiliate renders any services for the benefit of that entity), which is engaged in Competitive Services within any geographic area in which the Company, Parent or their respective affiliates is engaged or has actively taken steps to commence engaging;
provided
, that “Competition” shall not include direct or indirect passive ownership of not more than one percent of the outstanding stock of any class of a corporation that is publicly traded, so long as the Retiree has no active participation in the business of such corporation. “
Competitive Services
” means any coatings product, formula, service, process, program, or system (including any aspect or application thereof) that is being designed, developed, marketed, sold, used, or supported by anyone other than the Company, Parent or their respective affiliates and which is of the same general type, performs similar functions, competes with or is used for the same or similar purposes as any product, formula, service, process, program or system offered by the Company, Parent or their respective affiliates.
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3.
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Termination of Coverage due to Death.
Upon the later of the death of the Retiree and the death of the Retiree’s eligible spouse, any and all coverage under the Retiree Plan shall immediately cease, except to the extent required by COBRA as described in paragraph 4 below.
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4.
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COBRA Continuation Coverage.
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5.
|
Amendment; Termination
.
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6.
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Rights Non-Forfeitable as of the Closing
. Each Covered Participant shall, from and after the Closing, have a non-forfeitable right to participate in the Retiree Plan in accordance with the terms set forth in this Plan.
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Place of Incorporation
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Engineered Polymer Solutions, Inc. (engaged in the manufacture and sale of paints, coatings, polymers and colorants itself and through 2 foreign subsidiaries)
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Delaware
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Plasti-Kote Co., Inc.
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Ohio
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Valspar Coatings Finance Corporation
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Minnesota
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Valspar Finance Corporation
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Minnesota
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Valspar Refinish, Inc.
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Mississippi
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Valspar Sourcing, Inc.
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Minnesota
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Valspar Specialty Paints, LLC
|
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Delaware
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Valspar Specialty Paints Holding Corp.
|
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Delaware
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Valspar Inc.
|
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Canada
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Valspar Mexicana, S.A. de C.V. (engaged in the manufacture and sale of paints and coatings itself and through 2 foreign subsidiaries)
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Mexico
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The Valspar Corporation Limitada
|
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Brazil
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Isocoat Tintas e Vernizes Limitada
|
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Brazil
|
Valspar (Uruguay) Corporation S.A.
|
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Uruguay
|
Valspar B.V. (engaged in the manufacture and sale of paints itself and through 1 foreign subsidiary)
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The Netherlands
|
The Valspar (Nantes) Corporation, S.A.S.
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France
|
The Valspar (France) Corporation, S.A.S.
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France
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Valspar Industries GmbH
|
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Germany
|
The Valspar (Germany) GmbH
|
|
Germany
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Plasti-kote Limited
|
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United Kingdom
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Quest Automotive Products UK Limited
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United Kingdom
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Quest UK Acquisition Ltd.
|
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United Kingdom
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Valspar Powder Coatings Limited
|
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United Kingdom
|
The Valspar (UK) Corporation, Limited
|
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United Kingdom
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The Valspar (UK) Holding Corporation, Limited
|
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United Kingdom
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The Valspar (Switzerland) Corporation AG
|
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Switzerland
|
The Valspar (Finland) Corporation Oy
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Finland
|
Vantaco Oy
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Finland
|
The Valspar (Spain) Corporation S.R.L.
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Spain
|
Inver S.p.A. (engaged in the manufacture and sale of coatings itself and through 10 foreign subsidiaries)
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Italy
|
Isva Holding S.r.l.
|
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Italy
|
Isva Vernici S.r.l.
|
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Italy
|
Valspar (India) Coatings Corporation Private Limited
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India
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Valspar (South Africa)(Pty) Limited
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South Africa
|
The Valspar (South Africa) Corporation (Pty) Limited
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South Africa
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Valspar Rock Company Ltd.
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Japan
|
The Valspar (Singapore) Corporation Pte Limited
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Singapore
|
The Valspar (Malaysia) Corporation Sdn Bhd
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Malaysia
|
The Valspar (Thailand) Corporation Limited
|
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Thailand
|
The Valspar (Vietnam) Corporation Limited
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Vietnam
|
The Valspar (Asia) Corporation Limited
|
|
Hong Kong
|
The Valspar (H.K.) Corporation Limited
|
|
Hong Kong
|
Hua Run Paints Holdings Company Limited
|
|
Hong Kong
|
Valspar (Asia) Paints Holdings Limited
|
|
Hong Kong
|
Valspar (Asia) Industrial Holdings Limited
|
|
Hong Kong
|
Valspar (Asia) Trading Holdings Limited
|
|
Hong Kong
|
Valspar (Asia) Operations Holdings Limited
|
|
Hong Kong
|
Huarun Trading (China) Co., Ltd.
|
|
Hong Kong
|
Valspar Hong Kong Holdings Limited
|
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Hong Kong
|
Valspar (Shanghai) Management Co., Ltd.
|
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PRC
|
Dongguan Lilly Paint Industries Limited
|
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PRC
|
Guangdong Valspar Paints Manufacturing Company Limited
|
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PRC
|
Guangdong Yuegang Dadi Paints Co. Ltd
|
|
PRC
|
Dongguan Huarun Paints Co., Ltd.
|
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PRC
|
Foshan Shunde Yueda Chemical Trading Company Limited
|
|
PRC
|
Valspar Huarun Coatings (Guandong) Co. Ltd.
|
|
PRC
|
Valspar Coatings (Guangdong) Co., Ltd.
|
|
PRC
|
Valspar Coatings (Shanghai) Co., Ltd.
|
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PRC
|
Valspar Coatings (Tianjin) Co., Ltd.
|
|
PRC
|
Valspar Yueda Coatings (Foshan) Co., Ltd
|
|
PRC
|
Valspar (Australia) Acquisition Corporation Pty Limited
|
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Australia
|
Valspar (Australia) Holdings Pty Limited
|
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Australia
|
The Valspar (Australia) Corporation Pty Limited
|
|
Australia
|
Valspar Paint Holdings (Australia) Pty Limited
|
|
Australia
|
Valspar Paint (Australia) Pty Ltd
|
|
Australia
|
Valspar Paint Services Pty Ltd
|
|
Australia
|
Valspar (WPC) Pty Ltd
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|
Australia
|
Valspar Automotive Australia Pty Limited
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|
Australia
|
Valspar Paint (NZ) Limited
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New Zealand
|
The Valspar (New Zealand) Corporation, Ltd.
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New Zealand
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1.
|
I have reviewed this Annual Report on Form 10-K of The Valspar Corporation;
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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;
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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;
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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
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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
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Date: December 20, 2016
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/s/ Gary E. Hendrickson
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|
|
|
Gary E. Hendrickson
|
|
|
|
Chairman and Chief Executive Officer
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1.
|
I have reviewed this Annual Report on Form 10-K of The Valspar Corporation;
|
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
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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
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Date: December 20, 2016
|
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|
/s/ James L. Muehlbauer
|
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|
|
James L. Muehlbauer
|
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Gary E. Hendrickson
|
|
|
|
Gary E. Hendrickson
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
Date: December 20, 2016
|
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|
|
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|
/s/ James L. Muehlbauer
|
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James L. Muehlbauer
|
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|
Executive Vice President and Chief Financial and
Administrative Officer
|
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Date: December 20, 2016
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