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|
|
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
|
OHIO
|
34-0526850
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
101 West Prospect Avenue,
Cleveland, Ohio
|
44115-1075
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
|
|
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
|
|
|
|
|
|
EX-2.1
|
|
EX-4.1
|
|
EX-4.2
|
|
EX-4.3
|
|
EX-10.1
|
|
EX-31(a)
|
|
EX-31(b)
|
|
EX-32(a)
|
|
EX-32(b)
|
|
EX-101 INSTANCE DOCUMENT
|
|
EX-101 SCHEMA DOCUMENT
|
|
EX-101 PRESENTATION LINKBASE DOCUMENT
|
|
EX-101 CALCULATION LINKBASE DOCUMENT
|
|
EX-101 LABEL LINKBASE DOCUMENT
|
|
EX-101 DEFINITION LINKBASE DOCUMENT
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net sales
|
$
|
2,574,024
|
|
|
$
|
2,450,284
|
|
Cost of goods sold
|
1,312,279
|
|
|
1,317,835
|
|
||
Gross profit
|
1,261,745
|
|
|
1,132,449
|
|
||
Percent to net sales
|
49.0
|
%
|
|
46.2
|
%
|
||
Selling, general and administrative expenses
|
1,002,355
|
|
|
929,197
|
|
||
Percent to net sales
|
38.9
|
%
|
|
37.9
|
%
|
||
Other general expense (income) - net
|
17,554
|
|
|
(1,673
|
)
|
||
Interest expense
|
25,732
|
|
|
12,351
|
|
||
Interest and net investment income
|
(487
|
)
|
|
(422
|
)
|
||
Other expense (income) - net
|
226
|
|
|
(245
|
)
|
||
Income before income taxes
|
216,365
|
|
|
193,241
|
|
||
Income taxes
|
69,237
|
|
|
61,837
|
|
||
Net income
|
$
|
147,128
|
|
|
$
|
131,404
|
|
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
1.61
|
|
|
$
|
1.42
|
|
Diluted
|
$
|
1.57
|
|
|
$
|
1.38
|
|
Average shares outstanding - basic
|
91,475,860
|
|
|
92,740,059
|
|
||
Average shares and equivalents outstanding - diluted
|
93,548,234
|
|
|
95,278,725
|
|
||
Comprehensive income
|
$
|
166,138
|
|
|
$
|
75,057
|
|
|
March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
70,548
|
|
|
$
|
205,744
|
|
|
$
|
64,013
|
|
Accounts receivable, less allowance
|
1,290,749
|
|
|
1,114,275
|
|
|
1,234,612
|
|
|||
Inventories:
|
|
|
|
|
|
||||||
Finished goods
|
972,037
|
|
|
840,603
|
|
|
981,334
|
|
|||
Work in process and raw materials
|
175,324
|
|
|
177,927
|
|
|
179,916
|
|
|||
|
1,147,361
|
|
|
1,018,530
|
|
|
1,161,250
|
|
|||
Deferred income taxes
|
97,562
|
|
|
87,883
|
|
|
107,869
|
|
|||
Other current assets
|
282,405
|
|
|
230,748
|
|
|
196,832
|
|
|||
Total current assets
|
2,888,625
|
|
|
2,657,180
|
|
|
2,764,576
|
|
|||
Goodwill
|
1,147,047
|
|
|
1,143,333
|
|
|
1,149,121
|
|
|||
Intangible assets
|
250,574
|
|
|
255,371
|
|
|
277,919
|
|
|||
Deferred pension assets
|
246,035
|
|
|
244,882
|
|
|
250,463
|
|
|||
Other assets
|
449,003
|
|
|
436,309
|
|
|
412,335
|
|
|||
Property, plant and equipment:
|
|
|
|
|
|
||||||
Land
|
120,568
|
|
|
119,530
|
|
|
121,626
|
|
|||
Buildings
|
704,594
|
|
|
696,202
|
|
|
691,541
|
|
|||
Machinery and equipment
|
2,071,637
|
|
|
2,026,617
|
|
|
1,946,261
|
|
|||
Construction in progress
|
89,839
|
|
|
81,082
|
|
|
63,419
|
|
|||
|
2,986,638
|
|
|
2,923,431
|
|
|
2,822,847
|
|
|||
Less allowances for depreciation
|
1,929,613
|
|
|
1,881,569
|
|
|
1,824,415
|
|
|||
|
1,057,025
|
|
|
1,041,862
|
|
|
998,432
|
|
|||
Total Assets
|
$
|
6,038,309
|
|
|
$
|
5,778,937
|
|
|
$
|
5,852,846
|
|
|
|
|
|
|
|
||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Short-term borrowings
|
$
|
128,675
|
|
|
$
|
39,462
|
|
|
$
|
1,405,369
|
|
Accounts payable
|
1,152,923
|
|
|
1,157,561
|
|
|
1,174,840
|
|
|||
Compensation and taxes withheld
|
284,860
|
|
|
338,256
|
|
|
249,707
|
|
|||
Accrued taxes
|
115,403
|
|
|
81,146
|
|
|
77,602
|
|
|||
Current portion of long-term debt
|
2,179
|
|
|
3,154
|
|
|
3,143
|
|
|||
Other accruals
|
578,521
|
|
|
522,280
|
|
|
468,384
|
|
|||
Total current liabilities
|
2,262,561
|
|
|
2,141,859
|
|
|
3,379,045
|
|
|||
Long-term debt
|
1,908,774
|
|
|
1,907,278
|
|
|
1,116,337
|
|
|||
Postretirement benefits other than pensions
|
250,168
|
|
|
248,523
|
|
|
278,771
|
|
|||
Other long-term liabilities
|
615,983
|
|
|
613,367
|
|
|
609,521
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
||||||
Common stock—$1.00 par value:
|
|
|
|
|
|
||||||
92,495,113, 92,246,525 and 93,186,295 shares outstanding
|
|
|
|
|
|
||||||
at March 31, 2016, December 31, 2015 and March, 31, 2015, respectively
|
116,043
|
|
|
115,761
|
|
|
115,118
|
|
|||
Other capital
|
2,390,389
|
|
|
2,330,426
|
|
|
2,187,144
|
|
|||
Retained earnings
|
3,298,270
|
|
|
3,228,876
|
|
|
2,493,469
|
|
|||
Treasury stock, at cost
|
(4,235,794
|
)
|
|
(4,220,058
|
)
|
|
(3,798,254
|
)
|
|||
Cumulative other comprehensive loss
|
(568,085
|
)
|
|
(587,095
|
)
|
|
(528,305
|
)
|
|||
Total shareholders' equity
|
1,000,823
|
|
|
867,910
|
|
|
469,172
|
|
|||
Total Liabilities and Shareholders’ Equity
|
$
|
6,038,309
|
|
|
$
|
5,778,937
|
|
|
$
|
5,852,846
|
|
|
Three Months Ended
|
||||||
|
March 31,
2016 |
|
March 31,
2015 |
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
147,128
|
|
|
$
|
131,404
|
|
Adjustments to reconcile net income to net operating cash:
|
|
|
|
||||
Depreciation
|
42,895
|
|
|
42,500
|
|
||
Amortization of intangible assets
|
5,782
|
|
|
6,905
|
|
||
Stock-based compensation expense
|
15,765
|
|
|
18,079
|
|
||
Amortization of credit facility and debt issuance costs
|
6,656
|
|
|
1,083
|
|
||
Provisions for qualified exit costs
|
1,126
|
|
|
761
|
|
||
Provisions for environmental-related matters
|
18,029
|
|
|
1,050
|
|
||
Defined benefit pension plans net cost
|
6,992
|
|
|
1,787
|
|
||
Net increase in postretirement liability
|
961
|
|
|
(111
|
)
|
||
Other
|
(147
|
)
|
|
(3,785
|
)
|
||
Change in working capital accounts - net
|
(298,341
|
)
|
|
(254,221
|
)
|
||
Costs incurred for environmental-related matters
|
(5,036
|
)
|
|
(2,875
|
)
|
||
Costs incurred for qualified exit costs
|
(2,868
|
)
|
|
(1,966
|
)
|
||
Other
|
(18,749
|
)
|
|
4,321
|
|
||
Net operating cash
|
(79,807
|
)
|
|
(55,068
|
)
|
||
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(51,999
|
)
|
|
(42,903
|
)
|
||
Proceeds from sale of assets
|
988
|
|
|
6,677
|
|
||
Increase in other investments
|
(10,526
|
)
|
|
(56
|
)
|
||
Net investing cash
|
(61,537
|
)
|
|
(36,282
|
)
|
||
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
||||
Net increase in short-term borrowings
|
85,770
|
|
|
731,733
|
|
||
Payments of long-term debt
|
—
|
|
|
(96
|
)
|
||
Payments for credit facility and debt issuance costs
|
(41,850
|
)
|
|
—
|
|
||
Payments of cash dividends
|
(77,734
|
)
|
|
(62,609
|
)
|
||
Proceeds from stock options exercised
|
19,717
|
|
|
37,494
|
|
||
Income tax effect of stock-based compensation exercises and vesting
|
24,762
|
|
|
52,632
|
|
||
Treasury stock purchased
|
—
|
|
|
(614,911
|
)
|
||
Other
|
(16,597
|
)
|
|
(33,108
|
)
|
||
Net financing cash
|
(5,932
|
)
|
|
111,135
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
12,080
|
|
|
3,496
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(135,196
|
)
|
|
23,281
|
|
||
Cash and cash equivalents at beginning of year
|
205,744
|
|
|
40,732
|
|
||
Cash and cash equivalents at end of period
|
$
|
70,548
|
|
|
$
|
64,013
|
|
|
|
|
|
||||
Income taxes paid
|
$
|
23,155
|
|
|
$
|
16,044
|
|
Interest paid
|
30,552
|
|
|
9,381
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Thousands of dollars)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized Net (Losses) Gains on Available-for-Sale Securities
|
|
Unrealized Net Losses on Cash Flow Hedges
|
|
Total Cumulative Other Comprehensive (Loss) Income
|
||||||||||
Balance at December 31, 2015
|
$
|
(482,629
|
)
|
|
$
|
(104,346
|
)
|
|
$
|
(120
|
)
|
|
|
|
$
|
(587,095
|
)
|
||
Amounts recognized in Other comprehensive loss
(1)
|
33,546
|
|
|
|
|
(42
|
)
|
|
$
|
(14,682
|
)
|
|
18,822
|
|
|||||
Amounts reclassified from Other comprehensive loss
(2)
|
|
|
|
168
|
|
|
20
|
|
|
|
|
188
|
|
||||||
Net change
|
33,546
|
|
|
168
|
|
|
(22
|
)
|
|
(14,682
|
)
|
|
19,010
|
|
|||||
Balance at March 31, 2016
|
$
|
(449,083
|
)
|
|
$
|
(104,178
|
)
|
|
$
|
(142
|
)
|
|
$
|
(14,682
|
)
|
|
$
|
(568,085
|
)
|
|
|
|
|
|
|
|
|
||||||||
(Thousands of dollars)
|
Foreign Currency Translation Adjustments
|
|
Pension and Other Postretirement Benefit Adjustments
|
|
Unrealized Net Gains (Losses) on Available-for-Sale Securities
|
|
Total Cumulative Other Comprehensive Loss
|
||||||||
Balance at December 31, 2014
|
$
|
(354,384
|
)
|
|
$
|
(118,167
|
)
|
|
$
|
593
|
|
|
$
|
(471,958
|
)
|
Amounts recognized in Other comprehensive loss
(3)
|
(56,776
|
)
|
|
|
|
(132
|
)
|
|
(56,908
|
)
|
|||||
Amounts reclassified from Other comprehensive loss
(4)
|
|
|
570
|
|
|
(9
|
)
|
|
561
|
|
|||||
Net change
|
(56,776
|
)
|
|
570
|
|
|
(141
|
)
|
|
(56,347
|
)
|
||||
Balance at March 31, 2015
|
$
|
(411,160
|
)
|
|
$
|
(117,597
|
)
|
|
$
|
452
|
|
|
$
|
(528,305
|
)
|
(Thousands of dollars)
|
|
|
|
||||
|
2016
|
|
2015
|
||||
Balance at January 1
|
$
|
31,878
|
|
|
$
|
27,723
|
|
Charges to expense
|
5,541
|
|
|
5,146
|
|
||
Settlements
|
(5,135
|
)
|
|
(6,721
|
)
|
||
Balance at March 31
|
$
|
32,284
|
|
|
$
|
26,148
|
|
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
||||||||
Exit Plan
|
|
Balance at December 31, 2015
|
|
Provisions in Cost of goods sold or SG&A
|
|
Actual expenditures charged to accrual
|
|
Balance at March 31, 2016
|
||||||||
Consumer Group facilities shutdown in 2016:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
|
|
$
|
116
|
|
|
|
|
$
|
116
|
|
||||
Paint Stores Group stores shutdown in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
$
|
12
|
|
|
|
|
$
|
(12
|
)
|
|
|
||||
Global Finishes Group exit of a business in 2015:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
1,096
|
|
|
|
|
(130
|
)
|
|
966
|
|
|||||
Other qualified exit costs
|
|
2,750
|
|
|
580
|
|
|
(1,654
|
)
|
|
1,676
|
|
||||
Paint Stores Group stores shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Other qualified exit costs
|
|
184
|
|
|
|
|
(93
|
)
|
|
91
|
|
|||||
Consumer Group facilities shutdown in 2014:
|
|
|
|
|
|
|
|
|
||||||||
Severance and related costs
|
|
445
|
|
|
|
|
(42
|
)
|
|
403
|
|
|||||
Other qualified exit costs
|
|
52
|
|
|
|
|
(39
|
)
|
|
13
|
|
|||||
Global Finishes Group exit of business in 2014:
|
|
|
|
|
|
|
|
|
|
|||||||
Severance and related costs
|
|
430
|
|
|
|
|
|
(430
|
)
|
|
|
|||||
Other qualified exit costs
|
|
353
|
|
|
430
|
|
|
(247
|
)
|
|
536
|
|
||||
Other qualified exit costs for facilities shutdown prior to 2014
|
|
1,755
|
|
|
|
|
(221
|
)
|
|
1,534
|
|
|||||
Totals
|
|
$
|
7,077
|
|
|
$
|
1,126
|
|
|
$
|
(2,868
|
)
|
|
$
|
5,335
|
|
(Thousands of dollars)
|
Domestic Defined
Benefit Pension Plans
|
|
Foreign Defined
Benefit Pension Plans
|
|
Postretirement
Benefits Other than
Pensions
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Three Months Ended March 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
5,489
|
|
|
$
|
5,754
|
|
|
$
|
1,341
|
|
|
$
|
1,325
|
|
|
$
|
561
|
|
|
$
|
621
|
|
Interest cost
|
6,643
|
|
|
6,237
|
|
|
2,080
|
|
|
2,271
|
|
|
2,752
|
|
|
2,795
|
|
||||||
Expected return on assets
|
(12,567
|
)
|
|
(13,024
|
)
|
|
(1,846
|
)
|
|
(2,431
|
)
|
|
|
|
|
||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (credit)
|
301
|
|
|
327
|
|
|
|
|
|
|
(1,645
|
)
|
|
(1,132
|
)
|
||||||||
Actuarial loss
|
1,152
|
|
|
843
|
|
|
361
|
|
|
485
|
|
|
|
|
253
|
|
|||||||
Settlement costs
|
|
|
|
|
4,038
|
|
|
|
|
|
|
|
|||||||||||
Net periodic benefit cost (credit)
|
$
|
1,018
|
|
|
$
|
137
|
|
|
$
|
5,974
|
|
|
$
|
1,650
|
|
|
$
|
1,668
|
|
|
$
|
2,537
|
|
(Thousands of dollars)
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Provisions for environmental matters - net
|
$
|
18,029
|
|
|
$
|
1,050
|
|
Gain on disposition of assets
|
(475
|
)
|
|
(2,723
|
)
|
||
Total
|
$
|
17,554
|
|
|
$
|
(1,673
|
)
|
(Thousands of dollars)
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Dividend and royalty income
|
$
|
(1,166
|
)
|
|
$
|
(1,081
|
)
|
Net expense from banking activities
|
2,263
|
|
|
2,967
|
|
||
Foreign currency transaction related losses
|
1,690
|
|
|
1,138
|
|
||
Other income
|
(4,880
|
)
|
|
(5,497
|
)
|
||
Other expense
|
2,319
|
|
|
2,228
|
|
||
Total
|
$
|
226
|
|
|
$
|
(245
|
)
|
(Thousands of dollars except per share data)
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Basic
|
|
|
|
||||
Average common shares outstanding
|
91,475,860
|
|
|
92,740,059
|
|
||
Net income
|
$
|
147,128
|
|
|
$
|
131,404
|
|
Basic net income per common share
|
$
|
1.61
|
|
|
$
|
1.42
|
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Average common shares outstanding
|
91,475,860
|
|
|
92,740,059
|
|
||
Stock options and other contingently issuable shares
(1)
|
1,517,487
|
|
|
2,005,070
|
|
||
Non-vested restricted stock grants
|
554,887
|
|
|
533,596
|
|
||
Average common shares outstanding assuming dilution
|
93,548,234
|
|
|
95,278,725
|
|
||
|
|
|
|
||||
Net income
|
$
|
147,128
|
|
|
$
|
131,404
|
|
Diluted net income per common share
|
$
|
1.57
|
|
|
$
|
1.38
|
|
(1)
|
Stock options and other contingently issuable shares excluded
34,208
and
12,414
shares due to their anti-dilutive effect for the
three months
ended
March 31, 2016
and
2015
, respectively.
|
(Thousands of dollars)
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||
|
Paint Stores
Group
|
|
Consumer
Group
|
|
Global
Finishes
Group
|
|
Latin America
Coatings
Group
|
|
Administrative
|
|
Consolidated
Totals
|
||||||||||||
Net external sales
|
$
|
1,615,307
|
|
|
$
|
378,086
|
|
|
$
|
454,166
|
|
|
$
|
125,187
|
|
|
$
|
1,278
|
|
|
$
|
2,574,024
|
|
Intersegment transfers
|
|
|
613,630
|
|
|
1,956
|
|
|
8,693
|
|
|
(624,279
|
)
|
|
|
||||||||
Total net sales and intersegment transfers
|
$
|
1,615,307
|
|
|
$
|
991,716
|
|
|
$
|
456,122
|
|
|
$
|
133,880
|
|
|
$
|
(623,001
|
)
|
|
$
|
2,574,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment profit
|
$
|
253,534
|
|
|
$
|
63,964
|
|
|
$
|
48,582
|
|
|
$
|
(928
|
)
|
|
|
|
$
|
365,152
|
|
||
Interest expense
|
|
|
|
|
|
|
|
|
$
|
(25,732
|
)
|
|
(25,732
|
)
|
|||||||||
Administrative expenses and other
|
|
|
|
|
|
|
|
|
(123,055
|
)
|
|
(123,055
|
)
|
||||||||||
Income before income taxes
|
$
|
253,534
|
|
|
$
|
63,964
|
|
|
$
|
48,582
|
|
|
$
|
(928
|
)
|
|
$
|
(148,787
|
)
|
|
$
|
216,365
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||||
|
Paint Stores
Group
|
|
Consumer
Group
|
|
Global
Finishes
Group
|
|
Latin America
Coatings
Group
|
|
Administrative
|
|
Consolidated
Totals
|
||||||||||||
Net external sales
|
$
|
1,461,505
|
|
|
$
|
351,690
|
|
|
$
|
469,556
|
|
|
$
|
166,231
|
|
|
$
|
1,302
|
|
|
$
|
2,450,284
|
|
Intersegment transfers
|
|
|
607,538
|
|
|
1,774
|
|
|
10,069
|
|
|
(619,381
|
)
|
|
|
||||||||
Total net sales and intersegment transfers
|
$
|
1,461,505
|
|
|
$
|
959,228
|
|
|
$
|
471,330
|
|
|
$
|
176,300
|
|
|
$
|
(618,079
|
)
|
|
$
|
2,450,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment profit
|
$
|
176,576
|
|
|
$
|
55,406
|
|
|
$
|
38,900
|
|
|
$
|
9,500
|
|
|
|
|
$
|
280,382
|
|
||
Interest expense
|
|
|
|
|
|
|
|
|
$
|
(12,351
|
)
|
|
(12,351
|
)
|
|||||||||
Administrative expenses and other
|
|
|
|
|
|
|
|
|
(74,790
|
)
|
|
(74,790
|
)
|
||||||||||
Income before income taxes
|
$
|
176,576
|
|
|
$
|
55,406
|
|
|
$
|
38,900
|
|
|
$
|
9,500
|
|
|
$
|
(87,141
|
)
|
|
$
|
193,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of dollars)
|
|
|
|
|
|
|
|
||||||
|
|
|
Quoted Prices
|
|
|
|
|
||||||
|
|
|
in Active
|
|
|
|
Significant
|
||||||
|
Fair Value at
|
|
Markets for
|
|
Significant Other
|
|
Unobservable
|
||||||
|
March 31,
|
|
Identical Assets
|
|
Observable Inputs
|
|
Inputs
|
||||||
|
2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Deferred compensation plan asset
(1)
|
$
|
23,949
|
|
|
$
|
2,673
|
|
|
$
|
21,276
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||
Interest rate lock liability
(2)
|
$
|
23,757
|
|
|
|
|
$
|
23,757
|
|
|
|
||
Deferred compensation plan liability
(3)
|
35,116
|
|
|
$
|
35,116
|
|
|
|
|
|
|||
Total liabilities
|
$
|
58,873
|
|
|
$
|
35,116
|
|
|
$
|
23,757
|
|
|
|
(1)
|
The deferred compensation plan asset consists of the investment funds maintained for the future payments under the Company’s executive deferred compensation plan, which is structured as a rabbi trust. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. The cost basis of the investment funds is
$24,803
.
|
(Thousands of dollars)
|
March 31, 2016
|
|
March 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Publicly traded debt
|
$
|
1,906,160
|
|
|
$
|
1,943,160
|
|
|
$
|
1,114,578
|
|
|
$
|
1,165,804
|
|
Non-traded debt
|
4,793
|
|
|
4,476
|
|
|
4,902
|
|
|
4,655
|
|
(Thousands of dollars)
|
Three Months Ended
March 31, |
|
|
|||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Net Sales:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
1,615,307
|
|
|
$
|
1,461,505
|
|
|
10.5
|
%
|
Consumer Group
|
378,086
|
|
|
351,690
|
|
|
7.5
|
%
|
||
Global Finishes Group
|
454,166
|
|
|
469,556
|
|
|
-3.3
|
%
|
||
Latin America Coatings Group
|
125,187
|
|
|
166,231
|
|
|
-24.7
|
%
|
||
Administrative
|
1,278
|
|
|
1,302
|
|
|
-1.8
|
%
|
||
Total
|
$
|
2,574,024
|
|
|
$
|
2,450,284
|
|
|
5.1
|
%
|
(Thousands of dollars)
|
Three Months Ended
March 31, |
|
|
|||||||
|
2016
|
|
2015
|
|
Change
|
|||||
Income Before Income Taxes:
|
|
|
|
|
|
|||||
Paint Stores Group
|
$
|
253,534
|
|
|
$
|
176,576
|
|
|
43.6
|
%
|
Consumer Group
|
63,964
|
|
|
55,406
|
|
|
15.4
|
%
|
||
Global Finishes Group
|
48,582
|
|
|
38,900
|
|
|
24.9
|
%
|
||
Latin America Coatings Group
|
(928
|
)
|
|
9,500
|
|
|
-109.8
|
%
|
||
Administrative
|
(148,787
|
)
|
|
(87,141
|
)
|
|
-70.7
|
%
|
||
Total
|
$
|
216,365
|
|
|
$
|
193,241
|
|
|
12.0
|
%
|
(Thousands of dollars)
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
147,128
|
|
|
$
|
131,404
|
|
Interest expense
|
25,732
|
|
|
12,351
|
|
||
Income taxes
|
69,237
|
|
|
61,837
|
|
||
Depreciation
|
42,895
|
|
|
42,500
|
|
||
Amortization
|
5,782
|
|
|
6,905
|
|
||
EBITDA
|
$
|
290,774
|
|
|
$
|
254,997
|
|
•
|
general business conditions, strengths of retail and manufacturing economies and the growth in the coatings industry;
|
•
|
legal, regulatory and other matters that may affect the timing of our ability to complete the planned acquisition of The Valspar Corporation, or Valspar, if at all, including the potential for regulatory authorities to require divestitures in connection with the proposed transaction;
|
•
|
our ability to successfully integrate past and future acquisitions into our existing operations, including Valspar, as well as the performance of the businesses acquired;
|
•
|
risks inherent in the achievement of cost synergies and the timing thereof for the planned acquisition of Valspar;
|
•
|
competitive factors, including pricing pressures and product innovation and quality;
|
•
|
changes in raw material and energy supplies and pricing;
|
•
|
changes in our relationships with customers and suppliers;
|
•
|
our ability to attain cost savings from productivity initiatives;
|
•
|
changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations;
|
•
|
risks and uncertainties associated with our expansion into and our operations in Asia, Europe, South America and other foreign markets, including general economic conditions, inflation rates, recessions, foreign currency exchange rates, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest and other external economic and political factors;
|
•
|
the achievement of growth in foreign markets, such as Asia, Europe and South America;
|
•
|
increasingly stringent domestic and foreign governmental regulations, including those affecting health, safety and the environment;
|
•
|
inherent uncertainties involved in assessing our potential liability for environmental-related activities;
|
•
|
other changes in governmental policies, laws and regulations, including changes in accounting policies and standards and taxation requirements (such as new tax laws and new or revised tax law interpretations);
|
•
|
the nature, cost, quantity and outcome of pending and future litigation and other claims, including the lead pigment and lead-based paint litigation, and the effect of any legislation and administrative regulations relating thereto; and
|
•
|
unusual weather conditions.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
Period
|
Total
Number of
Shares
Purchased
|
|
Average
Price
Paid Per
Share
|
|
Number of
Shares
Purchased as
Part of a
Publicly
Announced
Plan
|
|
Number of
Shares That
May Yet Be
Purchased
Under the
Plan
|
||||||
January 1 - January 31
|
|
|
|
|
|
|
|
|
|||||
|
Share repurchase program
(1)
|
|
|
|
|
|
|
|
11,650,000
|
|
|||
|
Employee transactions
(2)
|
|
1,385
|
|
|
$
|
248.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
February 1 - February 28
|
|
|
|
|
|
|
|
|
|||||
|
Employee transactions
(2)
|
|
59,916
|
|
|
257.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 1 - March 31
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
||||
|
Share repurchase program
(1)
|
|
|
|
|
|
|
|
11,650,000
|
|
|||
|
Employee transactions
(2)
|
|
61,301
|
|
|
$
|
257.32
|
|
|
|
|
NA
|
|
(1)
|
All shares were purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program. The Company had remaining authorization at
March 31, 2016
to purchase
11,650,000
shares.
|
(2)
|
All shares were delivered to satisfy the exercise price and/or tax withholding obligations by employees who exercised stock options or had shares of restricted stock vest.
|
|
|
*2.1
|
Agreement and Plan of Merger, among The Sherwin-Williams Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference.
|
|
|
4.1
|
364-Day Bridge Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
4.2
|
Term Loan Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, Morgan Stanley Senior Funding, Inc. and PNC Bank, National Association, as co-syndication agents, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
4.3
|
Amendment No. 1 to Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, and Bank of America, National Association, as Canadian administrative agent, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
10.1
|
The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) (filed herewith).
|
|
|
31(a)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
|
|
|
31(b)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
|
|
|
32(a)
|
Section 1350 Certification of Chief Executive Officer (furnished herewith).
|
|
|
32(b)
|
Section 1350 Certification of Chief Financial Officer (furnished herewith).
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
THE SHERWIN-WILLIAMS COMPANY
|
|
|
|
April 27, 2016
|
By:
|
/s/ Allen J. Mistysyn
|
|
Allen J. Mistysyn
|
|
|
|
Senior Vice President-Corporate Controller
|
|
|
|
April 27, 2016
|
By:
|
/s/ Catherine M. Kilbane
|
|
Catherine M. Kilbane
|
|
|
|
Senior Vice President, General
|
|
|
Counsel and Secretary
|
INDEX TO EXHIBITS
|
|
Exhibit No.
|
Exhibit Description
|
*2.1
|
Agreement and Plan of Merger, among The Sherwin-Williams Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference.
|
|
|
4.1
|
364-Day Bridge Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
4.2
|
Term Loan Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, Morgan Stanley Senior Funding, Inc. and PNC Bank, National Association, as co-syndication agents, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
4.3
|
Amendment No. 1 to Credit Agreement, dated as of April 13, 2016, by and among The Sherwin-Williams Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, and Bank of America, National Association, as Canadian administrative agent, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference.
|
|
|
10.1
|
The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) (filed herewith).
|
|
|
31(a)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
|
|
|
31(b)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
|
|
|
32(a)
|
Section 1350 Certification of Chief Executive Officer (furnished herewith).
|
|
|
32(b)
|
Section 1350 Certification of Chief Financial Officer (furnished herewith).
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|---|---|---|
GEODE CAPITAL MANAGEMENT, LLC | 3,261,442 | 45,149,605 | |
HARBOR CAPITAL ADVISORS, INC. | 851,492 | 8,302 | |
LSV ASSET MANAGEMENT | 821,630 | 11,371 | |
RHUMBLINE ADVISERS | 447,225 | 4,360,425 | |
SNOW CAPITAL MANAGEMENT LP | 375,981 | 14,268 | |
Parametric Portfolio Associates LLC | 323,327 | 12,995 | |
Sterling Capital Management LLC | 316,855 | 4,385,274 | |
ETF MANAGERS GROUP, LLC | 279,916 | 6,603,218 | |
SCW Capital Management, LP | 221,490 | 4,211 | |
PUTNAM INVESTMENTS LLC | 204,446 | 3,457,182 | |
NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 173,842 | 1,695 | |
Lapides Asset Management, LLC | 143,700 | 3,621,240 | |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 129,677 | 1,794,730 | |
IRONWOOD INVESTMENT MANAGEMENT LLC | 90,420 | 1,251,413 | |
MetLife Investment Management, LLC | 87,040 | 1,204,634 | |
AMUNDI | 78,470 | 1,082,101 | |
Aperio Group, LLC | 48,539 | 1,824 | |
TEACHERS RETIREMENT SYSTEM OF THE STATE OF KENTUCKY | 47,349 | 655 | |
Neo Ivy Capital Management | 42,447 | 587 | |
NEW YORK STATE COMMON RETIREMENT FUND | 40,298 | 393 | |
Amitell Capital Pte Ltd | 37,736 | 522,266 | |
Country Club Trust Company, n.a. | 34,915 | 1,397 | |
SKYLINE ASSET MANAGEMENT LP | 33,900 | 1,274 | |
EATON VANCE MANAGEMENT | 33,810 | 643 | |
OREGON PUBLIC EMPLOYEES RETIREMENT FUND | 33,479 | 326,420 | |
Redwood Investment Management, LLC | 33,472 | 463 | |
Police & Firemen's Retirement System of New Jersey | 31,277 | 432,874 | |
VIRGINIA RETIREMENT SYSTEMS ET AL | 30,600 | 825,282 | |
Quinn Opportunity Partners LLC | 30,000 | 415,200 | |
KLP KAPITALFORVALTNING AS | 29,800 | 412,432 | |
COLONY GROUP LLC | 29,527 | 796 | |
Kendall Capital Management | 28,150 | 274,463 | |
GAMCO INVESTORS, INC. ET AL | 27,400 | 379,216 | |
Keeley-Teton Advisors, LLC | 26,703 | 369,570 | |
Pacer Advisors, Inc. | 25,000 | 24,054 | |
Brinker Capital Investments, LLC | 24,120 | 564,649 | |
BNP PARIBAS FINANCIAL MARKETS | 21,420 | 296,453 | |
INNOVIS ASSET MANAGEMENT LLC | 20,707 | 558,468 | |
Cubic Asset Management, LLC | 19,825 | 250,390 | |
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 16,468 | 228 | |
PICTET ASSET MANAGEMENT SA | 13,806 | 347,911 | |
BBVA USA | 12,772 | 495 | |
South Shore Capital Advisors | 11,541 | 219 | |
ZEKE CAPITAL ADVISORS, LLC | 11,269 | 263,807 | |
PICTET ASSET MANAGEMENT LTD | 9,200 | 420 | |
ADVISOR PARTNERS II, LLC | 8,930 | 240,842 | |
FIRST MERCANTILE TRUST CO | 7,517 | 291 | |
World Asset Management Inc | 6,583 | 255 | |
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 4,495 | 62,211 | |
BESSEMER GROUP INC | 3,400 | 33 | |
NISA INVESTMENT ADVISORS, LLC | 2,202 | 21,470 | |
Bartlett & Co. LLC | 2,054 | 35 | |
WIPFLI FINANCIAL ADVISORS LLC, | 1,982 | 38 | |
BARTLETT & CO. WEALTH MANAGEMENT LLC | 1,950 | 19,013 | |
Versant Capital Management, Inc | 1,630 | 15,893 | |
Psagot Value Holdings Ltd. | 934 | 36 | |
Main Street Group, LTD | 846 | 11,709 | |
Berman Capital Advisors, LLC | 765 | 29 | |
North Star Investment Management Corp. | 760 | 7,410 | |
Covestor Ltd | 674 | 9 | |
HUNTINGTON NATIONAL BANK | 617 | 8,540 | |
PNC Managed Account Solutions, Inc. | 567 | 26 | |
Carroll Financial Associates, Inc. | 434 | 17 | |
Coppell Advisory Solutions LLC | 322 | 4,434 | |
FourThought Financial, LLC | 264 | 5 | |
Baystate Wealth Management LLC | 261 | 4,414 | |
Sound Income Strategies, LLC | 219 | 2,135 | |
Whipplewood Advisors, LLC | 209 | 146 | |
CIBC Private Wealth Group LLC | 200 | 2,758 | |
Fieldpoint Private Securities, LLC | 176 | 5 | |
AMERIFLEX GROUP, INC. | 129 | 1,585 | |
Eagle Bay Advisors LLC | 123 | 1,702 | |
Steward Financial Group LLC | 122 | 3 | |
Salomon & Ludwin, LLC | 103 | 1,004 | |
Baldrige Asset Management LLC | 100 | 2 | |
Winslow, Evans & Crocker, Inc. | 100 | 4 | |
American Portfolios Advisors | 90 | 1,711 | |
Putney Financial Group LLC | 75 | 731 | |
Ahrens Investment Partners LLC | 75 | 1,769 | |
FARMERS & MERCHANTS INVESTMENTS INC | 63 | 614 | |
Citizens National Bank Trust Department | 62 | 605 | |
TRUSTCORE FINANCIAL SERVICES, LLC | 52 | 1,217 | |
REILLY FINANCIAL ADVISORS, LLC | 50 | 2 | |
WHITTIER TRUST CO | 38 | 370 | |
OLD POINT TRUST & FINANCIAL SERVICES N A | 38 | 526 | |
TimeScale Financial, Inc. | 38 | 958 | |
Parallel Advisors, LLC | 36 | 351 | |
MassMutual Private Wealth & Trust, FSB | 29 | 283 | |
Byrne Asset Management LLC | 28 | 273 | |
NewSquare Capital LLC | 23 | 224 | |
EASTERN BANK | 20 | 277 | |
CAMBRIDGE TRUST CO | 20 | 253 | |
BerganKDV Wealth Management, LLC | 20 | 504 | |
Financial Gravity Asset Management, Inc. | 12 | 117 | |
Financial Management Professionals, Inc. | 11 | 107 | |
Coppell Advisory Solutions LLC | 11 | 151 | |
BDO Wealth Advisors, LLC | 6 | 152 | |
Anfield Capital Management, LLC | 6 | 83 | |
Brooklyn Investment Group | 3 | 42 | |
SBI Securities Co., Ltd. | 1 | 10 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
JEFFREY SLOAN Jeff Sloan joined our Board of Directors in March 2025. Mr. Sloan most recently served as Chief Executive Officer of Global Payments Inc. ("Global Payments"), a leading worldwide provider of software solutions and payments technology, from October 2013 to June 2023. He joined Global Payments as President, a role in which he served from June 2010 to September 2013. Between September 1998 and May 2010, Mr. Sloan held various executive positions at Goldman Sachs, including as Global Head of Goldman Sachs’ Financial Technology Group where he pioneered the firm’s FinTech investment banking practice. Mr. Sloan has served on the board of directors of Corpay Inc., a global S&P 500 corporate payments company, since July 2013 and is a member of Corpay’s Executive and Acquisitions Committee and its Information Technology and Security Committee. Mr. Sloan has served on the board of directors of Guidewire Software, Inc., a provider of cloud-based software for the property and casualty insurance industry, since January 2025. OTHER PUBLIC COMPANY BOARDS: Corpay Inc.; Guidewire Software, Inc. QUALIFICATIONS: Mr. Sloan's qualifications include his significant leadership experience as Chief Executive Officer of Global Payments; his technology and transactional experience; his current and prior experience serving on the boards of directors of public companies; and his independence. | |||
LAURA SEN Laura Sen has been a member of our Board of Directors since May 2022. She most recently served as the Non-Executive Chairman of the board of directors of BJ’s Wholesale Club, Inc. (“BJ’s”), a membership-only warehouse chain, from January 2016 to April 2018, and was Chief Executive Officer of BJ’s from 2009 to 2016. She served as BJ’s Chief Operating Officer from 2008 to 2009 and served as BJ’s Executive Vice President of Merchandising and Logistics from 2007 to 2008. From 2003 to 2006, Ms. Sen was the Principal of Sen Retail Consulting, advising companies in the retail sector in the areas of merchandising and logistics. Ms. Sen is a member of the board of directors of Burlington Stores, Inc., where she serves on the audit committee. Ms. Sen is also a member of the board of directors of Massachusetts Mutual Life Insurance Company, a privately held company. Ms. Sen previously served as a director of EMC Corporation, rue21, inc., Abington Savings Bank and the Federal Reserve Bank of Boston OTHER PUBLIC COMPANY BOARDS: Burlington Stores, Inc. QUALIFICATIONS : Ms. Sen’s qualifications include her current and prior experience as a director of other public companies; her significant leadership and management experience in leading a growth company and serving on boards of significant companies in the retail industry; her financial expertise; and her independence. | |||
LAURA MILLER Laura Miller joined our Board of Directors in October 2023. From March 2021 to August 2024, Ms. Miller served as Executive Vice President and Chief Information Officer of Macy’s, Inc. (“Macy’s”). As CIO of Macy’s, her responsibilities included strategy, execution, operations, enterprise data and analytics, and cybersecurity for three brands in more than 650 locations. Prior to joining Macy’s, Ms. Miller was with InterContinental Hotels Group PLC (IHG) from 2013 to January 2020, where she held the role of Global Chief Information Officer. Prior to joining IHG, Ms. Miller was Senior Vice President, Financial Services Application Development for First Data Corporation, where she led several transformational initiatives to rearchitect the global business model to deliver operational and financial improvements. Ms. Miller currently serves on the supervisory board of Ahold Delhaize, one of the world's largest food retail groups and a leader in supermarkets and e-commerce. She previously served on the board and as chair of the technology committee of EVO Payments, Inc., a global merchant acquirer and payment processor, and on the board of directors of LGI Homes, an industry-leading residential home design, construction, sales and marketing business. Ms. Miller has a bachelor’s degree in Information Systems Management from the University of Maryland, Baltimore County, and holds a master’s degree in Computer Systems Management from the University of Maryland University College. OTHER PUBLIC COMPANY BOARDS: Ahold Delhaize QUALIFICATIONS : Ms. Miller’s qualifications include her global leadership experience as well as her extensive expertise in technology and cybersecurity matters; and her independence. | |||
KIRK LARSEN Kirk Larsen has been a member of our Board of Directors since September 2019. Mr. Larsen is Chief Financial Officer of Relativity, a global legal technology company, a role he has held since April 2024. He served as an Advisor to ICE Mortgage Technology Holdings, Inc., a division of Intercontinental Exchange, Inc. (“Intercontinental Exchange”), from September to December 2023. Mr. Larsen is the former President and Chief Financial Officer of Black Knight, Inc. (“Black Knight”), a provider of software, data and analytics to the mortgage and consumer loan, real estate and capital markets verticals, a position he held from May 2022 through the successful acquisition of the company by Intercontinental Exchange in September 2023. From January 2014 to May 2022, Mr. Larsen was Executive Vice President and Chief Financial Officer of Black Knight. From January 2014 to April 2015, he also served as the Executive Vice President and Chief Financial Officer of ServiceLink, a national provider of loan transaction services to the mortgage industry. Before joining Black Knight, Mr. Larsen held leadership roles at Fidelity National Information Services, Inc., a financial services technology company, serving as Corporate Executive Vice President, Finance from July 2013 to December 2013 and as Senior Vice President and Treasurer from October 2009 to July 2013. He previously held finance and accounting roles at Metavante Corporation, Rockwell Automation, Inc. and Ernst & Young LLP. QUALIFICATIONS: Mr. Larsen’s qualifications include his significant experience in leadership roles in publicly held technology companies; his expertise in mergers and acquisitions, technology and software; his financial literacy and expertise; and his independence. | |||
KEVIN REDDY Kevin Reddy is the Independent Chair of our Board of Directors, a position he has held since February 2025. Mr. Reddy joined our Board in October 2023 and previously served as Lead Director from May 2024 through February 2025. Since 2016, Mr. Reddy has served as Managing Partner of Reddy Enterprises, providing advisory and management consulting services to distinguished investment funds. Mr. Reddy previously served as Chief Executive Officer of Noodles & Company from 2006 to 2016. He became a member of its board of directors in 2006 and served as Chairman of the board from 2008 to 2016. Under his leadership, Noodles & Company held a successful initial public offering in 2013 and grew to more than 450 restaurants and in excess of 10,000 team members during his tenure. Prior to joining Noodles & Company, he was the Chief Operating Officer and Restaurant Support Officer for Chipotle Mexican Grill and was instrumental in designing and building the infrastructure, team and culture to propel Chipotle from 11 locations to almost 500. Mr. Reddy currently serves on the board of directors of K-MAC Enterprises Inc., a leading YUM! franchisee, operating over 300 Taco Bell restaurants in Arkansas, Missouri, Oklahoma, and Texas. He is an advisory board member of Fusion Education Group and Citation. Mr. Reddy also serves as a Senior Operating Partner to a prestigious sovereign wealth fund and several early stage innovative technology companies. QUALIFICATIONS : Mr. Reddy’s qualifications include his leadership skills, extensive experience in the restaurant industry, and his independence. | |||
JANET HAUGEN Janet Haugen joined our Board of Directors in October 2023. Ms. Haugen is the former Senior Vice President and Chief Financial Officer of Unisys Corporation (“Unisys”), a global information technology company, a role which she held from April 2000 to November 2016. She also held positions as Vice President, Controller and Interim Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she held positions at Ernst & Young from 1980 to 1996, including as an audit partner from 1993 to 1996. Ms. Haugen has served on the board of directors of Juniper Networks, Inc., a provider of high-performance networking and cybersecurity solutions, since May 2019 and as chair of the audit committee since February 2020. Ms. Haugen has served as a director and member of the audit committee of Bentley Systems, Incorporated., a software development company, since September 2020, and as lead independent director since December 2021 and as chair of the sustainability committee since March 2021. She is also a member of the board of directors and audit committee chair of Central Square Technologies. From 2018 to 2021, she served on the board of directors, as audit committee chair and as a member of the compensation committee, of Paycom Software, Inc., a provider of comprehensive, cloud-based human capital management software. She also served on the board of directors and was chair of the audit committee of SunGard Data Systems Inc., a software and services company, from 2002 to 2005. She earned her bachelor’s degree in economics from Rutgers University. OTHER PUBLIC COMPANY BOARDS: West Pharmaceutical Services; Juniper Networks, Inc.; Bentley Systems, Inc. QUALIFICATIONS: Ms. Haugen’s qualifications include her extensive leadership experience; financial literacy and expertise; her current and prior public company board and committee experience; her broad industry experience; and her independence. | |||
JAMES G. KELLY James G. Kelly is President and Chief Executive Officer of NCR Voyix. He served as Independent Chairman of our Board of Directors from October 2023 to May 2024 and as Executive Chair from May 2024 through February 2025. Mr. Kelly previously served as Chief Executive Officer and as a member of the board of directors of EVO Payments, Inc. (“EVO”) from May 2018 until EVO’s acquisition by Global Payments Inc. (“Global Payments”) in March 2023. Prior to EVO’s initial public offering in 2018, Mr. Kelly served as Chief Executive Officer and a member of the board of directors of EVO Payments International from 2012 to 2018. Before joining EVO, Mr. Kelly held several leadership roles at Global Payments from 2001 to 2010, including President and Chief Operating Officer from 2006 to 2010 and Senior Executive Vice President and Chief Financial Officer from 2000 to 2005. Prior to joining Global Payments, Mr. Kelly served as a managing director of Alvarez & Marsal, a leading global professional services firm, and as a manager of Ernst & Young’s mergers and acquisitions and audit groups. Mr. Kelly currently serves on the advisory boards of Madison Dearborn Partners and Broad Sky Partners and is a member of the board of directors of MoneyGram International Inc. and Great Gray Trust Company. He also serves on the National Commercial Fishing Safety Advisory Committee of the U.S. Department of Homeland Security. Mr. Kelly holds a bachelor’s degree from the University of Massachusetts, Amherst. QUALIFICATIONS: Mr. Kelly’s qualifications include his extensive experience in senior leadership roles in publicly held companies including EVO and Global Payments; his significant experience in financial services and technology industries; his experience leading companies in operational, financial and strategic matters. | |||
IRV HENDERSON Irv Henderson joined our Board of Directors in March 2024. Mr. Henderson is the Chief Executive Officer and Founder of KonstructIQ Inc., an innovative provider of software tools in the residential construction space that simplifies workflows and financial operations. Mr. Henderson formerly served as Executive Vice President and Chief Digital Officer for Small Business at U.S. Bank from September 2019 to December 2022, where he led development and execution of the One U.S. Bank digital strategy for business customers. Prior to U.S. Bank, Mr. Henderson was Chief Executive Officer and -Founder of talech, a provider of point-of-sale (POS) systems for restaurants and retailers, from 2012 until talech’s acquisition by U.S. Bank in 2019. Mr. Henderson has also held various technology product leadership roles with Yahoo!, Obopay and InfoSpace Mobile. He holds an MBA from Cornell University. QUALIFICATIONS: Mr. Henderson’s qualifications include his extensive leadership experience; background in technology and point-of-sale software development, retail and restaurant industry experience; and his independence. | |||
CATHERINE L. BURKE Catherine L. Burke (“Katie”) has served on our Board of Directors since September 2019. She is the Founder and Principal of Fall Creek Advisors where she serves as a counselor to a wide range of leaders, chief executive officers and investors. Ms. Burke serves as a member of the U.S. advisory board of CVC Capital Partners and is a Senior Advisor to Daniel J. Edelman Holdings, Inc. (“DJE Holdings”). Ms. Burke previously served as Vice Chairman and Chief Corporate Strategy Officer of DJE Holdings, the parent company of consulting firms Edelman, ZENO, and Edelman Smithfield. She joined Edelman in 2008 and has served in a variety of executive roles at the firm including Chief Corporate Strategy Officer, Global Chairman of Public Affairs, Global President of Practices and Sectors, and Executive Vice President of Public Affairs. Between 2014 and 2016, Ms. Burke served as Executive Vice President of Marketing and Communications at Nielsen Holdings plc and founded and managed a consulting firm, Katie Burke Communications, until she returned to Edelman in 2017. Ms. Burke previously served on the board of directors of Black Knight, Inc. through the successful acquisition of the company by Intercontinental Exchange, Inc in September 2023. QUALIFICATIONS: Mrs. Burke’s qualifications include her extensive experience and senior leadership roles in corporate strategy and operations; her domestic and international experience in government affairs, public affairs and corporate affairs; her financial literacy; her public company board experience; and her independence. |
Summary Compensation Table for 2024 ($)
|
|||||||||||||||||||||||||||||
Name and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation
|
Total
|
|||||||||||||||||||||
James G. Kelly
President and Chief Executive Officer (Former Executive Chair)
|
2024 | $344,808 | $39,212 | $3,546,288 | — | $121,493 | $117,100 | $4,168,901 | |||||||||||||||||||||
Brian Webb-Walsh
Executive Vice President
and Chief Financial Officer
|
2024 | $550,000 | $60,390 | $3,552,418 | — | $187,110 | $13,097 | $4,363,015 | |||||||||||||||||||||
2023 | $236,923 | $1,074,000 | $2,003,760 | — | $253,151 | $3,962 | $3,571,796 | ||||||||||||||||||||||
Kelli Sterrett
Executive Vice President, General Counsel & Secretary
|
2024 | $500,000 | $38,430 | $3,029,938 | — | $119,070 | $9,119 | $3,696,557 | |||||||||||||||||||||
2023 | $200,000 | — | $500,813 | — | $146,712 | $215 | $847,740 | ||||||||||||||||||||||
David Wilkinson
Former Chief Executive Officer
|
2024 | $800,000 | $131,760 | $8,672,325 | — | $408,240 | $18,097 | $10,030,422 | |||||||||||||||||||||
2023 | $560,607 | — | $69,314 | $25,425 | $1,200,000 | $24,076 | $1,879,422 | ||||||||||||||||||||||
Brendan Tansill
Former Executive Vice President and President, Digital Banking
|
2024 | $316,058 | $4,000,000 | $1,499,997 | — | — | $12,879 | $5,828,934 | |||||||||||||||||||||
Eric Schoch
Former Executive Vice President and President, Retail
|
2024 | $500,000 | $54,900 | $2,803,691 | — | $170,100 | $153,852 | $3,682,543 | |||||||||||||||||||||
2023 | $504,321 | $250,200 | $1,039,045 | $4,696 | $157,288 | $54,705 | $2,010,255 |
Customers
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Wilkinson David O. | - | 247,592 | 0 |
OLIVER TIMOTHY CHARLES | - | 205,544 | 0 |
Bedore James | - | 170,288 | 0 |
Webb-Walsh Brian J. | - | 142,288 | 0 |
Schoch Eric | - | 96,457 | 0 |
Burke Catherine Levinson | - | 52,412 | 0 |
Sterrett Kelli | - | 25,445 | 0 |
Welling Glenn W. | - | 23,871 | 2,100,470 |
Moyer Kelly | - | 20,901 | 0 |
Moyer Kelly | - | 20,168 | 0 |
LAYDEN DONALD W JR | - | 18,763 | 0 |
Reddy Kevin Michael | - | 15,646 | 0 |
Tadele Beimnet | - | 15,397 | 0 |
HAUGEN JANET BRUTSCHEA | - | 9,396 | 0 |
KELLY JAMES G | - | 9,396 | 32,100 |
SLOAN JEFFREY STEVEN | - | 3,872 | 0 |
Henderson Irv | - | 1,772 | 0 |