Document nmbwvepp0e2OVrv8GepYqNB81

GL 0003B65 HMdei Plains inn rrott Irani u coalings & Resins Group Plants: Atlanta, Ga. Carrollton, Tex. Chicago, 111. (2) Cleveland, Ohio Los Angeles, Calif. Minneapolis, Minn. Montreal, Que. Foods Group New Orleans, La. Portland, Ore. Plants: Reading, Pa. St. Louis, Mo. San Francisco, Calif. Toronto, Ont. Wickliffe, Ohio Wilmington, Del. Berkeley, Calif. Bethlehem, Pa. Chicago, 111. (2) Jersey City, N. J. Louisville, Ky. Wolcott, N. Y. Arch. Products Pilot Plant: Atlanta, Ga. Products: t Sauce and Gravy Mixes I ) Products: Spices and Herbs j Interior House Paints Extracts and Flavorings Exterior House Paints Seasoning Blends Floor Paints Durkee's Famous Sauce Wood Stains Enamels Vegetable Flakes Food Colors Lacquers Packaged and Bulk Coconut Varnishes Dehydrated Onion Products Tinting Bases O&C French Fried Onions I Masonry Filler-Sealer O&C Boiled Onions Polyurethane Coatings O&C Potato Sticks Maintenance Coatings O&C Potato Salad Graphic Arts Paints O&C Potato Pancakes Traffic Paint Industrial Coatings Gretchen Grant Frozen Hors d'oeuvres Industrial Resins Gretchen Grant Pastries Aircraft Finishes Bulk Shortenings Paper Coatings Bakers' Margarine Marine Finishes Hard Butters Industrial Adhesives Specialty Edible Oil Products Grout and Mortar Food Emulsifiers Neoprene Coatings Margarine Oils Hypalon Coatings Refined Vegetable Oils Architectural Building Materials Salad Oils J. y Mixes bs lavorings ds us Sauce iS 3ulk Coconut .ion Products ied Onions lions icks lad .ncakes : Frozen BS ; Pastries gs ine e Oil Products rs ole Oils international Group Chemicals Group Plants: Baltimore, Md. (3) Hammond, Ind. Jacksonville, Fla. Johnstown, Pa. Lakehurst, N. J. Port St. Joe, Fla. Products: Titanium Dioxide Pigments Inorganic Colors Metal Powders Copper, Lead, Tin, Iron, Nickel, Manganese, Silicon, Stainless Steel, Alloys Copper Oxide Copper Pigment Perfumery & Aromatic Chemicals Terpene Chemicals Distilled Tall Oil Tall Oil Rosin Tall Oil Fatty Acids Porcelain Enamel Frits Ceramic Frits Affiliated Companies in: Belgium Costa Rica Ecuador Guatemala Italy Japan Mexico Panama Philippines Puerto Rico South Africa West Germany Licensees in: Australia Chile Colombia Denmark Finland France Iceland The Netherlands New Zealand Norway Peru Philippines Spain Sweden United Kingdom West Indies Gl0003867 Financial Highlights Net sales........................................... . . Income before taxes................................ Net income................................................. Per common share................................ Cash flow...................................... . . . Per common share................................ Dividends on common stock . . . . Per share........................... ..... . . . Dividends on preferred stock . . . . Depreciation and depletion . , Expenditures for plant and equipment . Working capital ........................................... Current ratio........................................... Shareholders' equity............................ . Per common share................................ Number of shareholders Preferred................................................ Common................................................ Number of employees................................ 1964 $257,660,508 $ 18,015,735 $ 9,064,735 $3.63 $ 16,542,593 $6.82 $ 4,682,506 $2.00 $ 480,775 $ 6,735,858 $ 6,904,347 $ 78,551,365 3.98 to 1 $111,102,031 $42.19 492 20,417 7,805 1963 $240,954,776 $ 14,467,335 $ 7,494,335 $3.03 $ 15,640,718 $6.53 $ 4,662,880 $2.00 $ 420,066 $ 6,750,383 $ 4,023,449 $ 73,359,202 4.51 to 1 $105,390,441 $41.26 135 20,809 7,505 Change + 7% +25% +21% +20% + 6% + 72% + 7% + 5% + 4% The Glidden company Annual Report 1984 Contents Report from Chairman......................................................2 Report from President......................................................3 Coatings and Resins Group.................................................4 Foods Group.................................................................... 6 Chemicals Group................................................................8 International Group......................................................... 10 Operating and Financial Review..................................... 12 Ten Year Comparison....................................................14 Consolidated Balance Sheets.......................................... 16 Consolidated Income Statements..................................... 18 Source and Application of Funds................................ 19 Notes to Financial Statements..................................... 20 Accountants' Report.........................................................20 Plants and Products.........................Inside Front Cover Directors, Officials, and Corporate Data..............................Inside Back Cover GL D0Q3868 Dwight P. Joyce Report from the Chairmen Fiscal 1964 was an excellent year markets we serve, and expand our year. George M. Halsey, Vice Pres i -- one of the best in our history. research and product development ident of the Chemicals Group, was Sales of The Glidden Company efforts. This is not to say that we elected Senior Vice President and reached an all-time high of have all of this Work behind us by continues to head our chemicals $257,660,508, compared with sales any means, for in these vital areas, operations. George S. Warner, of $240,954,776 in fiscal 1963. It work is never finished. However, formerly Vice President-Operations should be noted that fiscal 1963 we are at this moment in the best of the Chemicals Group, was elected also set a new sales record, and thus position in our history to create and Vice President of the Foods Group. we have had two consecutive rec ord-breaking years. Net income for 1964 amounted to $9,064,735, com pared with net income of $7,494,335 for the previous fiscal year. Net in come per common share amounted to $3.63, compared with $3.03 per common share during fiscal 1963. take advantage of further growth opportunities. As Chief Executive Officer of the company, it has been my duty and pleasure to make sure that our com pany continues to build a strong management organization, both for the present and for the future. We William L. Rodich was appointed Vice President-Operations of the Chemicals Group, replacing Mr. Warner. Walter C. Mitchell was appointed Vice President of the Pigments and Color Division of the Chemicals Group. Bernard R. Other highlights of the operating results are discussed in the Report have made fine progress in recent years, and it is highly gratifying to Krashin and Roland C- Disney were appointed Vice Presidents of from the President. see a young, vigorous and imagina Macco Chemical and Gates Engi From the beginning, the fiscal tive team earning positions of neering Divisions, respectively, of year of 1964 had the earmarks of increasing responsibility. the Coatings and Resins Group. a good one. Excellent fall weather In March of 1964, William G. In February, 1964, Raymond Q. last year extended the outdoor Phillips, age 44, was elected Presi Armington, President of the Triax painting season later than normal, dent of the company. Mr. Phillips Company of Cleveland, was elected - which assisted sales of both our came to The Glidden Company in a member of the Glidden Board of Coatings and Resins Group and our Chemicals Group, and we took 1948 and was elected Treasurer and a Director in 1953. In 1960, he Directors. Mr. Armington replaces A. D. Duncan, who resigned follow advantage of the momentum of this assumed the additional duties of ing retirement from active duty start to achieve further sales gains coordinating the company's long with the company. throughout the year. Of far greater range planning program and was This is the 32nd consecutive cal importance than the weather, how elected Administrative Vice Presi endar year in which The Glidden ever, is the fact that we are now dent in 1963. As top operating Company has paid a dividend. We beginning to reap the benefits of the officer, Mr. Phillips typifies the are proud of this record and are considerable investments we have youthful group of executives who constantly reminded that all our made in recent years to strengthen will direct the company's future efforts and planning for the future our management organization; im growth. are directed toward one end --to prove our manufacturing tech Other important organizational protect and enhance your invest niques; broaden coverage of the changes also were made during the ment in the company. Sincerely, November 9, 1964 l {/ [y Chairman and Chief Executive Officer 2 GLD003869 :e Presjp, was :nt and ;micals 1 arner, rations elected Group, pointed of the ig Mr. sll was of the sion of lard R. Disney lents of s Engi/ely, of oup. lond Q. e Triax elected oard of eplaces followe duty ive calJlidden nd. We ind are all our ; future ;nd --to invest- y> an and Officer Report Irom the President William G. Phillips All three domestic operating groups -- Coatings and Resins, Foods, and Chemicals--contributed to the ex cellent sales increase of seven per cent during fiscal 1964. In these three groups, the rate of profit im provement was even greater than the rate of sales increase because we improved our manufacturing efficiency in many areas and we are concentrating more of our efforts on merchandising those products which have higher profit margins. The International Group also had a good sales increase and expanded its operating activities, but profits were reduced by start-up and re location expenses in several places. The Coatings and Resins Group contributed a 10 per cent increase in sales over fiscal 1963, with all regions of the group achieving in creases. The newly acquired Macco Chemical and Gates Engineering Divisions, whose results are in cluded for the first time this year in the group totals, are also doing well. The Durkee Famous Foods Group improved sales in all three divisions--Institutional, Industrial, and Grocery Products and increased profits by a substantial margin. The Chemicals Group increased sales by nearly seven per cent with an excellent increase in profit. The ilmenite mine at Lakehurst, N. J., was brought into full production. Capital expenditures amounted to $6,904,347 in fiscal 1964. Major outlays were for acquisitions made during the year, and for new plants ormajorplantadditions in Belgium, Panama, Mexico, and Chicago, 111. At this time, we anticipate capi tal expenditures for 1965 of over $9 million, to be used for manufactur ing facilities to produce new prod ucts and, where necessary, to oper ate more efficiently. For example, we will start construction of a new plant at Huron, Ohio, to make new types of resins and will make major additions to the organic chemicals plant at Jacksonville, Fla., for refin ing terpene chemicals. We also plan to expand iron /powder production facilities at Johnstown, Pa., and will begin production of iron powders at Hammond, Ind. We are continuing to invest in research and new product develop ment. Expenditures for this pur pose amounted to $3.8 million in 1964, and expenses for technical services amounted to $2.7 million. Thus, our total research and techni cal services expenditures were $6.5 million, an increase of $600,000 over the previous fiscal year. Nearly all of this increase was for research and new product development. Our achievements in 1964, our carefully planned long range growth program, and the fact that we have a capable and devoted organization present a promising outlook for the future of the company. n . Sincerely, November 9, 1964 3 President GL 0003 870 Paul W. Neidhardt, Vico President George S. Forbes, Vice President-Operations Regional Vice Presidents Thomas N. Armel, Chicago, 111. James L. Beauchamp, Atlanta, Ga. John H. Lathe, Jr., San Francisco, Calif. Robert B. Simpson, Cleveland, O. Richard H. Stephens, Carrollton, Tex. Herman F. Winger, Reading, Pa. George J. Seith, Regional Director, St. Louis, Mo. James W. Fowler, Vice President, The Glidden Company, Ltd., Toronto, Ont. Division Vice Presidents Roland C. Disney, Gates En gineering, Wilmington, Del. Bernard R. Krashin, Macco Chemical, Wicklille, O. Sales of the Coatings and Resins Group were $105,700,000 in fiscal 1964, compared with $96,300,000 in 1963. This is the first year in the company's history in which the sales of this group exceeded $100 million. A major factor in achieving this excellent growth was the increase in trade sales--that is, sales to indi vidual consumers, to painting con tractors, painters, and for industrial maintenance purposes. Increased sales to independent hardware and paint dealers, growth in the num ber of leased departments, and in tensified sales efforts among paint ing contractors--all contributed to the sales increases. Sales through company-operated Complicated metal parts get a better coat of paint through electrocoating. paint branches were particularly good. Our carefully planned con centration on retail business has proved to be profitable. There has been a consistent growth in this business, which since 1961 has in creased at a rate of more than 30 per cent a year. During fiscal 1964, we opened 30 new branches and leased departments and closed 19 such operations in less desirable loca tions, for a net increase of 11 retail outlets during the year. Industrial sales in fiscal 1964 showed a modest sales gain, with an increase of more than 10 per cent in profit margin. The prime reason for this is that we have been gradually withdrawing from cer tain areas which offer only modest gross profit potentials and are con centrating our efforts in those areas which offer higher profit opportuni ties. As we have broadened and developed our position in these more profitable areas, profit mar gins have responded accordingly. We are now marketing the prod ucts flowing from our extensive research and development--for ex ample, in paper coatings, acrylic appliance coatings, pre-finishing of wood products of various kinds, coil and strip coatings, can coatings, and other important metal coatings, including electrocoating. Sales of polyester resins were excellent, resulting in records in both physical and dollar volume in fiscal 1964. During the year, we announced our intention to con struct a new plant at Huron, Ohio, to manufacture resins. This facility, 4 GL D003871 :ularly d conss has ;re has in this has in130 per )64, we leased 9 such 2 locaL retail il 1964 i, with 10 per prime e been m cer-nodest re cone areas ortuni>d and these ,t mardingly. ; prodensive for ex acrylic hing of ds. coil .gs.and atings, s were >rds in ume in ar, we ;o con1, Ohio, acility, Paint sales to consumers played a major role in record Coatings and Resins sales. which will cost about $2 million, will be used to manufacture new and improved types of resins and to expand our present productive capacity for resins. One new coating process--elec trocoating--has created a great deal of interest in the past year and should be touched on briefly. Elec trocoating is a method of applying a coat of paint electrically to a metal object, by charging the metal positively and dipping it in a neg atively charged tank which is filled with water-soluble paint. A major advantage, in addition to the cost and time-saving features, is that the metal object receives a uni formly smooth coat of paint, even in corners, crevices, and similar places which cannot be coated by other methods. This is particularly important for'metal objects which are exposed to corrosive elements such as water, salt spray or high humidity. The Ford Motor Company has done a great deal of commercial development work on electrocoat ing and asked The Glidden Com pany to develop a coating which would work with the electrocoat system. Glidden research people developed excellent coatings to meet Ford's exacting requirements, and the automobile company is now purchasing quantities for use in the United States and Western Europe. Glidden is now actively extend ing electrocoating techniques to non-automotive fields, and we are working on new and different types of coatings which will be useful in a wide variety of metal-coating applications. We believe that elec trocoating offers excellent growth potential, and Glidden is a leader in the field. During 1964, we were again suc cessful in reducing manufacturing costs of our products, while improv ing quality. Through use of more efficient manufacturing equipment, improved techniques, and increased volumes of production, we made considerable progress in this direc tion. This work will continue. We have also been developing better methods of handling, ship ping, and warehousing our products with the result that, during fiscal 1964, these expenses took a smaller part of each sales dollar. We are continually working on further im provements in this area. Macco Chemical Company be came part of Glidden's Coatings and Resins Group on March 1, 1964, and is now operated as two divisions of the group --Macco Chemical Division and Gates En gineering Division. Macco Divi sion's sales of adhesives, grouts, tile cleaners, patching compounds, and similar items are moving well. Some Macco products are now being dis tributed through Glidden retail out lets. Gates Engineering Division produces and applies highly spe cialized protective linings and coat ings for the chemical,transportation, petroleum, and other industries, and manufactures Neoprene sheet stock for a variety of uses, includ ing tank linings, and special roofing Gacoflex Hypalon and Neoprene coat ings were used on the roof of Dulles Airport, serving Washington. D. C. 5 GLd 0038?2 systems. This addition to the com pany offers great potential as an extension of the company's coatings and resins activities. During 1964, The Glidden Com pany Ltd., of Canada acquired Walker Bros., Ltd,, of Vancouver, B. C., a specialty wood coatings manufacturer. Walker Bros, makes stains, sealers, and other wood coatings for treating shingles, shakes, and lower grades of ply wood. Glidden is using Walker's good position as a supplier in the forest products industry to develop more advanced wood coatings. Foods George S. Warner, Vice President George F. Atkinson, Vice President, Institutional and Industrial Products Divisions Robert L. Klein, General Man ager, Industrial Products Richard J. Hauer, General Manager, Institutional Products Paul D. Hursh, Vice President Grocery Products Division Dana S. Case, General Manager, Grocery Products Norman L. Waggoner, Jr., General Manager, Gretchen Grant Kitchens Division Industrial Food Products Divi sion-responsible for sales of short ening, salad oil, margarine oil, and similar products to large industrial users such as margarine, salad dressing, and shortening manufac turers and to large industrial food processors such as makers of potato and com chips, candy, cookie, cake, and cake mix and pastries. Institutional Food Products Division--responsible for sales of shortenings, sauce and gravy mixes, French fried onions, spices, and similar products to wholesale and retail bakeries, restaurants, hotels, hospitals, and other mass food preparation establishments. Grocery Products Division--re sponsible for sales of spices, coco nut, Durkee's Famous Sauce, sauce Modern machines fill Durkee's coco nut "Twin-Paks" at the Bethlehem, Pa., plant. New Durkee spice tins feature an easy-to-open plastic closure; contents can be shaken, spooned or poured. Sales of the Foods Group amounted to $99,300,000 in fiscal 1964, com pared with sales of $95,600,000 in fiscal 1963. This represents an in crease of about four per cent in sales, with profit improvement being substantially greater. The Foods Group has been reor ganized and now consists of four divisions, as follows: CLD003873 Divishort1, and istrial salad lufacI food rotato cake. ducts les of nixes, , and e and totels, food a -- re cocosauce i coco lehem. \ iiiu and gravy mixes, O&C brand food products, and like items to grocery stores and supermarkets. Gretchen Grant Kitchens Division--responsible for sales of Gretchen Grant frozen hors d'oeu vres and French pastry to restau rants, supermarkets, hotels., private clubs, caterers, and similar estab lishments. This division, which offers growth potential in a new segment of the convenience food field, was acquired in fiscal 1964. Along with this realignment, we are placing continuing emphasis on research and new product devel opment in the Foods Group, and have expanded our research labo ratory facilities in Chicago, 111., for this purpose. In addition to exten sive research work on edible oils which is conducted there, we now have fully staffed and equipped test kitchens for the Institutional and Grocery Products Divisions. Two years ago, we placed into production a new fractionation plant adjacent to the Durkee plant in Chicago, and we are selling in creasing amounts of new and im proved types of vegetable oil prod ucts which are being refined in the new facility. Durkee sauce and gravy mixes, which were introduced a year ago, are gaining popularity. The large amount of "repeat" buying which these mixes enjoy is excellent testi mony to their quality. We are now offering these products in larger sizes through our Institutional Products Division, where they are also getting a good reception. Gretchen Grant frozen hors d'oeuvres give a gourmet touch to a festive occasion. We are now packing Durkee's spices in tins with new, easier-touse, flip-top plastic closures, and these are appearing on super market shelves in various parts of the country. O&C brand products, including canned French fried onions, potato sticks, and boiled onions, became a part of the Grocery Products Divi sion in 1962 and are making a good Before putting new Durkee shorten ings on the market they are rigorously tested in commercial ovens. 7 GLD00387A contribution to sales rind profits. Several new O&C products were introduced during the year, includ ing German style canned potato salad, canned potato pancakes, and barbecue flavored potato sticks. These new sticks complement the already popular line of O&C reg ular and cheese flavored potato sticks. Other new food products are now being developed and will be marketed under the Durkee or O&C labels. Several products sold in grocery stores under O&C labels are being marketed through the Institutional Products Division under Durkee labels. Competition in the food business is extremely keen, but we believe that our continued emphasis on new product development and on specialty and convenience food items will enable us to show im proving sales and profit results in the years to come. Durkee s sauce and gravy mixes are gaining wide acceptance-and increas ing space on supermarket shelves. Durkee's Mel-Fry, a pourable short ening designed for deep fat frying, finds ready markets in restaurants. George M. Halsey, Senior Vice President William L. Rodich, Vice President-Operations Richard H. Turk, Sr., Vice President, Pemco Division R. P. T. Young, Vice President, Organic Chemicals Division Walter C. Mitchell, Vice President, Pigments and Color Division James C. Rankin, Vice President-Marketing Vice Presidents--Perhco Herbert Turk, Sr.Administration Karl Turk, Jr.--Operations Willard G. Hall, General Manager, Metals Division The Chemicals Group achieved ex cellent sales and profit increases in fiscal 1964,with sales of $46,000,000, compared with sales of $43,200,000 in the previous fiscal year. All divisions of the Chemicals Group -- Pigments and Color; Pemco; Organic Chemicals, and Metals-- contributed to the sales increases. The sales and profit increases were the result of more aggressive sales efforts, the successful devel oping and marketing of new prod ucts, and programs designed to reduce operating costs. Sales of titanium dioxide im- 8 03 e?5 vision ident, m Color ons :d exses in D,000, 10,000 r. All Jroup mco; tals -- eases, eases essive ievelproded to e im proved during 1964, and ended the year with an increase of eight per cent over the previous fiscal year. Several new types of colored pig ments gained increasing customer acceptance during the year and contributed to the sales increases. We are continuing research and product development work on new and improved types of pigments, and these will be introduced into the market in the coming months. We now have in operation a mod em, new research facility adjacent to our Adrian Joyce Works in Balti more, Md., in which is centralized our inorganic chemical research work. Under construction is a major addition to this laboratory, which will be in operation during fiscal 1965. An electron microscope reveals the structure of titanium dioxide manu factured at the Adrian Joyce Works. Baltimore. Trace matter in raw materials and products are identified by this emis sion spectrograph. The ilmenite ore mine at Lakehurst, N. J., is now in full produc tion. This mine assures us a domes tic supply of ilmenite ore which will not be subject to the fluctua tions of world market conditions or to international political crises. It also provides us the opportunity to standardize titanium dioxide production processes and reduce operating costs by supplying an ilmenite ore of consistent quality. The Metals Division showed excellent gains during 1964, with increased sales of both ferrous and nonferrous metal powders. We are continuing efforts to improve manu facturing techniques, develop new grades of metal powders, and broaden uses of metal powders through development of new markets and applications. The Organic Chemicals Division showed sales and profit improve ments, attributable largely to the excellent showing of the fine terpene chemicals portion of the divi sion. Sales of basic terpene chem icals and tall oil products were up slightly, and profits of both these operations were about the same as in the previous year. In recent years, we have been changing the shape of the Organic Chemicals Division, to place more emphasis on the synthesis, produc tion, and marketing of aromatic and flavor chemicals. Three years ago, for example, about 80 per cent of the dollar sales volume of the Jacksonville, Fla., plant was com posed of "bulk" chemicals--pine oil, alpha pinene, beta pinene, and dipentene. Today, about half of the dollar volume is composed of "fine" terpene chemicals--citronella oil, lemongrass oil, bois de rose, and derivatives from these three essen tial oils. These fine chemicals are used as perfumery materials in the manufacture of soaps, detergents, cosmetics, cleaners, and in the man- Raw material for titanium dioxide is mined at Lakehurst, N. J. 9 GLD003876 This new fractionation column in creases tke capacity of the Organic Chemicals Plant in Jacksonville, Fla. ufacture of vitamins A and 15. Here tofore, these essential oils were available primarily in their natural states, but Glidden chemists devel oped methods of synthesizing them from terpenes, thus assuring oils of uniformly high quality at stable price levels, from domestic sources. These specialty chemical products offer a good profit and growth potential. Chemists of the Organic Chem icals Division have also been able to synthesize peppermint oil, spear mint oil, lemon flavor, and lime flavor from terpene raw materials. These products also offer fine growth potential. The Pemco Division achieved a substantial sales increase during 1964. Pemco is continuing to place a great deal of emphasis on new, more advanced types of products in an effort to broaden the division's market coverage, combat higher raw material costs, and hold down manufacturing expenses. Considerable effort has been made in recent years to strengthen the research, operating, and sales organizations of all divisions of the Chemicals Group, and these efforts are evident in the results for fiscal 1964. We have every reason to believe that we will make further gains in the future. Robert D. Homer, Vice President Harris G. Beck, Director of Manufacturing and Research G. Keith Brewin, Assistant Treasurer and Administrator-- European Operations John K. McGuire, Director of Marketing Diego Perez-Stable, Administrator-Latin American Operations Glidden's International Group is responsible for the company's oper ating, licensing, exporting, and joint venture activities outside the United States and Canada. Con solidated sales during fiscal 1964 included sales of the International Group amounting to $6,700,000, The new porcelain enamel frit plant in Bruges, Belgium is housed in a former shipyard. compared with sales of $5,900,000 for the previous fiscal year. These figures do not include sales of un consolidated subsidiaries or those in which the company holds a minority interest. As these figures indicate. The Glidden Company does not at this time derive a large portion of its sales from overseas operations. In most areas of the world, we are not a major factor, but we are planning and making additional invest ments in foreign countries, which strengthen our position in impor tant world markets. During the time we are developing positions in these markets, expenditures of money are substantial, and we, therefore, do not expect our for eign operations to generate profits of any significant size for several years. We have considerable tech nology in coatings, foods and chem icals, and during the past year we took the following steps to put this technology to work: We brought into production a new porcelain enamel frit plant at Bruges, Belgium. This plant has 10 6LD0038 77 plant i in a >0,000 These )f unthose Ids a , The it this of its as. In re not nning lvestwhich mporg the litions res of d we, r forarofits everal techchem>ar we it this tion a ant at it has been built to supply high quality frit to manufacturers throughout Western Europe. We have now established sales, manufacturing and management organizations there, and we are in a position to take advantage of the growing market potentials offered in this area of Europe. Glidden-Salchi, S.p.A., a lead ing Italian paint company in which Glidden owns a majority interest, began operations in a new plant near Milan, and is now manufac turing an increasing variety of coatings and resins for the Italian market. LackwerkeWulfing.ofWuppertal, West Germany, a leading paint company in which Glidden has a minority interest, is completing construction of new resin produc tion facilities as part of a major plant modernization program. Wulfing is supplying quantities of Mrs. Dwight P. Joyce officially opens the new Glidden-Salchi coatings plant in Milan, Italy. electrocoating material to The Ford Motor Company in Belgium and Germany. During fiscal 1964, Glidden entered into a joint venture with Euro-Products of Brussels, Bel gium, to market Durkee spices in the Benelux countries. This is our first effort to market food products in Western Europe, and we hope to gain valuable marketing infor mation for possible future use. General Paint Company de Mexico, a Glidden subsidiary located in Mexico City, has com pleted and is now operating a new plant there, which enables the com pany to produce a broader variety of coatings at lower cost. Fabrica de Pinturas Glidden, S. A., of Panama has completed construction of a new paint factory to produce products for sale in that country. Glidden has formed, with Guatemalan and Japanese groups, a company in Guatemala to manu facture galvanized steel sheets for use in commercial, industrial, and residential building construction. The materials will be sold in the Central American Common Market. During fiscal 1964, Glidden acquired a controlling interest in Pinturas Centro-Americanas, S.A., located in Guatemala. Prior to 1964, Glidden held a minority interest. Glidden also owns a 50 per cent interest in Pinturas Centro-Americanas Costa Rica, Ltda., and paint requirements are being supplied to theCentral American Common Mar ket through these two companies. Chairman Dwight P. Joyce inspects a new addition to Lackwerke Wulfing plant in Wuppertal, West Germany. During the year, Glidden also acquired an additional 50 per cent interest in Trans-Caribe Supply, Inc., which sells plumbing fixtures and supplies in Puerto Rico. Glidden first acquired a 50 per cent ownership in fiscal 1962. We also opened two new paint branches on the island and now have seven operating there. 11 CLD003*78 Operating and Financial Review SALES --The consolidated sales of The Glidden Company were $257,660,508 in fiscal 1964, com pared with $240,954,776 in 1963. Sales by operating groups for fiscal 1964 were: 1964 (000) Coatings & Resins $105,700 Foods 99,300 Chemicals 46,000 Inter* national* 6,700 1963 (000) Change $ 96.300 + 10% 95,600 + 4% 43.200 + 7% 5,900 + 14% Total $257,700 $241,000 ^Includes only export sales and consolidated subsidiaries. GROSS PROFIT-Gross profit in fiscal 1964 was $76,876,193, and gross profit margin to sales was 30 per cent. Comparable figures for the 1963 fiscal yearwere$69,694,797 and 29 per cent. Income from oper ations was $18,202,353 in 1964, compared with $14,735,969 in the previous fiscal year. CONSOLIDATED NET IN COME--Consolidated net income after all taxes and charges was $9,064,735 in fiscal 1964, compared with $7,494,335 in the previous fiscal year. After preferred divi dends, consolidated net income was equal to $3.63 per common share in fiscal 1964, compared with $3.03 per common share the previous year. On a comparative quarterly basis, net income was: 1964 1963 Quarter Per Per Ended Amount Common Amount Common (000) Share (000) Share Nov. 30 $1,861 Feb. 29 1,236 May 31 2,576 Aug. 31 3,392 $ .75 .49 1.01 1.38 $1,414 993 2,114 2.973 $ .56 .38 6 1.23 SALES AND PROFITS-Following is the percentage of sales and profits for each operating group in 1964, along with the portion of the total assets employed to pro duce these sales and profits: % Sales % Profit % Assets Coatings and Resins 41 38 36 Foods 39 24 26 Chemicals 18 36 31 International* 2 2 7 'Included only on basU of investment cost and directly realised operating results. DIVIDENDS--Dividends on com mon stock totaled $4,682,506, based on the regular $2.00 annual rate. For the year, 55 per cent of net in come available for common was dis tributed to common shareholders as dividends. Dividends declared on the $2,125 preferred stock amounted to $480,775 for the year. During the 1964 calendar year, the following quarterly dividend payments were made on common stock: Record Date Date Paid Dec. 6. 1963 Jan. 2, 1964 Mar. 6, 1964 April 1. 1964 June 8, 1964 July 1. 1964 Sept. 8, 1964 Oct. 1, 1964 Amount Per Share $.50 .50 .50 .50 WORKING CAPITAL-Working capital at year-end was $78,551,365, and the ratio of current assets to current liabilities was 3.98 to 1. CAPITAL EXPENDITURES-- Capital expenditures in fiscal 1964 amounted to $6,904,347, compared with $4 million for the previous fiscal year. Major items include purchase of a warehouse and addi tional production facilities at the Durkee food processing plant in Chicago; the new porcelain enamel frit plant at Bruges, Belgium; new coatings manufacturing facilities in Mexico City and Panama; and for acquisitions made during the year. Here is how capital was invested in the operating groups during the year: Coatings and Resins................. 25% Foods ...................................... 29% Chemicals ................. . 28% International ................................ 18% INVENTORIES--At August 31, 1964, inventories totaled $55,349,936, compared with $52,448,724 at the end of the. 1963 fiscal year. The increase is attributable to the com pany's acquisitions, the addition of new manufacturing facilities, and to increased sales during the year. DEPRECIATION - Charges against income for depreciation and depletion amounted to $6,735,858 for 1964, compared with $6,750,383 for 1963. Under the Internal Reve nue Service guideline lives, addi tional depreciationof$1,908,327will be claimed for 1964 federal tax pur- GLD0038 79 12 Cash Flow par Common Shirt 1S55-1ISI >rking 51,365, sets to 0 1. RESil 1964 ipared ;vious nclude 1 addiat the ant in enamel n; new ities in nd for ; year, vested luring '25c'c 29^V 18rl JSt 31, 5,349,724 at r. The e comtion of s, and ; year. arges on and 35,858 50,383 Reve- addi27will ix pur poses. In 1963, this additional de preciation amounted to $2,193,373. TAXES--Taxes on income amounted to $8,951,000, or $3.81 per common share. Of this amount, $8,209,000 represents taxes which are payable currently, and $742,000 represents taxes for which payment has been deferred to future years due to the use of guideline depreciation rates. The provision for deferred taxes was reduced by $525,000 for the investment tax credit, of which $225,000, or 10 cents per share, was for credit from prior years. The deferment of taxes provides an additional cash flow amounting to 32 cents per com mon share. Real estate, personal property, franchise and other mis cellaneous taxes amounted to $1,842,257 for fiscal 1964. The Internal Revenue Service is now examining the fiscal years 1960 through 1963, including, for the first time, the operations of Glidden International and other overseas activities which are included in this consolidated report. Provision has been made for federal income taxes on a current basis annually. CASH FLOW-Cash flow was equal to $6.82 per common share in fiscal 1964, compared with cash flow of $6.53 per common share in the previous fiscal year. WAGES AND SALARIES -- Wages, salaries, and employee benefits amounted to $55,091,973 for fiscal 1964 which was 21.4 per 15 H ST SI SI II II II II M cent of sales. For fiscal 1963, these figures were $51,579,482, or 21.4 per cent of sales. ADVERTISING--Advertising expenditures for the company amounted to $6,831,482 in fiscal 1964. Company advertising ex penditures the previous year were $6,217,784. LITIGATION-In November, 1963, The Glidden Company and nine other vegetable oil processors were acquitted of charges of stabi lizing prices and restricting com petition in the sale of shortening in ten western states. Two executives of our Foods Group were also ac quitted of the same charges. The indictment was originally issued in June, 1962, along with a second indictment charging Glidden and four other processors and two in dividuals with stabilizing prices and restricting competition in the sale of salad oil. The Federal Dis trict Court in Los Angeles, Calif., in July, 1964, granted motions for dismissal by all defendants of these latter charges on the basis, in sub stance, that the same allegedoffense was involved in both cases. The ac quittals in the shortening case and the dismissal in the salad oil case are now both final. These decisions represent a complete vindication of the company and its officials of all charges. We have felt from the be ginning that neither the company nor any of its employees violated the antitrust laws as charged, and that these actions never should have been instituted by the government. During fiscal 1964, the U. S. Supreme Court refused to review the U. S. Court of Appeals' deci sion finding against Glidden in the consolidated cases of Zdanok et al vs. Glidden and Alexander et al vs. Glidden. These cases involve the contested right of plaintiff former employees to employment with full seniority at the company's plant at Bethlehem, Pa., following the closing of our coconut and condi ment plant at Elmhurst, N. Y. Following the Supreme Court's action, the cases were remanded to the U. S. District Court in New York, to determine the extent of damages, if any, to each plaintiff. As this determination is now being made under the supervision of the court, we do not feel it proper to comment or speculate on the final outcome, except to reiterate that, in the opinion of counsel, the com pany's financial liability will not be material. These cases will not have any effect on future profits. GLD003880 13 A Ten Year Comparison (All dollar amounts are expressed in thousands, except figures given on a per share basis.) 1964 INCOME Net sales ......................................................... .... Cost of products sold ................................................................................. Selling and administrative expenses.................................................... Income from operations............................................................................ Income before taxes...................................................................................... Taxes on income ........................................................................................... Net income......................................................... .... ...................................... Dividends on preferred shares................... ..... ..................................... Dividends on common shares.............................................................. Earnings reinvested . .............................................................. .... Depreciation, depletion and amortization ......... Provision for deferred income taxes . . . . ............................. FINANCIAL POSITION Working capital.......................................................................................... Property, plant and equipment -- net................................................ Total assets................................. .... ............................................................. Long-term debt............................ ................................ Shareholders' equity .................. PER COMMON SHARE Net sales......................................................................................................... Cash flow Net income.............................................................. .... ............................ Depreciation, depletion and amortization................................. Provision foi deferred income taxes................................................ Total......................................................................................................... $ 257,661 160,784 58,674 18,202 18,016 8,951 9,065 481 4,683 3,901 6,736 742 $ 78,551 69,326 169,295 28,500 111,102 $ 97.84 3.63 2.87 .32 6.82 Dividends......................................................................................................... Shareholders' equity................................................................................. Price of Glidden common shares^)-- High...................................... -- Low...................................... OTHER STATISTICS Expenditures for property, plant and equipment........................ % net income to shareholders' equity................................................ % common dividends to net income available for common . . Ratio of current assets to current liabilities................................. 2.00 42.19 54.38 42.63 $ 6,904 8.2% 54.9% 3.98 Preferred shares outstanding................................................................... Common shares outstanding................................................................... Number of shareholders -- Preferred................................................ -- Common................................................ Number of employees................................................................................. 254,083 2,347,572 492 20,417 7,805 PRO FORMA (excluding operations of Chemurgy Division for the fiscal years 1954-1958) Net sales......................................................................................................... Income from operations............................................................................ Income before taxes...................................................................................... Net income.................................................................................................... $ 257,661 18,202 18,016 9,065 (!) Calendar years, except 2964 which is to October 1,1964 1963 $ 240,955 171,260 54.959 14,736 14,467 6,973 7,494 420 4,663 2,411 6,750 1,396 $ 73,359 59,658 158,891 30,000 105,390 $ 94.33 3.03 2.90 .60 6.53 2.00 41.26 44.63 36.12 $ 4,024 7.1% 65.9% 4.51 197,270 2,332,485 135 20,809 7,505 $ 240,955 14,736 14,467 7,494 1962 $ 237,882 172,819 50,877 14,187 14,025 7,335 6,690 318 4,650 1,722 6,099 1,217 $ 67,970 61,261 151,840 30,000 102,961 $ 93.16 2.72 2.62 .52 5.86 2.00 40.31 45.50 32.75 5 11,755 6.5% 73.4% 4.60 198,900 2,329,872 121 21,043 7,115 $ 237,882 14,187 14,025 6,690 14 GLD003881 1962 12 Months--August 31 1961 1960 237,882 172,819 50,877 14,187 14,025 7,330 6,690 318 4,650 1,722 6,099 1,217 67,970 61,261 151,840 30,000 102,961 93.15 2.72 2.62 5.86 2.00 40.31 45.50 32.75 11,755 6.5% 73.4% 4.60 198,900 !,329,872 21,043 7,115 237,882 14,187 14,025 6,690 $ 206,702 150,173 43,850 12,548 12,607 6,190 6,417 4,622 1,795 7,441 S 68,061 54,691 140,039 30,000 94,666 s 89.43 2.78 3.22 6.00 2.00 40.96 47.00 35.75 s 7,823 6.8% 72.0% 5.43 _ 2 ,311,245 20,873 6,372 s 206,702 12,548 12,607 6,417 $ 197,491 142,809 40,616 14,066 13,638 6,948 6,690 4,621 2,069 6,960 $ 59,722 62,106 138,034 30,000 92,847 $ 85.47 2.90 3.01 5.91 2.00 40.18 45.63 34.50 $ 8,764 7.2% 69.1% 4.93 __ 2 ,310,590 20,969 6,151 $ 197,491 14,066 13,638 6,690 1959 $ 195,764 142,535 36.803 16,426 15,926 8,292 7,634 4,610 3,024 6,579 $ 58,248 60,907 137,552 30,000 90,679 $ 84.82 3.31 2.85 6.16 2.00 39.29 50.25 41.88 $ 7,607 8.4% 60.4% 4.45 _ 2 ,307,850 20,993 6,023 $ 195,764 16,426 15,926 7,634 1958 $ 217,353 168,979 34,149 14,225 12,350 6,287 6,063 4,506 1,467 5,838 $ 52,572 59,992 133,240 26,000 87,304 $ 94.58 2.64 2.54 5.18 2.00 37.99 47.00 28.00 8 9,214 6.9% 75.8% 3.64 _ 2,298,170 22,405 6,353 $ 185,380 11,923 10,294 5,076 Annual Report 1964 <S> 1957 1956 10 Months August 31 1955 $ 225,537 176,874 32,995 15,668 15,387 8,123 7,264 4,594 2,670 5,046 $ 226,290 177,538 31,974 16,778 16,451 8,304 8,147 4,592 3,555 2,870 $ 180,525 142,047 24,047 14,431 14,325 7,212 7,113 4,589 2,524 2,235 $ 53,100 59,517 140,370 27,500 85,837 $ 98.14 3.16 2.20 Jl6 2.00 37.35 37.50 29.50 $ 12,465 8.5% 63.2% 2.96 _ 2,298,170 21,686 6,455 $ 190,424 13,590 13,590 6,402 $ 35,696 53,414 118,738 7,500 83,091 $ 98.56 3.55 1.25 4li0 2.00 36.19 41.12 34.50 $ 16,637 9.8% 56.4% 2.27 _ 2,295,990 20,758 6,387 $ 190,483 13,956 14,252 7,091 $ 47,156 39,993 106,762 9,000 79,513 $ 78.65 3.10 .97 4T07 2.00 34.64 44.50 36.12 $ 8,155 8.9% 64.5% 3.58 _ 2 ,295,350 20,019 6,397 $ 151,752 12,706 13,102 6,526 15 Consolidated Bata Sheets THE GUDDEN COMPANY AND SUBSIDIARIES AUGUST 31,1964 AND AUGUST 31,1963 Assets 1964 1963 Current Assets Cash (including certificates of deposit) . . . Short-term securities -- at cost...................... Trade accounts receivable, less allowances of $613,895 (1963--$510,363) ...... Inventories - generally at the lower of accumu- lated-average cost or replacement market: Raw materials and work in process . . Finished products...................................... Other current accounts and investments . . Prepaid expenses................................................. To t a l Cu r r e n t As s e t s $ 11,355,828 8,411,170 27,785,729 $ 24,658,330 30,691,606 $ 55,349,936 1,138,358 848,730 $104,889,751 $ 9,574,833 5,964,509 24,731,444 $ 23,052,416 29,396,308 $ 52,448,724 1,020,465 506,979 $ 94,246,954 Property, Plant, and Equipment Land and mineral deposits -- at cost . . . Buildings -- at cost........................................... Machinery and other equipment -- at cost . Less accumulated depreciation and depletion To t a l Pr o p e r t y , Pl a n t , a n d Eq u ip me n t -- n e t $ 6,110,884 31,646,946 73,068,322 $110,826,152 51,500,514 $ 59,325,638 $ 5,601,040 30,709,018 69,313,744 $105,623,802 45,965,423 $ 59,658,379 Other Assets and Deferred Charges 5,080,028 $169,295,417 4,985,860 $158,891,193 16 C'LD 00 38 83 Annual Report 1964 <3> Liabilities and Shareholders' Equity 1964 Current Liabilities Accounts payable.................................................... Accrued taxes, interest, and other expenses . Loans to subsidiaries from banks ... . . Dividend payable................................................. Income taxes -- estimated................................ Current portion of sinking fund debentures . To t a l Cu r r e n t Lia b il it ie s $ 12,962,852 2,643,073 1,422,726 1,174,312 6,635,423 1,500,000 $ 26,338,386 4% % Sinking Fund Debentures - payable $1,500,000 annually 1964-1983, less amount called for redemption on November 1, 1964 . 28,500,000 Deferred Federal Income Taxes 3,355,000 Shareholders' Equity - Notes b , c , and d Cumulative Preferred Stock without par value: Authorized - 500,000 shares, of which 258,340 have been designated as $2,125 series Outstanding -- 254,083 shares, at stated value of $25 a share (1963 -- 197,270) . $ 6,352,075 Common Stock -- par value $10 a share: Authorized -- 3,500,000 shares Reserved for conversion and options -- 418,238 shares (1963 - 367,584) Outstanding -- 2,347,572 shares (1963 -2,332,485)......................................... 23,475,720 Additional capital paid in................................... 11,352,966 Earnings retained for use in the business . . 69,921,270 To t a l Sh a r e h o l d e r s ' Eq u it y $111,102,031 $169,295,417 See notes to financial statements. 1963 $ 10,853,159 2,249,027 1,342,968 1,166,242 5,276,356 -0- $ 20,887,752 30,000,000 2,613,000 $ 4,931,750 23,324,850 11,114,025 66,019,816 $105,390,441 $158,891,193 17 CLD003884 Consolidated Statements OI income and Earnings Retained lor use in me Business THE GLIDDEN COMPANY AND SUBSIDIARIES Years ended August 31,1964, and August 31,1963 Income 1964 Net sales........................................................................... $257,660,508 Operating costs: Cost of products sold.............................................. $180,784,315 Selling and administrative expenses .... 58,673,840 $239,458,155 In c o me Fr o m Op e r a t io n s $ 18,202,353 Other income and (deductions): Foreign technical service fees............................. Income from foreign associates..................... Interest on sinking fund debentures .... Other items -- net .......... $ 336,155 242,892 (1,425,000) 659,335 $ (186,618) In c o me Be f o r e In c o me Ta x e s $ 18,015,735 Provision for income taxes -- Note E: Current year........................................................ $ 8,209,000 Deferred............................................................. 742,000 $ 8,951,000 Ne t In c o me $ 9,064,735 Provision for depreciation and depletion was $6,735,858 (1963 - $6,750,383) 1963 $240,954,776 $171,259,979 54,958,828 $226,218,807 $ 14,735,969 $ 274,124 320,220 (1,425,000) 562,022 $ (268,634) $ 14,467,335 $ 5,577,000 1,396,000. $ 6,973,000 $ 7,494,335 Earnings Retained for Use in the Business Balance at beginning of year................................... $ 66,019,816 Net income...................................................................... 9,064,735 $ 75,084,551 Cash dividends declared: Preferred Stock.......................................................... $ 480,775 Common Stock -- $2.00 a share....................... 4,682,506 $ 5,163,281 Balance at end of year.............................................. $ 69,921,270 See notes to financial statements. $ 63,608,427 7,494,335 $ 71,102,762 $ 420,066 4,662,880 $ 5,082,946 $ 66,019,816 18 GL003885 Summary ol Source and Application oi Funds Annual Report 1964 THE GLIDDEN COMPANY AND SUBSIDIARIES Years ended August 31,1964, and August 31,1963 Source of Funds From operations: Net income............................................................ Charges which did not involve current expenditures: Provision for depreciation and depletion Provision for deferred income taxes . . To t a l Fr o m Op e r a t io n s 1964 $ 9,064,735 6,735,858 742,000 $16,542,593 Net current assets acquired fromTheMacco Chem ical Co. and subsidiaries for Preferred Stock Sale of Common Stock under option plans (1964 -- 13,260 shares; 1963 -- 2,613 shares) Other sources -- net................................................. 839,664 506,045 921,739 $18,810,041 1963 $ 7,494,335 6,750,383 1,396,000 $15,640,718 -099,631 164,803 $15,905,152 Application of Funds Dividends declared................................................. Expenditures for property, plant, and equipment Sinking fund debentures called for redemption on November 1, 1964 ................................................. Additional investments in and advances to associated companies........................................... Redemption of $2,125 Cumulative Preferred Stock (1,630 shares)........................................... Increase in working capital...................................... $ 5,163,281 6,904,347 1,500,000 50,250 -05,192,163 $18,810,041 $ 5,082,946 4,023,449 -0- 1,328,092 81,488 5,389,177 $15,905,152 GL0003886 Notes to Financial Staiemems/Tt.. Glidden Company and Subsidiaries/Year ended August 31,1964 Note A--The consolidated financial statements include the accounts of all wholly-owned operating subsid iaries. The accounts of the consoli dated foreign subsidiaries have been translated at rates of exchange prevailing during the year, except for the property, plant, jind equip ment accounts of the Canadian sub sidiaries, which are included on a dollar-for-dollar basis. On March 1,1964, the Company acquired the net assets of The Macco Chemical Company in ex change for 58,445 shares of $2,125 Cumulative Preferred Stock, con vertible into Common Stock as explained in Note B. The acquisi tion was treated as a pooling of interests for accounting purposes and accordingly, the consolidated financial statements for the year ended August 31,1964, include the operations of Macco for the entire year. The consolidated financial statements for the year ended August 31, 1963, are presented herewith as previously pub- lished and do not include the accounts of Macco; net sales and net income of Macco for that year amounted to $2,705,926 and $216,082, respectively. Note B--The $2,125 Cumulative Preferred Stock is convertible at any time into Common Stock at an exchange rate of 1% shares of com mon for each share of preferred and is redeemable at prices ranging from $55 a share in 1966 to $51 a share in 1981 and'thereafter. At August 31, 1964, there were 285,843 com mon shares reserved for conversion. Note C --At the beginning of the year, options were outstanding for 119,155 shares of Common Stock pursuant to option plans for key personnel. During the year, options for 8,000 shares were granted, op tions for 13,260 shares were exer cised, and options for 1,000 shares were canceled. At August 31,1964, options for 112,895 shares were out standing and 19,500 shares were reserved for the future granting of options. Note D--The indenture relating to the Company's 4%% Sinking Fund Debentures permits the dec laration of dividends after August 31,1964, to the extent of $25,300,000 plus consolidated net income earned after that date. Note E--Provision for income taxes for the year has been reduced by $525,000 for the credit for invest ment in depreciable property, of which $225,000 represents credit deferred in prior years and now realized because of changes in the income tax law. Note F--Non-contributory em ployee retirement plans provide benefits to eligible employees in proportion to the employees' basic earnings during stipulated periods of service and subject to certain maximums. At August 31, 1964, the unfunded liability for past serv ice costs under the plan was esti mated to be $5,640,000 and the annual current service cost (which does not include funding of the past service cost) was estimated to be $1,580,000. Accountants'Report Shareholders and Board of Directors The Glidden Company Cleveland, Ohio We have examined the consolidated financial statements of The Glidden Company and its subsidiaries for the year ended August 31, 1964. Our examination was made in accordance with generally accepted auditing standards, and accord ingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. We made a similar examination of the financial statements for the preceding year. In our opinion, the accompanying balance sheet and statements of income and earnings retained for use in the business present fairly the consolidated financial position of The Glidden Company and its subsidiaries at August 31, 1964, and the consolidated results of their operations for the year then ended, in conformity with generally accepted accounting principles appld on a basis consistent with that of the preceding year. It is also our opinion that the accompanying summary of source and application of funds presents fairly the information therein shown. Clevcla[id, Ohio October 12, 1964 20 GL0003687 ,1964 ating nking 2 decugust 0,000 arncd taxes ;d by lvest;y, of .'redit now n the emovide es in basic riods :rtain 1964, serv- estii the vhich ipast to be year cordry in n the it 31, epted t the Board ol Directors Dwight P. Joyce B. W. Maxey John H. Weeks Robert D. Horner William G. Phillips George M. Halsey George S. Warner William P. Smith Paul W. Neidhardt Richard H. Turk, Sr. William A. Bittenbender Raymond Q. Armington Corporate otllcials Dwight P. Joyce, Chairman of the Board and Chief Executive Officer B. W. Maxey, Vice Chairman of the Board and Vice President-Finance William G. Phillips, President George M. Halsey, Senior Vice President and Vice President, Chemical Group Robert D. Homer, Vice President, International Group John H. Weeks, Vice President-Personnel George S. Warner, Vice President, Foods Group Paul W. Neidhardt, Vice President, Coatings and Resins Group Richard H. Turk, Sr., Vice President, Femco Division Robert E. Dorfmeyer, Vice President-Corporate Development Robert L. Lozon, Vice President-Purchasing William A. Bittenbender, Corporate Director of Research Donald E. Erskine, Controller Richard K. Dutton, Secretary and General Counsel Richard W. Patterson, Treasurer Myron D. Higbee, Assistant Controller G. Williams Reid, Assistant Secretary John P. White, Assistant Secretary M. William Peters, Assistant Treasurer G. Keith Brewin, Assistant Treasurer Corporate Data Executive Offices 900 Union Commerce Building Cleveland, Ohio Trustee-Sinking Fund Debentures First National City Bank of New York New York, New York Transfer Agent -Preferred Stock The Glidden Company 900 Union Commerce Building Cleveland, Ohio Transfer Agents-Common Stock Chemical Bank New York Trust Company New York, New York The Cleveland Trust Company Cleveland, Ohio Registrars-Common Stock The Chase Manhattan Bank New York, New York Central National Bank of Cleveland Cleveland, Ohio The debentures and common stock of the company are listed on the New York Stock Exchange and the common stock has trading privileges on other major stock exchanges. The annual meeting of stockholders will be held on Thursday, December 10,1964, at 10 a.m., in the Euclid Ballroom of the Hotel Statler Hilton, Cleveland, Ohio. GV.0 0038RR