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"Our progress has come through the development of tong range plans end their timely and diligent execution " "GUdden is different today mertf new people new and improved physical facilities . more sophisticated technical and marketing methods " "People have meek the difference between where we ware end where we are now, end they wilt make the difference between where we are now end where we went logo " "...eccelerated acquisition efforts " "( ant confident we can continue to grow and improve because of people and the climate in which they work and grove." Is, s. The Glidden Company Annual Report 1965 GLD30543 DWIGHT P. JOYCE Ch air man or t h e BOARD THE GLIDDEN COMPANY 900 UNION COMMERCE BUILDING November 9, 1965 CLEVELAND,OHIO 44114 To All Employees: Enclosed Is your copy of our 1965 Annual Report, which is now being mailed to stockholders. As you will note, we achieved a sales in crease of 18 per cent and an increase in net in come of 16 per cent. This is the sixth consecu tive year in which the company has achieved sales increases, with new records having been established in each of the last four years. In addition, this Is the fourth consecutive year In dileh net Incowe per share baa increased more than 10 per cent, ex cluding capital gaina in 1961. I urge that you read this year's Annual Report carefully and measure your own individual performance against the performance of the company. After all, the company performance is no more than the sum of the performances of the Individuals of the company. If each of us applies his full ener gies and abilities during 1966, there is no doubt that we can continue to show excellent sales and profit gains. DPJ:LG Enclosure GLD305^ Dwight F. Joyce B. W. Maxey John H. Weeks Robert D. Homer Board of Directors W illiam G. P hillips George M . Halsey George S. Warner W illia m P. Sm ith j i | Paul W. Neidhardt Richard H. Turk, Sr. Raymond Q. Armington Robert E. Dorfmeyer Financial Highlights 1965 Net sales................................................................ Income before taxes............................................ Net income ............................................................ Per common share Reflecting 2V+for-l split .............................. Not reflecting 2V-for-l split......................... Cash flow.................... -........................................ Per common share Reflecting 2'4-for-l split.............................. Not reflecting 2>/2'for-l split......................... Dividends declared on common stock . . . . Per share Reflecting 2V+for-l split............................. Not reflecting 2p2-for-l split......................... Dividends declared on preferred stock . . . . Depreciation and depletion.................................. Expenditures for plant and equipment . . . . Working capital...................................................... Current ratio................................................. Shareholders' equity............................................ Per Common share Reflecting 21/1>-for-l split............................. Not reflecting 2J/2-for-l split......................... Number of shareholders Common................................................................ Preferred........................................................... Number of employees ............................................. $303,991,184 $ 20,370,683 S 10,490,683 $1.63 $4.07 S 18,127,823 $2.87 $7.18 S 5,073,315 $ .84 $2.10 $ 517,421 $ 6,753,140 $ 9,866,067 $ 79,197,144 3.86 to 1 $116,155,122 $17.26 $43.15 20,698 324 8,492 1964 Change $257,660,508 S 18,015,735 $ 9,064,735 +18% -f 13% +16% $1.45 $3.63 S 16,542,593 +12% + 12% +10% $2.73 $6.82 $ 4,682,506 $ .80 $2.00 $ 480,775 $ 6,735,858 S 6,904,347 $ 78,551,365 3.98 to 1 $111,102,031 + 43% + 1% + 5% $16.88 $42.19 20,417 492 7,805 + 9% Contents Report from the Chairman and the President................................ 3 A Long View..................................... 5 Coatings and Resins Group . . 6 Durkee Foods Group .... 8 Chemicals Group.............................. 10 Operating and Financial Review 12 Ten Year Summary......................... 14 Consolidated Balance Sheets . . 16 Consolidated Income Statements 18 Source and Application of Funds 19 Notes to Financial Statements . 20 Accountants' Report.....................20 Directors, Officers, and Corporate Data . . . Inside Front Cover Plants and Products . . Inside Back Cover 6LD3Q546 Sales fiscal pared fiscal a new mark which, with i lishec Me araou with the pi capit; fourtl net in more per c $1.63 2i/2-f! Which era di comp, ings f $1.45 of co place, for fis to $4 fiscal All opera sales the yi Grou; creasi 1964, of the good Chen Divis Report from the Chairman and the President GLD30547 Sales of The Glidden Company in fiscal 1965 were $303,991,184, com pared with sales of $257,660,508 in fiscal 1964. These results represent a new all-time high for Glidden and mark the sixth consecutive year in which we achieved sales increases, with new records having been estab lished in each of the last four years. Net income for fiscal 1965 amounted to $10,490,683, compared with net income of $9,064,735 for the previous fiscal year. Excluding capital gains in 1961, this is the fourth consecutive year in which net income per share has increased more than 10 per cent. Net income per common share amounted to $1.63 for fiscal 1965, reflecting the 21/a-for-l split of common stock which was approved by stockhold ers during the year. To give you a comparison on the same basis, earn ings for fiscal 1964 would have been $1.45 per common share. If the split of common stock had not taken place, per common share earnings for fiscal 1965 would have amounted to $4.07, compared with $3.63 for fiscal 1964. All three of the company's major operating groups contributed to the sales and profit increases during the year. The Coatings and Resins Group achieved an excellent in crease in sales and profits over 1964, with the trade sales portion of the group achieving particularly good results. Roth the Maeco Chemical and Gates Engineering Hivisions improved sales and profits. The Durkee Foods Group had a substantial sales increase and also improved profits during the year. One contributing factor to Durkee's 1965 sales results was the higher price level for vegetable oils. This point is discussed more fully in the section reviewing the operations of our Durkee Foods Group. Another factor was the additional sales of the Dailey Pickle Company of Sagi naw, Michigan, which was acquired during the year. The Chemicals Group continues to show excellent sales and profit improvements. The Pigments and Color and Metals Divisions made especially good sales and profit increases. During fiscal 1965, the company did not achieve its sales and profit objectives for international opera tions in Western Europe. This was due to several factors; Start-up costs at new plants in Milan, Italy, and Bruges, Belgium; the fact that we have not yet achieved the mar ket penetration to enable us to manufacture and sell profitably; the fact that the European economy has softened in the past two years. We are taking steps to meet these problems. All foreign opera tions for which we have operating responsibility have now been as signed to the appropriate domestic operating group. This change is similar to steps taken by other U.S. firms with foreign operations and is designed to take full advantage of the technical, manufacturing, and marketing abilities of each operating group. Because of this realignment, sales and profit results of the affected foreign operations are now part of the major operating groups and are thus not shown separately as the International Group, In other sections of this report, we have recast the 1964 sales figures of each major oper ating group to include reported international results, to make them comparable with sales for fiscal 1965. The change has relatively little effect on the sales results of the operating groups. With this change, the Interna tional Group is able to concentrate its efforts in seeking out and devel oping new investment opportuni ties for The Glidden Company and has the responsibility for determin ing those areas in which the com pany can most profitably use its expanding technical, manufactur ing, and marketing abilities. The International Group also continues to be responsible for export sales, licensing agreements, and for liai son with affiliated companies and subsidiaries (such as minority in terests) in which The Glidden Company does not have operating responsibility. Capital expenditures for 1965 amounted to $9,866,067. Capital expenditure programs were for a major plant addition at Hammond, Indiana, to manufacture new types of metal powders; start of construc- GLD30548 3 tion of a new polymer processing unit in Huron, Ohio; a major addi tion to the Chemicals Group re search center in Baltimore, Mary land, and for other programs to enable us to manufacture new products and to operate more effi ciently. For the past several years, the normal level of capital expendi tures has been $7 to 8 million an nually, and we now expect that capital expenditures will be in the range of $10 million annually through 1970. Research and new product de velopment continue to receive major emphasis, find expenditures for these purposes amounted to $4.3 million in fiscal 1965, com pared with S3.8 million in 1964. Expenses for technical service amounted to an additional $2.8 mil lion in fiscal 1965; Thus, our total technical expenditures amounted to $7.1 million in fiscal 1965. For fiscal 1966, we plan to spend about S4.8 million for research and new prod uct development. This does not in clude an additional $3 million for technical service and similar day- to-day servicing of our customers. It is obvious, in looking back over 1965, that our technical effort is generating many new' and im proved products. During the year, for example, we brought to market new synthetic flavor oils; improved grades of titanium dioxide pig ments; new grades of metal pow ders; several new or improved specialty edible oil products; a new concept in food seasoning blends; new, more sophisticated coatings products for industrial and home use. Further, we believe this is only the beginning. Qur research and de velopment effort will continue to make increasingly more significant contributions tq sales and profit. In May, 1965, Robert E. Dorfmeyer, Vice President - Corporate Development, was elected to the Board of Directors. Mr. Dorfmeyer has 21 years of service with the company and is responsible for the company's acquisition, long range planning, market research, and technical research efforts. On the following pages of this report, we have attempted to reflect for you the gradual change and evolution in the company's opera tions which have been brought about in the 1950's and the 1960's. We know that the company's stock holders are interested in more than a brief recital of the results for a single year, and thus we have chosen this year to take a some what longer view' of the company's operations. We believe that this concise summary of the changes which have taken place will indi cate the direction in which we are moving the company in the future. Any summary of The (Hidden Company in 1965 would be incom plete if we did not pay a sincere tribute to the men and women throughout the Glidden organiza tion. As the Chairman and the President, we are both grateful for and proud of the hard work, long hours, and .'thoughtful effort of our people; Inside Glidden today, there is a zest for work and a determinalion to succeed, and it is our job to see that this attitude continues to flourish. November 9, 1965 GLD30549 A Long View Stockholders and others who regu larly observe The Glidden Company have pointed out that the com pany's present growth cycle began in the early 1960's. It is true that in 1960-3961 the company's sales and earnings curves, which had been relatively flat for several years, began to trend upward. How ever, this present growth phase had its roots in the early and mid 1950's, and Glidden's changing complexion has been brought about gradually and methodically within the frame work of certain well-defined long range goals and objectives. In the early 1950's the company undertook an assessment and eval uation of all of its activities and began a program of planned divest ment of those segments of the com pany which were not sufficiently profitable and did not offer the potential for improved profit. Dur ing the '50's and the early '60's, Glidden disposed of operations which were contributing $75 mil lion a year in sales but which were generating only about $1 million in pre-tax i profit. This freed some $45 million for reinvestment in more profitable segments of the company or in new ventures. At the same time, the company Undertook programs to expand its market position and improve profit ability in those segments of the business which did oiler greater profit opportunity. In the past 10 years Glidden has invested a gross amount of $95 million in new plants and equipment. Major projects have included a new titanium di oxide plant; a new grocery products plant; a completely new coatings plant and major additions to others in all parts of the country; new research facilities; rebuilding of the organic chemicals plant; new in vestments in foreign markets; a new tall oil plant; a major addition to the Hammond metal powders plant, and many other projects to make new products, upgrade qual ity, and reduce costs. The close of the 1950's found The Glidden Company with its disposition program virtually com plete and its manufacturing and other facilities rapidly rounding into shape. In total, a firm base had been established for the current growth phase which began in the early 1960's. In this last phase, the company has taken many steps to accelerate its growth rate and im prove its competitive position. These include: Substantially expanded re search and product development activities. The total research and technical service expenditures for fiscal 1965 amounted to $7.1 mil lion, compared with $3.2 million for these purposes in 1960. Continued application of new technology to our production methods. Accelerated rate of develop ment arid marketing of new prod ucts. In all our major lines--coat ings, resins, foods, chemicals--we have developed and brought new products to market. These range from sauce and gravy mixes and seasoning blends to synthetic flavors and fragrances to new resin systems for use in more sophisti cated coating products. Expanded manpower develop ment and training programs. Since 1962, the total number of sales per sonnel has been expanded by onefifth, and we have instituted exten sive training and development pro grams which cost in excess of $500,000 annually. Through im proved market planning, these increased sales efforts have been redirected to increase efficiency and productivity. Introduced market research, both at the corporate and operat- A GLD30550 5 ing group levels, and have exten sively used outside assistance to help us define the greatest area of potential growth. Accelerated our acquisition efforts to augment, where needed, our own internal growth programs. Since i960, we have completed 11 acquisitions. Several have been small, but all have brought us specific contributions. Regan strategic long range planning in all groups and divi sions of the company and have increased the use of management by objectives. What have been the results of these efforts thus far? Since 1961, sales of The Gliddon Company increased 47 per centfrom $206,702,000 to $303,991,000. Excluding 1961 capital gains, earn ings per share have increased 65 per cent in the same period. At the May, 1965, meeting, the Board of Directors voted a 10 per cent in crease in the company's dividends oacommon stock and proposed a 2'/2-for-l common stock split. This split was effective July 22, 1965, following approval by holders of common stock. It is obvious that fundamental changes are taking place in The Glidden Company, and as encour aging as these results are, we be lieve them tt> be only a base on which to build. We are confident that we can continue to grow and improve because of people --and the climate in which they work and grow. People have made the differ ence between where we were and -where we are, and they will make, the difference between where we are now and where we intend to go. In the past five years, we have brought into the company many new people, particularly highly trained specialists, to supplement our own nucleus of high potential managers. These specialists are in the technical, sales, marketing, market research, arid allied areas. This hiring, training, and develop ment has cost money -- and is the major reason why our selling ad ministrative expenses have grown. In 1961, these expenses were 21.2 per cent of sales. For the two suc ceeding years, they increased and reached 22.8 per cent of sales in 1963. At that point, with-a major part of the staffing behind us, we maintained the same percentage-- 22.8 per cent of sales--in 1964. In fiscal 1965, the percentage was re duced to 21.3, and we hope to maintain this approximate ratio in future years. We will continue to devote con siderable amounts of time and money to the training and develop ment of managers in all segments of our business, for this is the foundation of our success. Coatings and Resins Group i' ml \Y. Ncidliatdt. Vice President (lenige S. Forbes. Vice President-Operations Regional Vice Presidents Thomas N. Anrtel. Chicago. I!!. James 1. Beauchamp. Atlanta. Cia. John H. Rathe. Jr. San Francisco. Calil. Rolieit M. Simpson. ('levclattd. <>hio Richard H. Stephens. Carrollton. Texas llerm.iti R. Winger. Reading, l'a. George J. Seitlt. Regional Directoi. St Louis, Mo. James W. Fowler. Vice President. Tlv- Glidden Company. Ltd.. Toronto. Ont. Division Vice Presidents Roland C. Disney. Gates Engineering Bernard it. Krashin. Maeco Chemical Sales of the Coatings and Resins Group were $121,800,000 in fiscal 1965, compared with $109,200,000 in fiscal 1964. The group also achieved an excellent increase in profit contribution. We feel that the successful coat ings manufacturer must have top Coatings and Resins Group c GLD30551 quality research people, use the latest manufacturing techniques, and have technically competent marketing specialists. Technologi cally, Glidden is in the midst of a transition, which had its origin in the installation of the first polymer processing unit more than 15 years ago. (Polymers are a basic mate rial used in coatings products.) Through increased technical ability and manufacturing know how, we have developed a signifi cant "in-house" capability and are able to manufacture a wide variety of polymers of various kinds throughout the North American continent. The development of our own polymers has given us the advantage of using proprietary chemical combinations in many of our products, and this, in turn, is leading to the development of even better coatings systems. We now have under construction a new polymer processing plant at Huron, Ohio, which will increase our pres ent capacity for polymers but, more importantly, will prepare us to manufacture new and more com plex types of products as they are developed in our laboratories. In the industrial segments of our coatings and resins business we are concentrating on metal decorating, wood finishing, coil and strip coat ings, container coatings, paper coatings, in addition to polyester resins. The electrocoating process, a method of applying coating to metal electrically, oilers good long range growth;possibilities, although the growth fe taking considerable time because potential users must adopt new production teclmiques. In the industrial area we arc con tinuing to concentrate research and marketing efforts on specific areas which offerthe best growth potential. Both the Macco Chemical Divi sion and the Gales Engineering Division, which became a part of the Coatings and Resins Group in 1964, continue to make excellent sales and profit gains. Operation ally, the new polymer processing plant has been assigned to the Macco Chemical Division. More than 60 per cent of our coatings business is trade sales -- that is, sales to individual homeowners through our own or inde pendent retail outlets and to pro fessional painters and painting contractors: This portion of our coatings business is grpwing at a rate double the rise of the industry as a whole. Here are some of the steps we have taken to expand this segment of the coatings business: Introduced new and improved products such as Spred Acrylic Ex terior House Paint and introduced a limited economy line to help meet dealer needs. Enlarged our distribution sys tem through mass retailers, inde pendent dealers, and through our own paint branches. We have 262 company-operated outlets through out the country and have broad ened the product line in these branches by the addition of hard ware goods and such decorating items as drapery, carpeting, and wallpaper. Expanded and redirected the efforts of our sales organization. Aggressively solicited the painter and industrial plant main- GLD305 52 7 tenancc markets, using trained specialists. The improvements in the indus trial, trade, and maintenance mar keting areas have been brought about by technical changes, better products, upgrading and training our expanded sales organization, and by strong redirection of the marketing effort. Durkee Foods Group S. Warner. Vice ]'iv~idonl (Ik u s c F. Atkinson. Vice President. Indus!! in) Division Kobeit 1.. Klein. Ki-n.-ial Manager. ]nrlu~:>iil Division itichuid -I. H.iIKT. (ienernl Manage!. Food S'-rvkv Division Willard P. Brown. (n ni-ral Manager. (ironay Products Division Norman L. Waggoner. Jr. General Manage*, Grotchi-n ('.ran! Kitchens Division 1 runklin ('. Clements iener.il Manage!. I'irkle Products Division Sales of The Durkee Foods G roup were $126,700,000, compared with $99,600,000 in fiscal 1964. The group also achieved a 14 per cent increase in net profit over the pre vious fiscal year. Of the $27,100,000 sales increase, $17,100,000 was due to higher unit volume from more aggressive mar keting efforts, and from the sales results of Dailey Pickle Company which was acquired during the year. The remainder--$10 million--is at tributed to higher price levels for crude vegetable oil, and we should take a moment to develop this point further. The gross profit margin per pound on bulk refined oil is relatively constant, even though the prices which we pay for crude oil may fluctuate considerably. For example, if the price of crude soy bean oil is 10 cents a pound and we add a one-cent refining margin, we make the same dollar net profit as if the oil were 15 cents a pound and we added the same one-cent refilling charge. Obviously, at 15 i cents a pound, we have a higher dollar sales volume. The Dailey Pickle Company of Saginaw, Michigan, and Allied Foods, a leading pickle processor in the Ij o s Angeles area, now make up the recently established Pickle Products Division. The acquisition of Allied Foods was completed October 11, 1965. The Institutional Food Products Division has been renamed the Food Service Division to define better its broader functions in the markets it serves. This division markets a variety of specialized oil products, sauce and gravy mixes, canned French fried onions, and similar convenience foods to res taurants, hotels, schools, and mass food preparation establishments. The Food Service Division was created as a separate entity of the Durkee Foods Group to enable us to concentrate sales efforts on these 1 DU"* GrW WfcW----... ............ ..... 8 GLD3055 3 rapidly growing markets. The sales organization has been expanded, and marketing efforts and sales training programs have been con centrated on specific market opportunities. The Industrial Food Products Division markets refined vegetable oils and specialty edible oil prod ucts to industrial food processing companies. The division continues to develop new specialty fats and emulsifiers for use in coffee whiteners, whipped toppings, special desserts, and confectionery coatings to serve growing industrial markets. In recent years, Durkee food scientists have developed many special ty products such as a deep frying shortening, a pan and grill frying shortening, and a fluid shortening for use in Cakes and baked goods. These and other types of specialty products represent onefifth of the sales of our Industrial Food Products and Food Service Divisions and account for one-third of the gross profit. We are intensi fying our efforts to develop other new products in these areas. In late spring, the Grocery Prod ucts Division introduced a new line of Durkee Famous ChefBlends. The blends, which have been receiving outstanding acceptance iin grocery stores, supermarkets, and similar re tail outlets, were developed to pro vide complete Seasonings for vari ous kinds of dishes. With these sea sonings, the homemaker can pre pare many different kinds of foods which are flavored exactly to her family's tastes. Durkee's Sauce and Gravy Mixes are the most nearly complete line of such prod ucts, and during 1965, continued aggressive marketing effort enabled the Durkee Foods Group to gain a major share of this segment of the convenience food market. These two new lines are examples of spe cialty and convenience food prod ucts which we believe offer the best, direction for potential growth in grocery products. Spices. Famous Sauce, coconut, and other Durkee food products also continue to sell very well. O&C brand onion prod ucts and potato sticks made sub stantial increases in sales over the previous yean During the year work was begun on enlarged facilities in Maple wood, New Jersey, for the Gretchen Grant Kitchens Division. This new plant was completed in late Octo ber and is now in production. The new facilities, along with the pres ent Gretchen Grant Kitchens plant in Jersey City, New Jersey, pro vide greatly increased processing capacity for Gretchen Grant's pres ent line of frozen hors d'oeuvres. It also allows sufficient capacity to process hors d'oeuvres, which may be served either hot or cold, and specialty dessert products. This operation was acquired in 1964 and since that time has achieved excellent growth. 9 Chemicals Group ('><-orix< M. 1 l.-il- . Senior Vie. ]'t -- ir 1 Jiidies (Konkin. Vio- 1'l e^iti.'tli-Mnr k' l !!,. Willi,no 1. Korfiek Vice l"ie.'irl-n;- ();>: : .l ; i<>\- K. T. T. Yoon,. Vice J'j in. Oi ir.mi. ( h ini; ..I- ! lo. i- i. ei \\ lilt* : ( M n ':\'iec I 'n >ul- m I'I.mi i.:- .inrl < ' >!<.! [): i- Km ! Tin L .h. \ ice I 'i i si ' ! . .. I Villen 1 )j\ i-ioii I Id li. ri '1 ill k. Si . Vici- I'le-iri. nl-AdiniriisU.itio.'i 1`i-men Divi'ioii _ ' Will::!-! I . I l: 111. I 'n-ii. i.n i. 11;iu;> r. I )i'- i-ioii The Chemicals Group made ex cellent sales and profit gains in fiscal 1965, with sales of$55,500,000, compared with sales of $48,900,000 in the previous fiscal year. The Pigments and Color Divi sion is the largest of the Chemicals Group, and the chief product is titanium dioxide. Although Glidden is not the largest producer in this industry, we have increased our share of the market each year for the past four years. We are success fully introducing new titanium di oxide products which meet the most exacting quality standards of com petitive products, and we are con vinced that our technical and man ufacturing capabilities will enable us to continue to do so. The Pemco Division is one of the country's leading suppliers of porcelain enamel and ceramic frits. We acquired this operation jn 1961, and it has consistently contributed an excellent profit to Glidden. We have the technical and manufac turing capability to meet the most exacting product requirements, and we are forecasting continued growth and increased demand for products of this division. In fiscal 1965, the Organic Chem icals Division introduced a line of synthetic flavor oils--lemon, lime, spearmint, and peppermint -- for use in the soft drink, chewing gum, candy, bakery, and other segments of the food industry. These prod ucts meet the requirements of the Ul S. Food and Drug Administra tion for food additives, and we be lieve they offer excellent long range growth possibilities. The Organic Chemicals Division offers an excellent example1 of our growing marketing ability and tech nical competence. In the 1950's, it was primarily a commodity pro ducer of gum turpentine and rosin wjith a few basic terpene chemicals such as pine oil, eamphene, and dipentene. In the early 1960's, re search on the composition of tur pentine began to bear fruit, and the division succeeded in synthesizing a line of aromatic chemicals as substitutes for imported products. These include citronella oil, lemongrass oil, bois de rose, along with numerous other chemicals derived front these three, and they have all found excellent markets in the soaps, cosmetics, and pharmaceu tical industries. During the year, the Organic Chemicals Division developed a commercial process for the conver sion of alpha pinene to beta pinene. Both of these materials are com ponents of turpentine, and beta pinene is by far the most useful of the two, primarily as a major and essential ingredient in the produc tion of aromatic chemicals, and in terpene resins which arc used in making pressure sensitive tapes. Chemicals Group 10 GL030555 It is interesting to note that the products of the Organic Chemicals Division which have been brought to market since 1961 are contribut ing a third of the division's net profit. Sales of basic terpene chem icals and tall oil products also increased substantially over the previous year. The tall oil refinery in Port St. Joe, Florida, is now under com puterized control from the Organic Chemicals Division headquarters in Jacksonville. This new computer system has resulted in lower costs but, more importantly, is enabling us to achieve significant product improvement. The Metals Division made excel lent increases in sales and profits during the year and continues to improve its share of the growing metal powders market, despite in tense competition. During the year, plant addition and improvement programs at both Hammond, Indi ana, and Johnstown, Pennsylvania, were begun or completed to pro vide facilities to make new grades of metal powder products and to enlarge and improve productive capacity. Summary In summary, it can be pointed out that The Glidden Company has made significant progress in many vital areas: Greater technical com petence; intensified acquisition efforts; more market research; im proved marketing capability; better manufacturing techniques. We have improved in these areas through upgrading, training, and addition of people ... by providing them with better plants, better labora tories, and better equipment to do their jobs ... by improving the climate and environment in which they work. We do not have everything the way we, want it. In the last five years, we have really only planted the seeds for our future growth and for the many things we intend to do. We see Opportunity for improve ment through: Greater use of computers. Improvement and streamlining of physical distribution. Continued reduction of rawmate- rial and manufacturing costs. Increased productivity of our research effort. Acceleration of the speed and effectiveness of new product introduction. Continued search for new oppor tunities which represent logical additions to Glidden by acquisi tion and internal development. Increased marketing effective ness. The Glidden Company today has the human, financial, technical, and manufacturing resources to create and take advantage of opportuni ties for further growth and expan sion. The entire organization is committed to building a better and more profitable company year by year. Summarv GLD30b56 n CONSOLIDATED NET INCOME Consolidated net income after all taxes and charges was $10,490,683 in 1965, compared with $9,064,735 in the previous fiscal year. After preferred dividends, consolidated net income was equal to $1.63 per common share in fiscal 1965, This compared with $1.45 per common share for the previous fiscal year, which has been adjusted to take into account the 2^-for-l common stock split. On a comparative quar terly hasis, net income per common share was: SALES Consolidated sales of The Glidden Company were $303,991,184 in fiscal 1965, compared with $257,660,508 in 1964. Sales by oper ating groups for fiscal 1965 were: Quarter Knded Nov. 30 tot, as May 31 Aug. 31 Amount !(KK $2,178 1,478 3.113 3.722 lJHUj Not Reflecting 2U,-for-l Split $ .87 .56 1.17 1.47 Reflecting 21-for-1 Split $ .35 .22 .47 .59 Amount tOOOl $1,861 1.236 2,576 3,392 Not Reflecting 2U-for-l Split $ .75 .49 1.01 1.38 Reflecting 2U-for-l Split $ .30 .20 .40 .55 Coatings & Kesins Foods Chemicals 1965 1964- Change (000) (000) $121,800 $109,200 4 12# 126,700 99,600 4 27# 55,500 48,900 413# Total $304,000 $257,700 C19C4 results recast to include reported international sales in appropriate operating group. SALES AND PROFITS Following is the percentage of sales and profits for each operating group in 1965, along with the portion of the total assets employed to pro duce these sales and profits: Coatings & Resins Foods Chemicals % Sales % Profit 40 41 42 25 18 34 % Assets 42 26 32 GROSS PROFIT Gross profit in fiscal 1965 was $85,722,462, and gross profit mar gin to sales was 28 per cent. Com parable figures for the 1964 fiscal year were $76,876,193 and 30 per cent . Most of the percentage change is due to higher vegetable oil prices, as explained on page 8, with other contributing factors being higher crude sulphate turpentine price levels, other raw' materials price increases, and introductory costs of new products. Income from oper ations was $20,977,936 in 1965, compared with $18,202,353 in the previous fiscal year. DIVIDENDS Dividends declared on common stock totaled $5,073,315. For the year, 51 per cent of net income available for Common was distrib uted to common shareholders as dividends. Dividends declared on the $2,125 preferred stock amount ed to $517,421 for the year. During the 1965 calendar year, the following quarterly dividend payments per share were made on common stock: Record Date Dec. 8. 1864 Mar. 8, 1965 June 8,1965 Sept. 8, 1965 Date Paid Jan. 2, 1965 April 1, 1965 July 1, 1965 Oct. 1, 1965 Reflecting 2Vh-for-l Split $ .20 20 .22 ..22 Not Reflecting 2x/5-for-l Split $ .50 .50 .55 .55 Operating and Financial Review 12 GLD3055? WORKING CAPITAL Working capital at year-end was 79,197,144, and the ratio of cur rent assets to current liabilities was 3.86 to 1. CAPITAL EXPENDITURES Capital expenditures in fiscal 1965 amounted to $9,866,067, compared with $6,904,347 for the previous fiscal year. Here is how capital was invested in the operating groups during the year: Coatings and Resins . . . . 31% Foods,..................................... 18% Chemicals ............................51% INVENTORIES At August 31, 1965, inventories totaled $55,214,815, compared with $55,349,936 at the end of the 1964 fiscal year. DEPRECIATION Charges against income for depre ciation and depletion amounted to $6,753,140 for 1965, compared with $6,735,858 for 1964. Under the In ternal Revenue Service guideline lives, additional depreciation of $1,815,739 will be claimed for 1965 federal tax purposes. In 1964, this additional depreciation amounted to $1,908,327. TAXES Taxes on income amounted to $9,880,000, or $1.61 per common share. This is an effective tax rate of 48.5 per cent on income. Of this afnount, $8,996,000 represents taxes which are payable currently, and $884,000 represents taxes for which payment has been deferred to future years due to the use of guideline depreciation rates. This deferment of taxes provides an additional cash flow amounting to 14 cents per common share. The provision for income taxes was reduced by $361,720 for the invest ment tax credit, which increased earnings per share by six cents, compared with nine cents per share in the previous fiscal year Real estate, personal property, franchise, and other miscellaneous taxes amounted, to $1,927,611 for fiscal 1965. The Internal Revenue Service has completed examinations of the fiscal years through 1963, and these examinations indicate that ade quate income tax provisions have been made in prior periods. WAGES AND SALARIES Wages, salaries, and employee benefits amounted to $61,532,357 for fiscal 1965 which was 20.2 per cent of sales. For fiscal 1964 these figures were $55,135,822, or 21.4 per cent of sales. ADVERTISING Advertising expenditures for the company amounted to $7,595,897 in fiscal 1065; company advertis ing expenditures the previous year were 86,831,482. LITIGATION There is no major litigation at this time. The Only current litigation is of a routine nature arising out of the ordinary course of business operations. In the opinion of coun sel, any potential liability in exist ing cases has been fully covered by established reserves. CASH FLOW Cash flow was equal to $2.87 per common share in fiscal 1965, com pared with cash flow of $2.73 per common share in the previous fiscal year. Both these figures re flect the 2>/2-for-l stock split. CASH FLOW PER 66 67 68 69 60 61 62 63 64 66 Reflects 2*/?-for-1 stock split GLD3 055B 13 FISCAL YEARS 1965 INCOME Net sales............................................................................................ Selling and administrative expenses . . ...................................... $ 303,991 218,269 64,744 Income from operations ................................................................... Income before taxes............................................................................ Taxes on income....................................................................... Net income.......................................... *.............................* , Dividends declared on preferred shares...................................... Dividends declared 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........................................................................................ 20,978 20,371 9,880 10,491 518 5,073 4,900 0,753 884 $ 79,197 63,164 174,844 liongrteirm debt................................................................................ Shareholder equity....................................................................... PER COMMON SHARED) Net income........................................................................................ Depreciation, depletion and amortization................................. Provision for!deferred income taxes.................................. Total funds from operations......................................... 26,784 116,155 $ 1.63 1.10 .14 2.87 Dividends declared........................................................ Shareholders!' equity..................................................... Price of Glidden common shares!2!-- High......................... -- Low......................... OTHER STATISTICS Expenditures for property, plant and equipment............... te. net income to shareholders' equity.......................................... % common dividends to net income available for common . , Ratio of current assets to current liabilities............................. .84 17.26 25.05 19.60 $ 9,866 9.0% 50.9% 3.86 Preferred shares outstanding............................................ Common shares outstanding!3)......................................... Number of shareholders -- Preferred............................... -- Common............................... Number of employees......................... ............................ 212,982 6,130,166 324 20,698 8,492 PRO FORMA (excluding operations cf Chemutgy Division for the fiscal years 1956-1958) Net sales ..................................................... ... $ 303,991 Jncdme from operations . . . ,..................................... 20,978 Income before taxes........................................................ 20,371 Net income................................................................. 10,491 U(2)): Adjusted Calendar for 2,l-*-for-l stock years, except 1965 split of July 22.1965 which is to October 1,1965 (3) 196$ reflects 2* i-for-1 stock split (All dollar amounts are expressed in thousands, except figures given on a per share basis.) 1964 $ 257,661 180,784 58,674 18,202 18,016 8,951 9,065 481 4,683 3,901 6,736 742 $ 78,551 59,326 169,295 28,500 111,102 $ 1.45 1.15 .13 2.73 .80 16.88 21.75 17.05 $ 6,904 8.2% 54.9% 3.98 254,083 2,347,572 492 20,417 7,805 $ 257,661 18,202 18,016 9,065 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 $ 1.21 1.16 .24 2.61 .80 16.50 17.85 14.45 $ 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 A Ten Year Summary GLD30559 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 $ 1.09 1.05 .20 2.34 .80 16.12 18.20 . 13.10 $ 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 1961 $ 206,702 150,173 43,850 12.548 12,607 6,190 6,417 4,622 1,795 7,441 -- $ 68,061 54,691 140,039 30,000 94,666 $ 1.11 1.29 2.40 .80 16.38 18.80 14.30 $ 7,823 6.8% 72.0% 5.43 _ 2,311,245 --- 20,873 6,372 $ 206,702 12,548 12,607 6,417 1960 $ 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 S 1.16 1.20 2.36 .80 16.07 18.25 13.80 $ 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 S 1.32 1.14 -- 2.46 .80 15.72 20.10 16.75 $ 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 .... 4,596 1,467 5,838 '-- - $ 52,572 59,992 133,240 26,000 87,304 $ 1.06 1.01 2.07 .80 15.20 18.80 11.20 $ 9,214 6.9% 75.8% 3.64 -- 2,298,170 -- 22,405 6,353 $ 185,380 11,923 10,294 5,076 1957 $ 225,537 176,874 32,995 15,668 15,387 8,123 7,264 -- 4,594 2,670 5,046 -- $ 53,100 59,517 140,370 27,500 85,837 $ 1.26 .88 2.14 .80 14.94 15.00 11.80 $ 12,465 8.5% 63.2% 2.96 ---, 2,298,170 -- 21,686 6,455 8 190,424 13,590 13,590 6,402 1956 $ 226,290 177,538 31,974 16,778 16,451 8,304 8,147 -4,592 3,555 2,870 $ 35,696 53,414 118,738 7,500 83,091 $ 1.42 .50 -- 1.92 .80 14.48 16.45 13.80 $ 16,637 9.8% 56.4% 2.27 -- 2,295,990 -- 20,758 6,387 $ 190,483 13,956 14,252 7,091 Annua! Report 1965 3> GLD30560 15 { Consolidated Balance Sheets THE GLIDDEN COMPANY AND SUBSIDIARIES AUGUST 31.1965, AND AUGUST 31. 1964 Assets 1965 1964 CURRENT ASSETS Cash (including certificates of deposit)................................ Short-term securities -- at cost................................................. Trade accounts receivable, less allowances of $704,069 (1964 - $613,895)............................................ Inventories -- generally at the lower of aceumulated-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 $ 10,240,490 5,399,219 33,816,169 $ 23,438,195 31,776,620 $ 55,214,815 1,329,554 863,089 $106,863,336 $ 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 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 - Ne t $ 7,517,528 33,630,273 79,562,155 $120,709,956 57,545,999 $ 63,163,957 $ 6,110,884 31,646,946 73,068,322 $110,826,152 51,500,514 $ 59,325,638 OTHER ASSETS AND DEFERRED CHARGES 4,817,021 $174,844,314 5,080,028 $169,295,417 Consolidated Balance Sheets GL D30562 Liabilities and Shareholders' Equity 1965 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 4%% SINKING FUND DEBENTURES-Note B . . . . DEFERRED FEDERAL INCOME TAXES.......................... SHAREHOLDERS' EQUITY - Notes B, C, D, and E Cumulative Preferred Stock without par value: Authorized -- 500,000 shares, of which 258.340 have been designated as $2,125 series Outstanding -- 212,982 shares, at stated value of $25 a share...................................................................... Common Stock -- par value $4 a share: Authorized -- 10,000,000 shares Reserved for conversion and options -- 1,126,166 shares Issued -- 6,234,716 shares...................................................... Additional paid in capital ....................................................... Retained earnings....................................................................... Less Common Stock in treasury -- 104,550 shares at cost............................................................ To t a l Sh a r e h o l d e r s ' Eq u it y $ 15,953,682 2,916,888 1,200,000 1,350,046 6,245,576 -0- $ 27,666,192 26,784,000 4,239,000 $ 5,324,550 24,938,864 13,508,197 74,821,217 $118,592,828 2,437,706 $116,155,122 $174,844,314 Hee notes to financial statements. 1964 $ 12,962,852 2,643,073 1,422,726 1,174,312 6,635,423 1,500,000 $ 26,338,386 28,500,000 3,355,000 $ 6,352,075 23,475,720 11,352,966 69,921,270 $111,102,031 0- $111,102,031 $169,295,417 Annual Report 1965 <F*s> GLD305>62 17 Consolidated Statements of Income and Retained Earnings THE GLIDDEN COMPANY AND SUBSIDIARIES YEARS ENDED AUGUST 31,1965, AND AUGUST 31, 1964 INCOME Net sales.............................................. Operating costs: Cost of products sold..................... Selling and administrative expenses In c o me Fr o m Op e r a t io n s Other income and (deductions): Foreign technical service fees ........................................................ Dividends from foreign associates................................................... Interest on sinking fund debentures.............................................. Other items -- net............................................................................. In c o me Be f o r e In c o me Ta x e s Provision for income taxes: Current year....................................................................................... Deferred................................................................................................. Ne t In c o me Provision for depreciation and depletion was $6,753,140 (1964 - $6,735,858) 1965 $303,991,184 $218,268,722 64,744,526 $283,013,248 $ 20,977,936 $ 372,055 138,378 (1,355,629) 237,943 $ (607,253) $ 20,370,683 $ 8,996,000 884,000 $ 9,880,000 $ 10,490,683 1964 $257,660,508 $180,784,315 58,673,840 $239,458,155 $ 18,202,353 $ 336,155 242,892 (1,425,000) 659,335 $ (186,618) $ 18,015,735 $ 8,209,000 742,000 $ 8,951,000 $ 9,064,735 RETAINED EARNINGS Balance at beginning of year.................................................................. Net income.................................................................. ......................... Cash dividends declared: Preferred Stock................................................................................. Common Stock .................................................................................. Balance at end of year ............................................................................. $ 69,921,270 10,490,683 $ 80,411,953 $ 517,421 5,073,315 $ 5,590,736 $ 74,821,217 $ 66,019,816 9,064,735 $ 75,084,551 $ 480,775 4,682,506 $ 5,163,281 $ 69,921,270 See notes to financial statements. Consolidated Statements 18 GLD30563 Summary of Source and Application of Funds THE GLIDDEN COMPANY AND SUBSIDIARIES YEARS ENDED AUGUST 31,1965, AND AUGUST 31,1964 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 Net current assets of business acquired for capital stock .... Sale of Common Stock under option plans......................................... Other sources -- net............................................................................. 1965 $10,490,683 6,753,140 884,000 $18,127,823 1,429,517 750,570 114,623 $20,422,533 1964 $ 9,064,735 6,735,858 742.000 $16,542,593 839,664 506,045 871,489 $18,759,791 APPLICATION OF FUNDS Dividends declared.................................................................................. Expenditures for property, plant, and equipment ............................... Acquisition of Common Stock for treasury......................................... Retirement of sinking fund debentures.............................................. Redemption of $2,125 Cumulative Preferred Stock (2,950 shares) Increase in working capital ................................................................... $ 5,590,736 9,866,067 2,437,706 1,716,000 166,245 645,779 $20,422,533 $ 5,163,281 6,904,347 0- 1,500,000 0- 5,192,163 $18,759,791 Summary of Source and Application nf Funds GL 030564 19 Notes To Financial Statements References to Common Stock in the financial statements and the follow ing notes are expressed in terms of the $4 par value shares resulting from the 2\2 fot 1 stock split effected July 22. 1965. Note A The consolidated finan cial statements include the accounts of all wholly-owned operating sub sidiaries. The accounts of the con solidated foreign subsidiaries have been translated at rates of exchange prevailing during the year, except for the property, plant, and equip ment accounts, which are included on a historical cost basis. On March 31,1965, the Company acquired the net assets of two cor porations in exchange for 212,862 shares of Common Stock. These acquisitions were accounted for as poolings of interest and according ly, the consolidated financial state ments for the vear ended August 31, 1965, include the operations of these acquired businesses for the entire year. The consolidated finan cial statements for the year ended August 31, 1964, are presented herewith as previously published and do not include the accounts of these acquired businesses, as their net sales and net income for that year were not significant. Note B The indenture relating to the 43/4% Sinking Fund Deben tures requires redemption of 31.500.000 on Novemtier 1 of each year to 1983, The sinking fund re quirement of November 1, 1965, was met by the purchase and retire ment of debentures prior to August 31, 1965. The indenture permits the declaration of dividends after August 31, 1965, to the extent of 330.200.000 plus consolidated net income earned after that date. Note C--The $2,125 Cumulative Preferred Stock is convertible at any time into Common Stock at an exchange rate of 2.8125 shares of common for each share of pre ferred, and is redeemable at prices ranging from $55 a share in I960 to $51 a share in 1981 and there after. At August 31, 1965, there were 599,012 common shares re served for conversion, Note P--During the year, a new slock option plan hecame effective for key personnel, and authority to grant options under all prior stock option plans was terminated. At the beginning of the year, options were outstanding for 282,237 shares of Common Stock. During the year, options for 44,000 shares w'ere granted, options for 48,295 were exercised, and options for 788 shares were canceled. No options became exercisable during the year. At August 31, 1965, options for 277.154 shares were outstanding and 250,000 shares were reserved for tihe future granting of options. Note E -The increase during the year in additional paid in capital arose principally from issuance of Common Stock in the acquisition of businesses, conversions of Preferred Stock, and the sale of Common Stock pursuant to stock options. 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 31,1965, the unfunded liability for past service cost under the plans was estimated to be $5,428,000, and the annual current service cost Xwhich does not include funding of the past service cost) was estimated to be $1,703.000. Accountants' Report Shareholders and BoardofDirectors The Gliddcn Company We have examined the consoli dated financial statements of The Glidden Company and its subsid iaries for the year ended August 31, 1965. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we | considered necessary in the cir cumstances. We made a similar examination of the financial state ments for the preceding year. In our opinion, the accompany ing balance sheet and statements of income and retained earnings present fairly the consolidated financial position of The Glidden Company and its subsidiaries at August 31, 1965, and the consoli dated results of their operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis con sistent with that of the preceding year. It is also our opinion that the accompanying summary of source and application of funds presents fairly the information therein shown. Cleveland, Ohio October 8, 1965 Notes to Financial Statements/Accountants" Report GLD30565 20 995001D 9fi. o8 *0 rT C,fig"Sh5?5{ l a| aa Sf .D-<^O4 PB sSl=.&aS%- jet-Si . b a liU*p"ifECLi.fB--1.1* jf:.u$c4:i$&'i&e5 B.| 2vy5 ! 5 o p . _2 .is Tj a'Slh n *. fc. SS** fc- P C * 'e K mb SO ^& -O l'!l II*i.It cSJS='-g| -ES_o.e <* JI Ot -9?fot5v* -I-S i6 fc-s."-sS I ! s*f ^ w (B G! 4 ^ *5 T!fHS i UZk "1< = = 5 f 8$&s,se$&d t. Glidden Plants and Products _ C -3 a. s'Ej^oS Si "ct i B ** _; o .a ;-|=> IHIilftllll,,?*gi'aSl'sliSSstjSi<o-x|H IISsliIi1S5*l0"Ii1:5"'jl>.e6EiK*SaSf5SS:8S3&iSo:?1' Si fc.ag < S < ini? The Glidden Company Annual Report 1965 GL D 3056?