1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period Ended March 31, 2000 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____________ to _____________ Commission file number 1-4851 ------ THE SHERWIN-WILLIAMS COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 34-0526850 - ----------------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075 - ------------------------------------------ -------------------------------- (Address of principal executive offices) (Zip Code) (216) 566-2000 - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $1.00 Par Value - 163,753,280 shares as of April 28, 2000. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) Thousands of dollars, except per share data Three months ended March 31, ---------------------------------------- 2000 1999 ---------------- ---------------- Net sales $ 1,221,916 $ 1,127,867 Costs and expenses: Cost of goods sold 705,672 650,781 Selling, general and administrative expenses 435,921 411,613 Interest expense 14,877 15,770 Interest and net investment income (1,039) (1,692) Other expense - net 480 4,949 ---------------- ---------------- 1,155,911 1,081,421 ---------------- ---------------- Income before income taxes 66,005 46,446 Income taxes 25,082 17,649 ---------------- ---------------- Net income $ 40,923 $ 28,797 ================ ================ Net income per common share: Basic $ 0.25 $ 0.17 ================ ================ Diluted $ 0.25 $ 0.17 ================ ================ SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -2- 3 THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) Thousands of dollars MARCH 31, December 31, March 31, 2000 1999 1999 ---------------- ---------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ 3,633 $ 18,623 $ 3,503 Accounts receivable, less allowance 708,206 606,046 652,430 Inventories: Finished goods 619,792 591,912 575,196 Work in process and raw materials 112,160 111,476 109,193 --------------- --------------- --------------- 731,952 703,388 684,389 Deferred income taxes 127,059 128,177 117,233 Other current assets 161,694 141,143 157,569 --------------- --------------- --------------- Total current assets 1,732,544 1,597,377 1,615,124 Goodwill 1,039,654 1,039,555 1,060,017 Intangible assets 270,869 274,924 286,817 Deferred pension assets 341,008 334,094 310,944 Other assets 99,973 94,464 77,471 Property, plant and equipment 1,486,153 1,447,927 1,444,533 Less allowances for depreciation and amortization 760,660 736,251 737,790 --------------- --------------- --------------- 725,493 711,676 706,743 --------------- --------------- --------------- Total assets $ 4,209,541 $ 4,052,090 $ 4,057,116 =============== =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings $ 254,987 $ 160,719 Accounts payable 497,098 $ 458,919 415,353 Compensation and taxes withheld 90,332 140,934 105,549 Current portion of long-term debt 21,541 122,270 160,683 Other accruals 392,490 382,343 403,657 Accrued taxes 97,960 85,396 91,210 --------------- --------------- --------------- Total current liabilities 1,354,408 1,189,862 1,337,171 Long-term debt 624,234 624,365 629,124 Postretirement benefits other than pensions 207,400 206,591 206,218 Other long-term liabilities 330,460 332,740 290,662 Shareholders' equity: Common stock - $1.00 par value: 163,747,811, 165,663,601 and 170,052,428 shares outstanding at March 31, 2000, Dec. 31, 1999 and March 31, 1999, respectively 206,393 206,309 206,030 Other capital 152,327 150,887 146,933 Retained earnings 2,039,399 2,020,851 1,806,360 Treasury stock, at cost (572,131) (533,891) (419,890) Cumulative other comprehensive loss (132,949) (145,624) (145,492) --------------- --------------- --------------- Total shareholders' equity 1,693,039 1,698,532 1,593,941 --------------- --------------- --------------- Total liabilities and shareholders' equity $ 4,209,541 $ 4,052,090 $ 4,057,116 =============== =============== =============== SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -3- 4 THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) Thousands of dollars Three months ended March 31, ---------------------------------------- 2000 1999 ----------------- ----------------- OPERATIONS Net income $ 40,923 $ 28,797 Adjustments to reconcile net income to net operating cash: Depreciation 26,314 24,816 Amortization of goodwill, intangibles, and other assets 12,466 12,499 Increase in deferred pension assets (6,914) (6,938) Net increase in postretirement liability 809 1,455 Other 2,424 5,515 Change in current assets and liabilities-net (135,423) (82,095) Other (2,461) 5,216 ----------------- ----------------- Net operating cash (61,862) (10,735) INVESTING Capital expenditures (34,679) (37,212) Acquisitions of assets (8,262) Increase in other investments (8,746) (7,568) Proceeds from sale of assets 6,537 Other (10,976) (124) ----------------- ----------------- Net investing cash (47,864) (53,166) FINANCING Net increase in short-term borrowings 254,987 160,719 Increase in long-term debt 1,837 Payments of long-term debt (102,707) (58,705) Payments of cash dividends (22,374) (20,382) Proceeds from stock options exercised 773 2,864 Treasury stock acquired (38,240) (33,425) Other 229 321 ----------------- ----------------- Net financing cash 94,505 51,392 ----------------- ----------------- Effect of exchange rate changes on cash 231 (3,121) ----------------- ----------------- Net decrease in cash and cash equivalents (14,990) (15,630) Cash and cash equivalents at beginning of year 18,623 19,133 ----------------- ----------------- Cash and cash equivalents at end of period $ 3,633 $ 3,503 ================= ================= Taxes paid on income $ 12,730 $ 16,470 Interest paid on debt 27,599 27,548 SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -4- 5 THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Periods ended March 31, 2000 and 1999 NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended December 31, 1999. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated results for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2000. NOTE B--DIVIDENDS Dividends paid on common stock during the first quarter of 2000 and 1999 were $.135 per share and $.12 per share, respectively. NOTE C--OTHER EXPENSE - NET Significant items included in Other expense - net are as follows: Three months ended --------------------------- (Thousands of dollars) MARCH 31, March 31, 2000 1999 ----------- ---------- Dividend and royalty income $ (1,408) $ (1,233) Net expense from financing and investing activities 1,968 3,014 Foreign currency exchange (gains) losses (1,285) 3,332 The net expense of financing and investing activities represents realized gains or losses associated with disposing of fixed assets, the net gain or loss associated with the investment of certain long-term asset funds, net pre-tax expense associated with the Company's investment in broad-based corporate owned life insurance, and other related fees. -5- 6 NOTE D--COMPREHENSIVE INCOME The Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," during the first quarter of 1998. SFAS No. 130 establishes rules for the reporting and display of comprehensive income and its components, which include net income and foreign currency translation adjustments. Comprehensive income is summarized as follows: (Thousands of dollars) Three months ended March 31, --------------------------------- 2000 1999 ----------- ----------- Net income $ 40,923 $ 28,797 Foreign currency translation adjustments 12,675 (100,565) ---------- ----------- Comprehensive income (loss) $ 53,598 $ (71,768) ========== =========== NOTE E--RECLASSIFICATION Certain amounts in the 1999 financial statements have been reclassified to conform with the 2000 presentation. -6- 7 NOTE F--NET INCOME PER COMMON SHARE Three months ended March 31, -------------------------------- (Thousands of dollars, except per share data) 2000 1999 ------------ ------------ Basic Average common shares outstanding 164,304,661 169,647,136 ============ ============ Net income $ 40,923 $ 28,797 ============ ============ Net income per common share $ 0.25 $ 0.17 ============ ============ Diluted Average common shares outstanding 164,304,661 169,647,136 Non-vested restricted stock grants 278,400 293,067 Stock options - treasury stock method 263,696 813,441 ------------ ------------ Average common shares assuming dilution 164,846,757 170,753,644 ============ ============ Net income $ 40,923 $ 28,797 ============ ============ Net income per common share $ 0.25 $ 0.17 ============ ============ Net income per common share has been computed in accordance with SFAS No. 128. -7- 8 NOTE G--REPORTABLE SEGMENT INFORMATION The Company reports segment information in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which requires an enterprise to report segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources. During the fourth quarter of 1999, following the appointment of a new chief operating decision maker, the Company adopted revised segment reporting guidelines that changed the number and composition of its reportable segments and changed the value of goods that are transferred domestically between segments. The 1999 amounts displayed below have been restated to conform to this new presentation. Net External Sales/Operating Profit - ----------------------------------- Three months ended March 31, ----------------------------------------------------------------- 2000 1999 ---------------------------- ---------------------------- (Thousands of dollars) NET SEGMENT Net Segment EXTERNAL OPERATING External Operating SALES PROFIT Sales Profit ---------- ---------- ---------- ---------- Paint Stores $ 700,056 $ 43,604 $ 634,473 $ 32,887 Consumer 325,387 37,072 302,689 35,431 Automotive Finishes 120,952 14,446 115,597 14,182 International Coatings 73,442 6,907 73,036 3,392 Administrative 2,079 (36,024) 2,072 (39,446) ---------- ---------- ---------- ---------- Consolidated totals $1,221,916 $ 66,005 $1,127,867 $ 46,446 ========== ========== ========== ========== ================================================================================ Intersegment Transfers - ---------------------- Three months ended March 31, ---------------------------- (Thousands of dollars) 2000 1999 ----------- ----------- Paint Stores $ 2,218 $ 2,072 Consumer 189,325 174,424 Automotive Finishes 8,747 7,143 International Coatings 77 57 Administrative 2,843 2,814 -------- -------- Segment totals $203,210 $186,510 ======== ======== ================================================================================ Segment operating profit is total revenue, including intersegment transfers, less operating costs and expenses. The Administrative Segment's expenses include interest which is unrelated to certain financing activities of the Operating Segments, certain foreign currency transaction losses related to dollar- denominated debt and other financing activities, certain provisions for disposition and termination of operations and environmental remediation which are not directly associated with any Operating Segment, and other adjustments. Net external sales and operating profits of all consolidated foreign subsidiaries were $130.7 million and $13.4 million, respectively, for the first quarter of 2000, and $117.9 million and $11.6 million, respectively, for the first quarter of 1999. Long-lived assets of these subsidiaries totaled $253.7 million and $234.9 million, respectively, at March 31, 2000 and 1999. Domestic operations account for the remaining net external sales, operating profits and long-lived assets. The Administrative Segment's expenses do not include any significant foreign operations. No single geographic area outside the United States was significant relative to consolidated net external sales or consolidated long-lived assets. Export sales and sales to any individual customer were each less than 10% of consolidated sales to unaffiliated customers during all periods presented. Domestic intersegment transfers are accounted for at the approximate fully absorbed manufactured cost plus distribution costs. International intersegment transfers are accounted for at values comparable to normal unaffiliated customer sales. -8- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net sales increased 8.3 percent during the first quarter of 2000 to $1,221,916,000, over the comparable period in 1999. First quarter sales in the Paint Stores Segment increased 10.3 percent from last year, to $700,056,000, due primarily to higher volume retail and wholesale sales of paint products with solid sales gains in all other sales categories. Comparable-store sales were 7.9 percent higher than last year for the quarter. The Consumer Segment's first quarter net sales increased 7.5 percent from 1999, to $325,387,000, due primarily to new product launches and additions to the customer base. The Automotive Finishes Segment's net sales increased 4.6 percent, to $120,952,000, in the first quarter as new marketing programs, initiated late in 1999, began to take effect. First quarter net sales in the International Coatings Segment increased slightly to $73,442,000, as compared to last year. Consolidated gross profit as a percent of sales for the first quarter decreased slightly to 42.2 percent from 42.3 percent in 1999. First quarter margins in the Paint Stores Segment were higher than last year primarily due to increased gallons sold to its retail customers. The Consumer, Automotive Finishes, and International Coatings Segments' margins were all lower than last year due primarily to increased customer promotions, new product launches, and new customer start up costs. Consolidated selling, general and administrative expenses as a percent of sales were favorable to last year for the first quarter, primarily due to higher sales volume. In the Paint Stores Segment, SG&A expenses as a percent of sales were favorable to last year, primarily due to increased sales volume partially offset by incremental increases in expenses associated with the increased number of stores. The Consumer and Automotive Finishes Segments' SG&A ratios were favorable to last year in the first quarter, primarily due to higher sales volumes. First quarter SG&A expenses as a percent of sales were unfavorable in the International Coatings Segment, primarily due to timing of discretionary spending as compared to the first quarter of 1999. The decrease in interest expense from the first quarter of 1999 occurred due to lower average outstanding long-term debt balances, partially offset by higher average short-term borrowings outstanding throughout the quarter. First quarter average short-term borrowing rates were higher than last year. Other expense - net was lower than last year for the first quarter primarily due to foreign currency exchange gains in 2000 versus foreign currency exchange losses in 1999, primarily as a result of the devaluation of the Brazilian real in 1999. Net income for the first quarter of 2000 increased 42.1 percent, to $40,923,000, while diluted net income per common share increased to $.25 per share from $.17 per share in the first quarter of 1999. -9- 10 FINANCIAL CONDITION During the first three months of 2000, cash and cash equivalents decreased $15.0 million, net long-term debt decreased $100.9 million and short-term borrowings increased $255.0 million. Short-term borrowings outstanding primarily relate to the Company's commercial paper program, which had unused borrowing availability of $477.8 million at March 31, 2000. This program is backed by the Company's revolving credit agreements. The decrease in long-term debt is primarily related to the payment of 6.25% notes totaling $100.0 million during the first quarter. The proceeds from the issuance of short-term borrowings were used for repayment of long-term debt, normal operating needs for seasonally higher accounts receivable and inventories, capital expenditures of $34.7 million, treasury shares acquisition of $38.2 million, and cash dividends of $22.4 million. The Company's current ratio declined to 1.28 from 1.34 at December 31, 1999. The decrease in this ratio occurred primarily due to the increased short-term borrowings. Since March 31, 1999, cash and cash equivalents increased $0.1 million primarily due to cash generated by operations of $434.0 million offset by capital expenditures of $131.6 million, net reductions in short-term borrowings and net long-term debt of $49.9 million, treasury shares acquired of $152.2 million, payments of cash dividends of $82.9 million and normal working capital needs. The Company expects to remain in a short-term borrowing position throughout most of 2000. Capital expenditures during the first quarter of 2000 represented primarily the costs associated with new store openings in the Paint Stores Segment, the purchase of land and building related to a technical lab facility for the Automotive Finishes Segment, and plant and facility upgrades and expansions in the Consumer Segment. We do not anticipate the need for any specific external financing to support our capital programs during the remainder of 2000. During the first quarter of 2000, the Company acquired 2,000,000 shares of its common stock through open market purchases for treasury purposes. The Company acquires shares of its common stock for general corporate purposes and, depending upon its cash position and market conditions, the Company may acquire additional shares of its common stock in the future. At March 31, 2000, the Company has authorization to purchase an additional 18,000,000 shares of its common stock. The Company and certain other companies are defendants in a number of lawsuits, including three purported class actions, separate actions brought by the State of Rhode Island, and actions brought by other governmental entities, arising from the manufacture and sale of lead pigments and lead paints. The plaintiffs are seeking recovery based upon various legal theories, including negligence, strict liability, breach of warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and omissions, concert of action, civil conspiracy, violations of unfair trade practices and consumer protection laws, enterprise liability, market share liability, nuisance, unjust enrichment and other theories. The lawsuits seek various damages and relief, including personal injury and property damage, costs involving the detection and abatement of lead paint from buildings, costs associated with a public education campaign, medical monitoring costs and others. The Company believes that such lawsuits are without merit and is vigorously defending them. It is also possible that additional lawsuits may be filed against the Company based upon similar or different legal theories and seeking similar or different types of damages and relief. -10- 11 Litigation is inherently subject to many uncertainties. Adverse rulings or determinations of liability, as well as changes in laws, could affect the lead pigment and lead paint lawsuits against the Company and encourage an increase in the number and nature of future claims and proceedings. Due to the uncertainties involved, management is unable to predict the outcome of such lawsuits or the number or nature of possible future claims and proceedings. In addition, management cannot determine the scope or amount of the potential costs and liabilities related to such lawsuits, claims or proceedings. However, based upon the outcome of previous similar lawsuits, management does not currently believe that the costs or potential liability ultimately determined to be attributable to the Company arising out of such lawsuits will have a material adverse effect on the Company's results of operations, liquidity or financial condition. The operations of the Company, like those of other companies in our industry, are subject to various federal, state and local environmental laws and regulations. These laws and regulations not only govern our current operations and products, but also impose potential liability on the Company for past operations which were conducted utilizing practices and procedures that were considered acceptable under the laws and regulations existing at that time. The Company expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and our industry in the future. The Company believes it conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company is involved with environmental compliance, investigation and remediation activities at some of its current and former sites (including former sites which were previously owned and/or operated by businesses acquired by the Company). The Company, together with other parties, has also been designated a potentially responsible party under federal and state environmental protection laws for the investigation and remediation of environmental contamination and hazardous waste at a number of third-party sites, primarily Superfund sites. The Company may be similarly designated with respect to additional third-party sites in the future. The Company accrues for environmental-related activities relating to its past operations and third-party sites, including Superfund sites, for which costs or minimum costs can be reasonably estimated. These estimated costs are determined based on currently available facts regarding each site. The Company continuously assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued which require changing the estimated costs or the procedure utilized in estimating such costs. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Pursuant to a Consent Decree entered into with the United States of America, on behalf of the Environmental Protection Agency, filed in the United States District Court for the Northern -11- 12 District of Illinois, the Company has agreed, in part, to (i) conduct an investigation at its southeast Chicago, Illinois facility to determine the nature, extent and potential impact, if any, of environmental contamination at the facility and (ii) implement remedial action measures, if required, to address any environmental contamination identified pursuant to the investigation. The Company is currently conducting its investigation of the site. The Company entered into a settlement agreement with PMC, Inc. settling a lawsuit brought by PMC regarding the Company's former manufacturing facility in Chicago, Illinois which was sold to PMC in 1985. Pursuant to the terms of the settlement agreement, the Company agreed, in part, to investigate and remediate, as necessary, certain soil and/or groundwater contamination caused by historical disposal, discharges, releases or events occurring at the facility. In February, 1999, the People of the State of Illinois filed an amended complaint in a state court action against PMC joining the Company and alleging, in part, that the Company has caused certain soil and underground contamination at the facility and seeking, in part, that the Company investigate and remediate, as necessary, any such soil and groundwater contamination. The Company has entered into discussions with the State of Illinois to address these allegations. With respect to the Company's southeast Chicago, Illinois facility and the PMC facility, the Company has evaluated its potential liability and, based upon its preliminary evaluation, has accrued appropriate amounts. However, due to the uncertainties surrounding these facilities, the Company's ultimate liability may result in costs that are significantly higher than currently accrued. In such event, the recording of any additional liability may result in a material impact on net income for the annual or interim period during which the additional costs are accrued. The Company does not believe that any potential liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company's financial condition, liquidity, cash flow or, except as set forth in the preceding paragraph, net income. -12- 13 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Certain statements contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon management's expectations and beliefs concerning future events and discuss, among other things, anticipated future performance and revenues, expected growth and future business plans. Words and phrases such as "expects", "anticipates", "believes", "will likely result", "will continue", "plans to", and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, that could cause actual results to differ materially from such statements. These uncertainties and other factors include such things as: general business conditions, strengths of retail economies and the growth in the coatings industry; competitive factors, including pricing pressures and product innovation and quality; raw material availability and pricing; changes in the Company's relationships with customers and suppliers; the ability of the Company to successfully integrate recent and future acquisitions into its existing operations; changes in general domestic economic conditions such as inflation rates, interest rates and tax rates; risk and uncertainties associated with the Company's expansion into foreign markets, including inflation rates, recessions, foreign currency exchange rates, foreign investment and repatriation restrictions and other external economic and political factors; increasingly stringent domestic and foreign governmental regulations including those affecting the environment; inherent uncertainties involved in assessing the Company's potential liability for environmental remediation-related activities; the nature, cost, quantity and outcome of pending and future litigation and other claims, including the lead pigment and lead paint lawsuits; and unusual weather conditions. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. -13- 14 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk through various financial instruments, including fixed rate debt instruments. The Company does not believe that any potential loss related to these financial instruments will have a material adverse effect on the Company's financial condition, results of operations or liquidity. There were no material changes in the Company's exposure to market risk since December 31, 1999. -14- 15 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. --------------------------------- (a) Exhibits (27) Financial Data Schedule for the period ended March 31, 2000 (filed herewith). (b) Reports on Form 8-K. The Company filed a Current Report on Form 8-K, dated March 23, 2000, reporting under Item 5 expected sales and earnings for the first quarter of 2000. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE SHERWIN-WILLIAMS COMPANY May 15, 2000 By: /s/ J.L. Ault ------------------------------------- J.L. Ault Vice President-Corporate Controller May 15, 2000 By: /s/ L.E. Stellato ------------------------------------- L.E. Stellato Vice President, General Counsel and Secretary -15- 16 INDEX TO EXHIBITS ----------------- EXHIBIT NO. EXHIBIT - ----------- ------- (27) Financial Data Schedule for the period ended March 31, 2000 (filed herewith). -16-