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, 1994
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
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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
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(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 -- 86,944,421 shares as of April 30, 1994.
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,
--------------------------------------------
1994 1993
- - ---------------------------------------------------------------------------------------------------
Net sales $ 639,157 $ 618,289
Costs and expenses:
Cost of goods sold 377,267 368,728
Selling, general and administrative expenses 237,882 228,554
Interest expense 987 1,700
Interest and net investment income (1,818) (1,483)
Other (378) (1,130)
- - ---------------------------------------------------------------------------------------------------
613,940 596,369
- - ---------------------------------------------------------------------------------------------------
Income before income taxes 25,217 21,920
Income taxes 9,709 8,110
- - ---------------------------------------------------------------------------------------------------
Net income $ 15,508 $ 13,810
===================================================================================================
Net income per share $ 0.17 $ 0.15
===================================================================================================
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars.
March 31, Dec. 31, March 31,
1994 1993 1993
- - ------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 115,880 $ 230,092 $ 95,200
Short-term investments 18,000 39,700 3,000
Accounts receivable, less allowance 346,507 297,527 331,623
Inventories:
Finished goods 415,083 371,572 395,315
Work in process and raw materials 60,115 57,346 60,344
- - ------------------------------------------------------------------------------------------------------
475,198 428,918 455,659
Other current assets 167,345 154,850 132,891
- - ------------------------------------------------------------------------------------------------------
Total current assets 1,122,930 1,151,087 1,018,373
Deferred pension assets 217,602 214,583 194,531
Other assets 157,807 154,925 164,229
Property, plant and equipment 855,490 838,754 798,563
Less allowances for depreciation and
amortization 457,565 444,684 411,347
- - ------------------------------------------------------------------------------------------------------
397,925 394,070 387,216
- - ------------------------------------------------------------------------------------------------------
Total assets $ 1,896,264 $ 1,914,665 $ 1,764,349
======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 248,896 $ 254,997 $ 245,786
Compensation and taxes withheld 53,431 71,476 45,904
Other accruals 231,342 201,224 213,138
Accrued taxes 35,512 39,804 26,949
- - ------------------------------------------------------------------------------------------------------
Total current liabilities 569,181 567,501 531,777
Long-term debt 36,713 37,901 58,827
Postretirement benefits other than pensions 166,625 166,025 164,904
Other long-term liabilities 108,150 110,067 94,590
Shareholders' equity
Common stock - $1.00 par value:
87,917,714, 88,506,337 and 88,705,630
shares outstanding at March 31, 1994,
December 31, 1993 and March 31, 1993,
respectively 100,113 99,994 99,739
Other capital 152,603 150,203 141,371
Retained earnings 961,076 957,858 831,578
Cumulative foreign currency translation
adjustment (20,635) (20,384) (18,846)
Treasury stock, at cost (177,562) (154,500) (139,591)
- - ------------------------------------------------------------------------------------------------------
Total shareholders' equity 1,015,595 1,033,171 914,251
- - ------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 1,896,264 $ 1,914,665 $ 1,764,349
======================================================================================================
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of Dollars
Three months ended March 31,
-----------------------------
1994 1993
- - -------------------------------------------------------------------------------------------------------
OPERATIONS
Net income $ 15,508 $ 13,810
Non-cash adjustments:
Depreciation and amortization 14,110 13,177
Amortization of intangible assets 3,228 3,374
Increase in deferred pension assets (3,019) (4,557)
Other 2,450 6,450
Change in current assets and liabilities-net (106,251) (74,424)
Other (1,264) 90
- - -------------------------------------------------------------------------------------------------------
Net operating cash (75,238) (42,080)
INVESTING
Capital expenditures (17,971) (12,031)
Short-term investments 21,700 11
Other (7,410) (5,976)
- - -------------------------------------------------------------------------------------------------------
Net investing cash (3,681) (17,996)
FINANCING
Payments or acquisitions of long-term debt (1,183) (1,555)
Payments of cash dividends (12,291) (11,083)
Treasury stock acquired (23,062) (1,235)
Proceeds from stock options exercised 1,894 4,975
Other (651) (527)
- - -------------------------------------------------------------------------------------------------------
Net financing cash (35,293) (9,425)
- - -------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (114,212) (69,501)
Cash and cash equivalents at beginning of year 230,092 164,701
- - -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 115,880 $ 95,200
=======================================================================================================
Taxes paid on income $ 16,461 $ 2,131
Interest paid on debt 550 1,033
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended March 31, 1994 and 1993
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, 1993. 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,
1994 are not necessarily indicative of the results to be expected for the
fiscal year ending December 31, 1994.
Note B--DIVIDENDS
Dividends paid on common stock during the first quarter of 1994 and 1993 were
$.14 per share and $.125 per share, respectively.
Note C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The policy
loans are netted against premiums and included in Other Assets. The net
expense associated with such investment is included in Other Costs and
Expenses. Such expense is immaterial to income before income taxes.
Note D--OTHER COSTS AND EXPENSES
Significant items included in other costs and expenses are as follows:
Three months ended
--------------------------
Thousands of dollars. March 31, March 31,
1994 1993
-------- --------
Dividend and royalty income $ 1,512 $ 1,814
Net loss on financing and
investing activities (447) (131)
The net loss on financing and investing activities represents the realized
gains or losses associated with disposing of fixed assets, the investment of
certain long-term asset funds and the net expense associated with the Company's
investment in broad-based corporate owned life insurance.
Note E--RECLASSIFICATION
Certain amounts in the 1993 financial statements have been reclassified to
conform with the 1994 presentation.
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Note F--COMPUTATION OF NET INCOME PER SHARE
Three months ended
---------------------------------
Thousands of dollars, except per share data. March 31, March 31,
1994 1993
--------- ---------
Fully Diluted
Average shares outstanding 88,323,196 88,635,648
Options - treasury stock method 661,660 758,577
Assumed conversion of 6.25% convertible
subordinated debentures 78,957 87,073
------------ ------------
Average fully diluted shares 89,063,813 89,481,298
============ ============
Net income $ 15,508 $ 13,810
Add 6.25% Convertible Subordinated Debentures
interest -net of tax 3 3
------------ ------------
Net income applicable to fully diluted shares $ 15,511 $ 13,813
============ ============
Net income per share $ 0.17 $ 0.15
============ ============
Primary
Average shares outstanding 88,323,196 88,635,648
Options - treasury stock method 654,857 741,459
------------ ------------
Average shares and equivalents 88,978,053 89,377,107
============ ============
Net income $ 15,508 $ 13,810
============ ============
Net income per share $ 0.17 $ 0.15
============ ============
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Note G--BUSINESS SEGMENTS
Net External Sales/Operating Profit (Loss)
- - ------------------------------------------
Three months ended March 31,
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Thousands of dollars. 1994 1993
----------------------------------------- --------------------------------------
Net Operating Net Operating
External Profit External Profit
Sales (Loss) Sales (Loss)
----------------- ------------------ ----------------- ------------------
Paint Stores $ 391,891 $ (942) $ 362,576 $ (5,523)
Coatings 243,757 35,416 252,106 36,606
Other 3,509 1,468 3,607 1,509
-------------- ----------- ------------- -----------
Segment totals $ 639,157 35,942 $ 618,289 32,592
============== =============
Corporate expenses - net (10,725) (10,672)
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Income before income taxes $ 25,217 $ 21,920
=========== ===========
==============================================================================================================================
Intersegment Transfers
- - ----------------------
Three months ended March 31,
--------------------------------------
Thousands of dollars. 1994 1993
------------ ------------
Coatings $ 143,827 $ 128,080
Other 4,265 4,047
------------ ------------
Segment totals $ 148,092 $ 132,127
============ ============
==============================================================================================================================
Operating profit is total revenue, including realized profit on intersegment
transfers, less operating costs and expenses.
Export sales, sales of foreign subsidiaries, and sales to any individual
customer were each less than 10% of consolidated sales to unaffiliated
customers during all periods presented.
Intersegment transfers are accounted for at values comparable to normal
unaffiliated customer sales.
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ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- - ---------------------
Consolidated net sales increased 3.4 percent to $639,157,000 during the first
quarter of 1994 from last year's $618,289,000. The Paint Stores Segment's
sales improved 8.1 percent, as all operating regions achieved sales results
above first quarter 1993 and several new products were successfully introduced.
Wholesale product sales, which include professional, contractor, industrial and
commercial customers, remained strong. However, retail sales shortfalls due to
continued sluggish demand for do-it-yourself products and severe weather
throughout most of the country partially offset the wholesale gains.
Comparable-store sales were up 7.8 percent for the quarter. Sales for the
Coatings Segment decreased 3.3 percent from the first quarter of 1993. The
sales decline was largely due to weather-related reduced retail demand as well
as the loss of a portion of the business of a home center account. Revenue
generated by real estate operations in the Other Segment decreased 2.7 percent
from 1993.
Consolidated gross profit as a percent of sales increased in the quarter to
41.0 percent over last year's 40.4 percent. The Paint Stores Segment's gross
margins increased from last year due to improved store level pricing discipline
and a shift in product sales to higher margin products. The Coatings Segment's
gross margins decreased slightly from last year due to sales mix changes in the
Automotive and Specialty Divisions which were partially offset by overall
production efficiencies.
Consolidated selling, general and administrative expenses as a percent of sales
were slightly higher than 1993 for the first quarter. The Paint Stores
Segment's SG&A costs as a percent of sales were below last year due primarily
to the sales gains achieved in the first quarter. In the Coatings Segment,
SG&A expenses as a percent of sales were higher than last year due primarily to
the sales decline and increased market penetration efforts for new customers
and continued brand support in the Consumer Brands Division despite the lower
sales.
Interest expense decreased by 41.9 percent from the first quarter of 1993 due
to the normal maturities of long-term debt and the acquisition of certain
outstanding long-term debentures at the end of the third quarter in 1993. Net
investment income was above last year primarily as a result of higher average
cash balances.
Net income for the first quarter of 1994 increased to $15,508,000 or $.17 per
share from $13,810,000 or $.15 per share in 1993.
FINANCIAL CONDITION
- - -------------------
The Company's financial position continues to be strong at the end of the first
quarter of 1994. Our current ratio improved to 1.97 from 1.92 at March 31,
1993, primarily due to an increase in cash, cash equivalents and short-term
investments. Working capital as a percent of sales decreased to 19.3 percent
from 19.5 percent last year. Cash and cash equivalents decreased $114.2 million
since year end due primarily to capital expenditures of $18.0 million, cash
dividends of $12.3 million, treasury stock acquisitions of $23.1 million and
normal operating needs for seasonally higher accounts receivable and
inventories. Since March 31, 1993, cash and cash equivalents increased $20.7
million, primarily due to cash generated by operations of $213.8 million
partially offset by capital expenditures of $68.9 million, payments of cash
dividends totaling $45.6 million, reduction in long-term
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debt of $33.3 million, treasury stock acquisitions of $38.0 million and normal
working capital needs. Short-term borrowings were not utilized during the
first quarter of 1994. The Company believes that sufficient cash flows should
be generated from operations to remain in an investment position for the
remainder of 1994. Subsequent to the end of the first quarter of 1994, the
Company retired $13.1 million principal of outstanding 9.875 percent
debentures.
Capital expenditures during the first quarter of 1994 represented primarily the
cost of remerchandising, remodeling or relocating paint stores and the
continued upgrade at manufacturing and research facilities. We do not
anticipate the need for any external financing to support our capital programs.
During the first quarter of 1994, 707,700 shares of our own stock were acquired
through open market purchases. During April 1994, an additional 988,100
shares of stock were purchased. We acquire our own stock for general corporate
purposes and, depending upon our cash position and market conditions, we may
acquire additional shares of stock in the future.
The Company and certain other companies are defendants in lawsuits arising from
the manufacture and sale of lead pigments and lead paints. It is possible that
additional lawsuits may be filed against the Company in the future with similar
allegations. The various existing lawsuits seek damages for personal injuries
and property damages, along with costs incurred to abate the lead related paint
from buildings. The Company believes that such lawsuits are without merit and
is vigorously defending them. The Company does not believe that any potential
liability which may ultimately be determined to be attributable to the Company
arising out of such lawsuits will have a material adverse effect on the
Company's business or financial condition.
The Company believes that it conducts its operations in compliance with the
applicable environmental laws and regulations and has implemented various
programs designed to protect the environment and ensure continued compliance.
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 the time these
operations were conducted. The Company expects the environmental laws and
regulations to impose increasingly stringent requirements upon the Company and
our industry in the future.
The Company is involved with environmental compliance and remediation
activities at some of its current and former sites. The Company, together with
other parties, has also been designated a potentially responsible party under
federal and state environmental protection laws for the remediation of
hazardous waste at a number of third-party sites, primarily Superfund sites.
In general, these laws provide that potentially responsible parties may be held
jointly and severally liable for investigation and remediation costs regardless
of fault. The Company may be similarly designated with respect to additional
third-party sites in the future.
Although the Company continuously assesses its potential liability for
remediation activities with respect to its past operations and third-party
sites, any potential liability ultimately determined to be attributable to the
Company is subject to a number of uncertainties including, among others, the
number of parties involved with respect to any given site, the volumetric
contribution which may be attributed to the Company relative to that
attributable to other parties, the nature and magnitude of the wastes involved,
and the method and extent of remediation. The Company has accrued for certain
environmental remediation activities relating to its past operations and
third-party sites, including Superfund sites, for which commitments or clean-up
plans have been developed or for which costs or minimum costs can be reasonably
estimated. In the opinion of the Company's
10
management, any potential liability ultimately attributed to the Company for
its environmental related matters will not have a material adverse effect on
the Company's financial condition, liquidity or cash flow.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits
2. Not Applicable.
4. (a) Amended Articles of Incorporation, as amended April 28, 1993,
filed as Exhibit 4(a) to Form S-8 Registration Statement No.
33-52227 dated February 10, 1994, and incorporated herein by
reference.
(b) Regulations of the Company, as amended, dated April 27, 1988,
filed as Exhibit 4(b) to Post-Effective Amendment No. 1, dated
April 29, 1988, to Form S-8 Registration Statement Number
2-91401, and incorporated herein by reference.
(c) Indenture between the Company and Chemical Bank, as Trustee,
dated June 15, 1988, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-22705, dated June 24, 1988,
and incorporated herein by reference.
(d) Revolving Credit Agreement, by and among the Company and
several banking institutions, as amended and restated,
effective December 15, 1993 and filed as Exhibit 4(f) to Form
S-8 Registration Statement No. 33-52227 dated February 10,
1994, and incorporated herein by reference.
(e) Indenture between Sherwin-Williams Development Corporation, as
issuer, the Company, as guarantor, and Harris Trust and
Savings Bank, as Trustee, dated June 15, 1986, filed as
Exhibit 4(b) to Form S-3 Registration Statement Number
33-6626, dated June 20, 1986, and incorporated herein by
reference.
(f) Indenture between the Company and Central National Bank, dated
March 1, 1970, filed as Exhibit 4 to Form S-7 Registration
Statement Number 2-36240, and incorporated herein by
reference.
(g) Indenture between the Company and The Cleveland Trust Company,
as Trustee, dated April 17, 1967, filed as Exhibit 2(a) to
Amendment No. 1, dated April 18, 1967, to Form S-9
Registration Statement Number 2-26295, and incorporated herein
by reference.
(h) Rights Agreement between the Company and Ameritrust Company
National Association, dated January 25, 1989, filed as Exhibit
2.1 to Form 8-A, dated January 26, 1989, and incorporated
herein by reference.
10. (a) Form of Director and Officer Indemnification Agreement filed
as Exhibit 28(a) to Form S-3 Registration Statement Number
33-22705 dated June 24, 1988, and incorporated herein by
reference.
(b) Employment Agreements filed as Exhibit 28(b) to Form S-3
Registration Statement Number 33-22705 dated June 24, 1988,
and incorporated herein by reference.
(c) Form of Severance Pay Agreements filed as Exhibit 10(c) to
Form 10-K dated March 13, 1990, and incorporated herein by
reference.
(d) The Sherwin-Williams Company Deferred Compensation Savings
Plan filed as Exhibit 10(d) to Form 10-K dated March 13, 1992,
and incorporated herein by reference.
11
(e) The Sherwin-Williams Company Key Management Deferred
Compensation Plan filed as Exhibit 28(e) to Form S-3
Registration Statement Number 33-22705 dated June 24, 1988,
and incorporated herein by reference.
(f) Asset Purchase Agreement, dated July 17, 1990, as amended,
between the Company and DeSoto, Inc., for the purchase of
certain assets of DeSoto, Inc.'s U.S. Consumer Paint Business
filed as Exhibit 10(g) to Form 10-K dated March 15, 1991, and
incorporated herein by reference.
(g) Form of Executive Disability Income Plan filed as Exhibit
10(g) to Form 10-K dated March 13, 1992, and incorporated
herein by reference.
(h) Form of Executive Life Insurance Plan filed as Exhibit 10(h)
to Form 10-K dated March 13, 1992, and incorporated herein by
reference.
(i) Form of Director's Deferred Fee Plan filed as Exhibit 10(i) to
Form 10-K dated March 13, 1992, and incorporated herein by
reference.
(j) License Agreement, dated February 1, 1991, as amended, between
the Company and SWIMC, Inc. filed as Exhibit 10(j) to Form
10-K dated March 15, 1993, and incorporated herein by
reference.
(k) License Agreement, dated February 1, 1991, as amended, between
the Company and DIMC, Inc. filed as Exhibit 10(k) to Form 10-K
dated March 15, 1993, and incorporated herein by reference.
(l) Form of The Sherwin-Williams Company Management Incentive Plan
filed as Exhibit 10(l) to Form 10-K dated March 15, 1993, and
incorporated herein by reference.
(m) The Sherwin-Williams Company 1984 Stock Plan, as amended and
restated in its entirety, effective April 26, 1989, filed as
Exhibit 4(e) to Form S-8 Registration Statement No. 33-28585
dated April 28, 1989, and incorporated herein by reference.
(n) The Sherwin-Williams Company 1994 Stock Plan, as amended and
restated in its entirety, effective April 27, 1994 (filed
herewith).
11. Computation of Net Income Per Share - See Note F to Condensed
Consolidated Financial Statements (unaudited).
15. Not Applicable.
18. Not Applicable.
19. Not Applicable.
22. Not Applicable.
23. Not Applicable.
24. Not Applicable.
27. Not Applicable.
(B) Reports on Form 8-K - None.
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 16, 1994 By: /s/J.L. Ault
------------------------
J.L. Ault
Vice President-
Corporate Controller
May 16, 1994 By: /s/L.E. Stellato
------------------------
L.E. Stellato
Vice President, General
Counsel and Secretary
12
EXHIBIT INDEX
Exhibit Number Exhibit Description
- - -------------- -----------------------------------------------------
4. (a) Amended Articles of Incorporation, as amended April
28, 1993, filed as Exhibit 4(a) to Form S-8
Registration Statement No. 33-52227 dated February 10,
1994, and incorporated herein by reference.
(b) Regulations of the Company, as amended, dated April
27, 1988, filed as Exhibit 4(b) to Post-Effective
Amendment No. 1, dated April 29, 1988, to Form S-8
Registration Statement Number 2-91401, and
incorporated herein by reference.
(c) Indenture between the Company and Chemical Bank, as
Trustee, dated June 15, 1988, filed as Exhibit 4(b) to
Form S-3 Registration Statement Number 33-22705, dated
June 24, 1988, and incorporated herein by reference.
(d) Revolving Credit Agreement, by and among the Company
and several banking institutions, as amended and
restated, effective December 15, 1993 and filed as
Exhibit 4(f) to Form S-8 Registration Statement No.
33-52227 dated February 10, 1994, and incorporated
herein by reference.
(e) Indenture between Sherwin-Williams Development
Corporation, as issuer, the Company, as guarantor, and
Harris Trust and Savings Bank, as Trustee, dated June
15, 1986, filed as Exhibit 4(b) to Form S-3
Registration Statement Number 33-6626, dated June 20,
1986, and incorporated herein by reference.
(f) Indenture between the Company and Central National
Bank, dated March 1, 1970, filed as Exhibit 4 to Form
S-7 Registration Statement Number 2-36240, and
incorporated herein by reference.
(g) Indenture between the Company and The Cleveland Trust
Company, as Trustee, dated April 17, 1967, filed as
Exhibit 2(a) to Amendment No. 1, dated April 18,
1967, to Form S-9 Registration Statement Number
2-26295, and incorporated herein by reference.
(h) Rights Agreement between the Company and Ameritrust
Company National Association, dated January 25, 1989,
filed as Exhibit 2.1 to Form 8-A, dated January 26,
1989, and incorporated herein by reference.
10. (a) Form of Director and Officer Indemnification Agreement
filed as Exhibit 28(a) to Form S-3 Registration
Statement Number 33-22705 dated June 24, 1988, and
incorporated herein by reference.
(b) Employment Agreements filed as Exhibit 28(b) to Form
S-3 Registration Statement Number 33-22705 dated June
24, 1988, and incorporated herein by reference.
(c) Form of Severance Pay Agreements filed as Exhibit
10(c) to Form 10-K dated March 13, 1990, and
incorporated herein by reference.
(d) The Sherwin-Williams Company Deferred Compensation
Savings Plan filed as Exhibit 10(d) to Form 10-K dated
March 13, 1992, and incorporated herein by reference.
13
(e) The Sherwin-Williams Company Key Management Deferred
Compensation Plan filed as Exhibit 28(e) to Form S-3
Registration Statement Number 33-22705 dated June 24,
1988, and incorporated herein by reference.
(f) Asset Purchase Agreement, dated July 17, 1990, as
amended, between the Company and DeSoto, Inc., for the
purchase of certain assets of DeSoto, Inc.'s U.S.
Consumer Paint Business filed as Exhibit 10(g) to Form
10-K dated March 15, 1991, and incorporated herein by
reference.
(g) Form of Executive Disability Income Plan filed as
Exhibit 10(g) to Form 10-K dated March 13, 1992, and
incorporated herein by reference.
(h) Form of Executive Life Insurance Plan filed as Exhibit
10(h) to Form 10-K dated March 13, 1992, and
incorporated herein by reference.
(i) Form of Director's Deferred Fee Plan filed as Exhibit
10(i) to Form 10-K dated March 13, 1992, and
incorporated herein by reference.
(j) License Agreement, dated February 1, 1991, as amended,
between the Company and SWIMC, Inc. filed as Exhibit
10(j) to Form 10-K dated March 15, 1993, and
incorporated herein by reference.
(k) License Agreement, dated February 1, 1991, as amended,
between the Company and DIMC, Inc. filed as Exhibit
10(k) to Form 10-K dated March 15, 1993, and
incorporated herein by reference.
(l) Form of The Sherwin-Williams Company Management
Incentive Plan filed as Exhibit 10(l) to Form 10-K
dated March 15, 1993, and incorporated herein by
reference.
(m) The Sherwin-Williams Company 1984 Stock Plan, as
amended and restated in its entirety, effective April
26, 1989, filed as Exhibit 4(e) to Form S-8
Registration Statement No. 33-28585 dated April 28,
1989, and incorporated herein by reference.
(n) The Sherwin-Williams Company 1994 Stock Plan, as
amended and restated in its entirety, effective April
27, 1994 (filed herewith).
11. Computation of Net Income Per Share - See Note F to
Condensed Consolidated Financial Statements
(unaudited).