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 September 30, 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
------
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 -- 85,577,748 shares as of October 31, 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 Sept. 30, Nine months ended Sept. 30,
---------------------------- ---------------------------
1994 1993 1994 1993
-------------------------------------------------------------------------------------------------
Net sales $876,743 $838,824 $2,396,431 $2,281,275
Costs and expenses:
Cost of goods sold 499,214 477,308 1,378,237 1,325,958
Selling, general and
administrative expenses 261,595 253,236 765,146 725,863
Interest expense 824 1,760 2,522 5,213
Interest and net investment income (1,999) (1,960) (5,231) (4,766)
Other 3,143 4,539 6,330 6,935
-------------------------------------------------------------------------------------------------
762,777 734,883 2,147,004 2,059,203
-------------------------------------------------------------------------------------------------
Income before income taxes 113,966 103,941 249,427 222,072
Income taxes 42,737 39,569 93,535 83,277
-------------------------------------------------------------------------------------------------
Net income $ 71,229 $ 64,372 $ 155,892 $ 138,795
=================================================================================================
Net income per share $ 0.83 $ 0.72 $ 1.79 $ 1.55
=================================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars
Sept. 30, Dec. 31, Sept. 30,
1994 1993 1993
-------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 147,570 $ 230,092 $ 147,052
Short-term investments 39,700 31,700
Accounts receivable, less allowance 388,636 297,527 370,782
Inventories:
Finished goods 380,123 371,572 367,083
Work in process and raw materials 63,064 57,346 58,614
-------------------------------------------------------------------------------------------------
443,187 428,918 425,697
Other current assets 170,112 154,850 140,766
-------------------------------------------------------------------------------------------------
Total current assets 1,149,505 1,151,087 1,115,997
Deferred pension assets 223,118 214,583 203,434
Other assets 146,619 154,925 157,861
Property, plant and equipment 880,981 838,754 825,281
Less allowances for depreciation and
amortization 476,277 444,684 433,780
-------------------------------------------------------------------------------------------------
404,704 394,070 391,501
-------------------------------------------------------------------------------------------------
Total assets $1,923,946 $1,914,665 $1,868,793
=================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 241,110 $ 254,997 $ 243,311
Compensation and taxes withheld 73,743 71,476 66,220
Other accruals 217,226 201,224 200,439
Accrued taxes 41,024 39,804 35,753
-------------------------------------------------------------------------------------------------
Total current liabilities 573,103 567,501 545,723
Long-term debt 20,484 37,901 38,222
Postretirement benefits other than pensions 167,825 166,025 168,504
Other long-term liabilities 106,032 110,067 97,878
Shareholders' equity
Common stock - $1.00 par value:
85,544,337, 88,506,337 and 88,828,580
shares outstanding at Sept. 30, 1994,
December 31, 1993 and Sept. 30, 1993,
respectively 100,280 99,994 99,943
Other capital 156,581 150,203 145,814
Retained earnings 1,077,369 957,858 934,380
Cumulative foreign currency translation
adjustment (20,175) (20,384) (19,540)
Treasury stock, at cost (257,553) (154,500) (142,131)
-------------------------------------------------------------------------------------------------
Total shareholders' equity 1,056,502 1,033,171 1,018,466
-------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $1,923,946 $1,914,665 $1,868,793
=================================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars
Nine months ended Sept. 30,
-------------------------------
1994 1993
----------------------------------------------------------------------------
OPERATIONS
Net income $ 155,892 $ 138,795
Non-cash adjustments:
Depreciation and amortization 43,536 40,879
Amortization of intangible assets 9,800 10,013
Increase in deferred pension assets (8,535) (13,460)
Other 13,195 15,710
Change in current assets and liabilities-net (108,287) (73,922)
Costs incurred for disposition of operations (4,106) (3,210)
Other (5,014) 42
----------------------------------------------------------------------------
Net operating cash 96,481 114,847
INVESTING
Capital expenditures (56,930) (44,425)
Short-term investments 39,700 (28,689)
Other (8,635) (6,788)
----------------------------------------------------------------------------
Net investing cash (25,865) (79,902)
FINANCING
Payments or acquisitions of long-term debt (19,183) (23,390)
Payments of cash dividends (36,381) (33,266)
Treasury stock acquired (103,053) (3,775)
Proceeds from stock options exercised 4,822 8,712
Other 657 (875)
----------------------------------------------------------------------------
Net financing cash (153,138) (52,594)
-----------------------------------------------------------------------------
Net decrease in cash and cash equivalents (82,522) (17,649)
Cash and cash equivalents at beginning of year 230,092 164,701
----------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 147,570 $ 147,052
============================================================================
Taxes paid on income $ 96,159 $ 71,391
Interest paid on debt 2,280 6,558
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended September 30, 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 and
nine months ended September 30, 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 each of the first three quarters
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 Nine months ended
Thousands of dollars Sept. 30, Sept. 30,
------------------ ----------------
1994 1993 1994 1993
---- ---- ---- ----
Dividend and royalty income $ 941 $ 1,201 $ 6,377 $ 4,023
Provisions for environmental
remediation 0 0 (2,000) (4,000)
Net loss on financing and
investing activities (4,554) (4,070) (9,821) (4,440)
The provisions for environmental remediation reflect the increased estimated
costs of remediation at operating facilities, idle facilities and Superfund
sites.
The net loss on financing and investing activities represents the 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, the
premium associated with the retirement or acquisition of outstanding 9.875
percent debentures and, in 1994 the net pre-tax 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.
6
NOTE F--COMPUTATION OF NET INCOME PER SHARE
Three months ended Nine months ended
Thousands of dollars, except per share data Sept. 30, Sept. 30,
------------------------ ------------------------
1994 1993 1994 1993
--------- ---------- ---------- ----------
Fully Diluted
Average shares outstanding 85,525,316 88,776,609 86,638,453 88,708,757
Options - treasury stock method 563,310 769,956 593,639 769,956
Assumed conversion of 6.25% Convertible
Subordinated Debentures 68,174 83,594 72,967 85,527
----------- ----------- ----------- -----------
Average fully diluted shares 86,156,800 89,630,159 87,305,059 89,564,240
=========== =========== =========== ===========
Net income $ 71,229 $ 64,372 $ 155,892 $ 138,795
Add 6.25% Convertible Subordinated
Debentures interest - net of tax 1 3 6 8
----------- ----------- ----------- -----------
Net income applicable to fully diluted shares $ 71,230 $ 64,375 $ 155,898 $ 138,803
=========== =========== =========== ===========
Net income per share $ 0.83 $ 0.72 $ 1.79 $ 1.55
=========== =========== =========== ===========
Primary
Average shares outstanding 85,525,316 88,776,609 86,638,453 88,708,757
Options - treasury stock method 551,898 702,161 582,671 716,548
----------- ----------- ----------- -----------
Average shares and equivalents 86,077,214 89,478,770 87,221,124 89,425,305
=========== =========== =========== ===========
Net income $ 71,229 $ 64,372 $ 155,892 $ 138,795
=========== =========== =========== ===========
Net income per share $ 0.83 $ 0.72 $ 1.79 $ 1.55
=========== =========== =========== ===========
7
NOTE G--BUSINESS SEGMENTS
Net External Sales/Operating Profit
- -----------------------------------
Three months ended Sept. 30, Nine months ended Sept. 30,
---------------------------------------------- --------------------------------------------------
Thousands of dollars 1994 1993 1994 1993
----------------------- --------------------- ----------------------- ------------------------
NET OPERATING Net Operating NET OPERATING Net Operating
EXTERNAL PROFIT External Profit EXTERNAL PROFIT External Profit
SALES (LOSS) Sales (Loss) SALES (LOSS) Sales (Loss)
-------- --------- -------- --------- -------- --------- -------- ---------
Paint Stores $578,351 $ 53,093 $536,598 $ 44,647 $1,515,359 $ 99,613 $1,404,122 $ 81,578
Coatings 294,714 72,388 298,522 70,235 870,252 179,002 866,306 172,792
Other 3,678 2,470 3,704 2,063 10,820 7,409 10,847 5,575
-------- -------- --------- -------- --------- -------- --------- --------
Segment totals $876,743 127,951 $838,824 116,945 $2,396,431 286,024 $2,281,275 259,945
======== ======== ========== ==========
Corporate
expenses-net (13,985) (13,004) (36,597) (37,873)
------- ------- ------- -------
Income before
income taxes $113,966 $103,941 $249,427 $222,072
======== ======== ======== ========
=================================================================================================================================
Intersegment Transfers
- ----------------------
Three months ended Sept. 30, Nine months ended Sept. 30,
----------------------------------- ------------------------------
Thousands of dollars 1994 1993 1994 1993
-------- -------- -------- --------
Coatings $208,423 $192,536 $557,475 $509,663
Other 4,545 4,257 13,190 12,407
-------- -------- -------- --------
Segment totals $212,968 $196,793 $570,665 $522,070
======== ======== ======== ========
=======================================================================================================================
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.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Consolidated net sales increased 4.5 percent in the third quarter and 5.0
percent in the first nine-month period over the comparable 1993 periods.
Sales in the Paint Stores Segment improved 7.8 percent for the third quarter
and 7.9 percent year-to-date as all operating regions achieved improved
sales results over the respective 1993 period. Sales to wholesale
customers, which include professional painter, contractor, industrial and
commercial maintenance accounts, remain significantly above last year but
were partially offset by continued reduced retail demand. Comparable-store
sales were up 6.8 percent for the third quarter. The Coatings Segment's
sales decreased 1.3 percent for the third quarter while year-to-date sales
remain slightly ahead of last year. The third quarter sales decline was
primarily due to reduced demand by certain large customers as they adjust
their inventories downward and the effect of the loss of a portion of the
business of a home center account. Revenue generated by real estate
operations in the Other Segment decreased slightly for the third quarter and
year-to-date.
Consolidated gross profit, as a percent of sales, was even with last year
at 43.1 percent for the third quarter. Year-to-date margins increased to
42.5 percent from 41.9 percent. Margins in the Paint Stores Segment remain
above last year due to continued improved store-level pricing discipline and
a favorable product sales mix. The Coatings Segment's margins were even
with last year for the third quarter and exceed last year for the first nine
months. Despite continued sales mix shifts to lower-margin items in the
Specialty and Automotive Divisions, offsetting production efficiencies
generated the Segment's year-to-date improvement. Margins of the Coatings
Segment have been slightly affected by recent price increases on certain raw
materials.
Consolidated selling, general and administrative expenses as a percent of
sales were lower than 1993 for the third quarter; however, this percentage
remained slightly above last year for the first nine months. The Paint
Stores Segment's SG&A costs as a percent of sales were below last year due
primarily to containment of administrative expenses combined with the sales
gains achieved. In the Coatings Segment, SG&A costs as a percent of sales
were below last year for the third quarter due to containment of certain
administrative expenses. Year-to-date SG&A expenses, as a percent of sales,
for the Coatings Segment were even with last year.
Interest expense decreased 53.2 percent in the third quarter of 1994 and
51.6 percent year-to-date from the comparable 1993 periods due to the normal
maturities of long-term debt and the acquisition of certain outstanding
long-term debentures. Net investment income was slightly above last year
for the third quarter primarily due to increased investment yields partially
offset by reduced cash balances resulting primarily from the purchase of
common stock for treasury purposes earlier in the year. Year-to-date
investment income remains higher than last year.
Net income for the third quarter of 1994 increased to $71,229,000 or $.83
per share from $64,372,000 or $.72 per share in 1993. Net income for the
first nine months of 1994 increased to $155,892,000 or $1.79 per share from
$138,795,000 or $1.55 per share in 1993.
9
FINANCIAL CONDITION
- -------------------
The Company's financial position remains strong. Working capital as a
percent of sales increased slightly to 19.3 percent from 19.1 percent last
year. Cash and cash equivalents have decreased $82.5 million since year
end. The primary uses of cash during the first nine months of 1994 were
treasury stock acquisitions of $103.1 million, capital expenditures of $56.9
million, cash dividends of $36.4 million and normal operating needs for
seasonally higher accounts receivable and inventories. Our current ratio at
September 30, 1994 decreased to 2.01 from 2.04 at the end of the third
quarter last year primarily due to the decrease in short-term investments.
Since September 30, 1993, cash and cash equivalents remained essentially
flat due primarily to cash generated by operations of $235.9 million being
offset by treasury stock acquisitions of $115.4 million, capital
expenditures of $75.5 million, payments of cash dividends totaling $47.5
million, payments of long-term debt of $29.5 million and normal working
capital needs. Short-term borrowings have not been utilized during 1994.
The Company believes that sufficient cash flows should be generated from
operations to support working capital needs for the remainder of 1994.
Capital expenditures during the first nine months of 1994 represented
primarily the cost of remerchandising, remodeling or relocating paint
stores, the construction of a distribution center 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 third quarter of 1994, the Company did not purchase any
additional shares of its own common stock. Year-to-date treasury stock
acquired exceeds 3,200,000 shares. 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.
10
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 damage, which include in several cases the 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 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.
11
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
incororated 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.
12
(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.
(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 1994 Stock Plan, as amended and
restated in its entirety, effective April 27, 1994, filed as
Exhibit 4(d) to Form S-8 Registration Statement No. 33-52227 dated
February 10, 1994, and incorporated herein by reference.
11. Computation of Net Income Per Share - See Note F to Condensed
Consolidated Financial Statements (unaudited).
15. Not Applicable.
18. Not Applicable.
13
19. Not Applicable.
22. Not Applicable.
23. Not Applicable.
24. Not Applicable.
27. Financial Data Schedule for the period ended September 30, 1994.
(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
November 14, 1994 By: /s/ J.L. Ault
-------------------------------
J.L. Ault
Vice President - Corporate Controller
November 14, 1994 By: /s/ L.E. Stellato
------------------------------
L.E. Stellato
Vice President, General Counsel and Secretary
14
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
incororated 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.
15
(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.
(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 1994 Stock Plan, as amended and restated
in its entirety, effective April 27, 1994, filed as Exhibit 4(d) to
Form S-8 Registration Statement No. 33-52227 dated February 10, 1994,
and incorporated herein by reference.
11. Computation of Net Income Per Share - See Note F to Condensed
Consolidated Financial Statements (unaudited).
27. Financial Data Schedule for the period ended September 30, 1994.