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, 1997
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
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(Exact name of registrant as specified in its charter)
OHIO 34-0526850
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 PROSPECT AVENUE, N.W., CLEVELAND, OHIO 44115-1075
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(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 - 172,344,527 shares as of April 30, 1997.
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,
---------------------------
1997 1996
- --------------------------------------------------------------------------------
Net sales $ 1,069,787 $ 857,771
Costs and expenses:
Cost of goods sold 626,173 520,278
Selling, general and administrative expenses 387,876 299,659
Interest expense 20,798 5,436
Interest and net investment income (2,960) (1,597)
Other (25) 2,393
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1,031,862 826,169
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Income before income taxes 37,925 31,602
Income taxes 14,791 12,009
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Net income $ 23,134 $ 19,593
===============================================================================
Net income per share $ 0.13 $ 0.11
===============================================================================
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,
1997 1996 1996
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ASSETS
Current assets
Cash and cash equivalents $ 58,203 $ 1,880 $ 12,849
Accounts receivable, less allowance 596,846 452,421 479,586
Inventories:
Finished goods 629,999 529,148 496,354
Work in process and raw materials 125,193 113,539 100,680
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755,192 642,687 597,034
Other current assets 240,062 319,199 244,128
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Total current assets 1,650,303 1,416,187 1,333,597
Deferred pension assets 258,141 254,376 237,499
Goodwill 1,206,596 546,461 448,435
Other assets 404,467 228,175 190,070
Property, plant and equipment 1,245,657 1,133,932 1,071,221
Less allowances for depreciation and
amortization 604,007 584,541 548,493
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641,650 549,391 522,728
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Total assets $ 4,161,157 $ 2,994,590 $ 2,732,329
===================================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 498,967 $ 168,001 $ 315,100
Accounts payable 399,541 385,928 326,124
Compensation and taxes withheld 83,030 103,353 70,125
Current portion of long-term debt 52,676 2,133 1,444
Other accruals 415,302 325,635 317,830
Accrued taxes 72,860 65,957 45,733
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Total current liabilities 1,522,376 1,051,007 1,076,356
Long-term debt 795,673 142,679 127,393
Postretirement benefits other than pensions 203,862 184,551 182,757
Other long-term liabilities 237,479 215,121 125,343
Shareholders' equity
Common stock - $1.00 par value:
172,335,790, 171,831,178 and 171,198,558
shares outstanding at March 31,
1997, December 31, 1996 and March 31, 1996,
respectively 203,825 101,650 101,258
Other capital 102,853 203,223 185,773
Retained earnings 1,417,225 1,411,295 1,246,784
Cumulative foreign currency translation
adjustment (24,942) (18,982) (20,472)
Treasury stock, at cost (297,194) (295,954) (292,863)
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Total shareholders' equity 1,401,767 1,401,232 1,220,480
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Total liabilities and shareholders' equity $ 4,161,157 $ 2,994,590 $ 2,732,329
===================================================================================================================================
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,
--------------------------------------
1997 1996
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OPERATIONS
Net income $ 23,134 $ 19,593
Non-cash adjustments:
Depreciation 20,802 17,780
Amortization of goodwill and intangible assets 15,543 6,484
Increase in deferred pension assets (3,651) (3,925)
Net increase in postretirement liability 1,349 1,184
Other 2,464 318
Change in current assets and liabilities-net (138,014) (98,228)
Proceeds of insurance settlement 53,883
Other 3,124 (3,982)
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Net operating cash (21,366) (60,776)
INVESTING
Capital expenditures (33,883) (31,891)
Decrease in short-term investments 20,000
Acquisitions of assets (869,081) (491,983)
Decrease (increase) in other investments (15,959) 26,212
Other (8,914) (4,901)
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Net investing cash (927,837) (482,563)
FINANCING
Net increase in short-term borrowings 330,362 284,750
Increase in long-term debt 704,699 105,205
Payments of long-term debt (1,170) (70,988)
Payments of cash dividends (17,206) (14,976)
Proceeds from stock options exercised 2,409 2,886
Costs related to issuance of debt (13,872)
Other 304 (173)
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Net financing cash 1,005,526 306,704
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Net increase (decrease) in cash and cash equivalents 56,323 (236,635)
Cash and cash equivalents at beginning of year 1,880 249,484
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Cash and cash equivalents at end of period $ 58,203 $ 12,849
===================================================================================================================================
Taxes paid on income $ 19,675 $ 4,110
Interest paid on debt 13,514 4,000
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, 1997 and 1996
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, 1996. 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, 1997 are
not necessarily indicative of the results to be expected for the fiscal year
ending December 31, 1997.
NOTE B--DIVIDENDS
Dividends paid on common stock during the first quarter of 1997 and 1996 were
$.10 per share and $.0875 per share, respectively, on a post-split basis (see
Note F).
NOTE C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The cash
surrender values of the policies, net of policy loans, are included in Other
Assets. The net expense associated with such investment is included in Other
Costs and Expenses.
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,
1997 1996
-------- ---------
Dividend and royalty income $ 914 $ 1,159
Net expense of financing and
investing activities (2,354) (3,661)
Foreign exchange gain (loss) 1,034 (38)
The net expense of 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 and the net
pre-tax expense associated with the Company's investment in broad-based
corporate owned life insurance.
6
NOTE E--ACQUISITION AND MERGER
Effective January 7, 1997, the Company, through a wholly-owned subsidiary,
acquired all outstanding shares of Thompson Minwax Holding Corp. (Thompson
Minwax). The total amount of funds required to acquire the shares and pay off
certain indebtedness of Thompson Minwax was approximately $830 million. The
excess purchase price over the fair value of the net assets acquired is being
amortized over 40 years using the straight-line method.
For financial statement purposes, the acquisition is being accounted for under
the purchase method of accounting. Accordingly, the results of operations of
Thompson Minwax since the date of acquisition are included in the Company's
statements of consolidated income. The following unaudited pro forma combined
condensed statement of consolidated income for the three months ended March 31,
1996 was prepared in accordance with Accounting Principles Board Opinion No. 16
and assumes the merger had occurred on January 1, 1996. The following pro forma
data reflects adjustments for interest expense, net investment income and
amortization of goodwill and intangible assets. In management's opinion, the pro
forma financial information is not necessarily indicative of the results of
operations which would have occurred had the acquisition of Thompson Minwax
taken place on January 1, 1996 or of future results of operations of the
combined companies under the ownership and operation of the Company.
UNAUDITED PRO FORMA COMBINED
CONDENSED STATEMENT OF CONSOLIDATED INCOME
(Thousands of dollars, Three months ended
except per share data) March 31, 1996
------------------
Net sales $ 947,355
=========
Net income $ 14,578
=========
Net income per share $ 0.08
=========
NOTE F--STOCK SPLIT
The par value of additional shares of common stock issued in connection with a
two-for-one stock split distributed during March 1997 was credited to common
stock and a like amount charged to other capital.
NOTE G--RECLASSIFICATION
Certain amounts in the 1996 financial statements have been reclassified to
conform with the 1997 presentation.
7
NOTE H--COMPUTATION OF NET INCOME PER SHARE
Three months ended
------------------------------
Thousands of dollars, except per share data MARCH 31, March 31,
1997 1996
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Fully Diluted
Average shares outstanding 172,248,545 171,133,128
Options - treasury stock method 1,685,265 1,329,824
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Average fully diluted shares 173,933,810 172,462,952
=========== ===========
Net income $ 23,134 $ 19,593
============ ============
Net income per share $ 0.13 $ 0.11
============ ============
Primary
Average shares outstanding 172,248,545 171,133,128
Options - treasury stock method 1,677,674 1,262,073
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Average shares and equivalents 173,926,219 172,395,201
============ ===========
Net income $ 23,134 $ 19,593
============ ============
Net income per share $ 0.13 $ 0.11
============ ============
8
NOTE I--BUSINESS SEGMENTS
NET EXTERNAL SALES/OPERATING PROFIT
Three months ended March 31,
------------------------------------------------------------------------------
Thousands of dollars 1997 1996
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NET Net
EXTERNAL OPERATING External Operating
SALES PROFIT Sales Profit
----------------------------------- ---------------- ---------------
Paint Stores $ 532,173 $ 7,127 $ 474,697 $ 5,508
Coatings 534,780 65,261 379,779 43,376
Other 2,834 2,948 3,295 3,339
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Segment totals $ 1,069,787 75,336 $ 857,771 52,223
=========== ===========
Corporate expenses - net (37,411) (20,621)
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Income before income taxes $ 37,925 $ 31,602
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================================================================================
INTERSEGMENT TRANSFERS
Three months ended March 31,
------------------------------------------
Thousands of dollars 1997 1996
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Coatings $206,104 $178,653
Other 5,266 5,172
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Segment total $211,370 $183,825
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===============================================================================
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.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales were $1,069,787,000 during the first quarter of 1997, a
24.7 percent increase over the comparable period in 1996. Excluding the results
of operations of Thompson Minwax Holding Corp. (Thompson Minwax), acquired
during January 1997, and other smaller acquisitions which occurred at various
times since the first quarter of 1996, comparable first quarter sales increased
5.8 percent. First quarter sales in the Paint Stores Segment were 12.1 percent
higher than last year. Comparable store sales were up 9.4 percent. Excluding the
effects of the acquisitions, sales increased 7.6 percent. The sales increase was
generated by increased paint gallons sold to both retail and wholesale customers
combined with sales gains in the Segment's complementary product lines
(wallcovering, floorcovering and associated products). Wholesale customers
include professional painters, contractors and industrial and maintenance
accounts. The Coatings Segment's first quarter sales increased 40.8 percent over
1996 due primarily to incremental sales from acquisitions. Excluding these
acquisitions, sales were up 3.6 percent due primarily to increased sales to
national customers generated by new products and increased promotional sales in
its diversified product lines. Revenue generated by real estate operations in
the Other Segment declined 16.3 percent due to the loss of a large tenant in one
of its office buildings as of December 31, 1996.
Consolidated gross profit as a percent of sales increased to 41.5 percent from
39.3 percent in 1996. Excluding the effects of all acquisitions, first quarter
margins were higher than last year. The Paint Store Segment's increased retail
sales combined with sales gains in its higher-margin paint and paint-related
product lines led to improved first quarter margins. Excluding the acquisitions,
the Paint Stores Segment's margins were essentially even with last year. Margins
in the Coatings Segment were higher than last year for the first quarter on both
an as-reported basis and excluding the acquisitions due to manufacturing
efficiencies realized from increased gallon sales combined with sales increases
of higher-margin products.
Consolidated selling, general and administrative expenses as a percent of sales
were unfavorable to last year on both an as-reported basis and excluding the
acquisitions. First quarter SG&A expenses as a percent of sales were favorable
to last year in the Paint Stores Segment due to lower-than-average incremental
expenses of the acquisitions. Excluding the acquisitions, the Paint Stores
Segment's SG&A percentage was essentially even with last year. The
Coatings Segment's SG&A percentage was unfavorable to last year on both an
as-reported basis and excluding the acquisitions due primarily to increased
marketing and merchandising expenses related to new products, new customers and
product expansion at existing customers.
The increase in interest expense from the first quarter of 1996 is due to
additional debt incurred since the end of March 1996 primarily to finance
acquisitions. Average short-term borrowing rates remained even with 1996.
10
Other costs and expenses were lower than the first quarter of 1996 due to
decreased expenses of investing and financing activities combined with an
increased foreign currency translation gain.
Net income increased to $23,134,000 for the first quarter of 1997, an 18.1
percent increase over last year, while net income per share increased to $0.13
per share from $0.11 per share last year. Excluding the results of operations of
all acquisitions and the related financing costs, net income increased 18.8
percent while net income per share increased to $0.13 per share.
FINANCIAL CONDITION
During the first three months of 1997, cash and cash equivalents increased $56.3
million, net long-term debt increased $703.5 million and net short-term
borrowings increased $330.9 million. Short-term borrowings incurred during the
quarter relate to the Company's commercial paper program, which had unused
borrowing availability of $951.0 million at March 31, 1997. The aggregate
principal amount of unsecured short-term notes which can be issued under this
program was increased to $1,450.0 million in January 1997. Outstanding
borrowings under this program are backed by the Company's revolving credit
agreements, whose maximum borrowing amount was increased to $1,450.0 million in
January 1997 and subsequently reduced to $1,080.0 million in March 1997. The
increase in long-term debt during the quarter is related to $400.0 million of
debt securities issued under the Company's shelf registration statement and
$300.0 million of debentures issued in a private offering not registered under
the Securities Act of 1933, as amended. Net cash used by operations of $21.4
million during the first three months of 1997 includes the receipt of
approximately $53.9 million related to a settlement with certain insurance
carriers pertaining to environmental-related matters, which settlement was
recorded in income during 1996. The proceeds from the issuance of short-term
borrowings and long-term debt were used for the Thompson Minwax acquisition and
other smaller acquisitions totaling $869.1 million, capital expenditures of
$33.9 million, cash dividends of $17.2 million, costs related to the issuance of
debt of $13.9 million and normal operating needs for seasonally higher working
capital. The Company's current ratio declined to 1.08 at March 31, 1997 from
1.35 at December 31, 1996. The decrease in this ratio occurred primarily due to
the increased short-term borrowings and effects of acquisitions. The increase in
goodwill is primarily related to the Thompson Minwax acquisition and other
smaller acquisitions. Other assets increased $176.3 million primarily due to
intangible assets acquired during the quarter. The increase in common stock and
related decrease in other capital during the quarter occurred due to the par
value of $101.9 million which was credited to common stock and a like amount
charged to other capital for additional common shares issued in the form of a
two-for-one stock split in March 1997.
Since March 31, 1996, cash and cash equivalents increased $45.4 million,
short-term borrowings increased $183.9 million and long-term debt increased
$719.5 million. Cash generated by operations during this period of $372.0
million combined with the net borrowing proceeds were offset by acquisitions of
$1,047.9 million, capital expenditures of $124.7 million, payments of cash
dividends of $62.3 million, debt issue costs of $13.9 million and normal working
capital needs. The Company expects to remain in a borrowing position throughout
1997.
11
Capital expenditures during the first quarter of 1997 represented primarily the
costs of upgrading or installing point-of-sale terminals at the paint stores,
and costs for capacity expansion or upgrade of distribution centers and
manufacturing and research facilities. We do not anticipate the need for any
specific external financing to support our capital programs.
During the first three months of 1997, approximately 9,900 shares of our own
stock were received in exchange from the exercise of stock options. We did not
acquire any of our own shares through open market purchases during this time
period. We acquire our own stock for general corporate purposes and, depending
upon our cash position and market conditions, we may acquire additional shares
of our own stock in the future. At the April 23, 1997 board meeting, the Board
of Directors authorized the Company to purchase, in the aggregate, 10,000,000
shares of common stock.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share", which is
required to be adopted on December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings per share and
to restate all prior periods presented in comparative statements. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded from the calculation. Due to the immaterial
amount of common stock equivalents in the Company's current primary earnings per
share calculation, the adoption of SFAS No. 128 will result in no change to the
primary earnings per share amounts reported for the three months ended March 31,
1997 and March 31, 1996. The impact of SFAS No. 128 on the calculation of fully
diluted earnings per share for these quarters is also expected to be immaterial.
The Company and certain other companies are defendants in a number of 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, along with costs involving the abatement
of lead related paint from buildings and medical monitoring costs. 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 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 the 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 ensure continued compliance.
12
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 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 attributable 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.
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. These environmental-related
accruals are adjusted as information becomes available upon which more accurate
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.
13
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
-----------------
As previously reported, on December 19, 1995, the Michigan
Department of Environmental Quality issued a letter of
violation with regard to the Company's Holland, Michigan
facility alleging that certain equipment located at such
facility did not have proper permits in violation of
Michigan's Air Pollution Control Act. On January 16, 1997, the
State of Michigan Circuit Court for the 30th Judicial Circuit,
Ingham County approved a Consent Judgment pursuant to which
the Company agreed to (a) pay a civil penalty in the amount of
$131,000, which includes an amount of $30,000 to fund state
implementation plans relating to air emissions and (b) take
certain other corrective measures and perform certain
recordkeeping, reporting and testing regarding the Company's
operations at such facility.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
(3)(i) Amended Articles of Incorporation, as
amended April 25, 1997 (filed herewith).
(10)(a) The Sherwin-Williams Company 1994 Stock
Plan, as amended and restated in its
entirety, effective April 23, 1997 (filed
herewith).
(10)(b) The Sherwin-Williams Company 1997 Stock Plan
for Nonemployee Directors, dated April 23,
1997 (filed herewith).
(10)(c) Amendment No. 1 to 364-Day Revolving Credit
Agreement, dated March 31, 1997, between
the Company, Texas Commerce Bank National
Association, as Administrative Agent, The
Chase Manhattan Bank, as Competitive Advance
Facility Agent, and the financial
institutions which are signatories thereto
(filed herewith).
(10)(d) Amendment No. 1 to Five Year Revolving
Credit Agreement, dated March 31, 1997,
between the Company, Texas Commerce Bank
National Association, as Administrative
Agent, The Chase Manhattan Bank, as
Competitive Advance Facility Agent, and the
financial institutions which are signatories
thereto (filed herewith).
(11) Computation of Net Income Per Share - See
Note H to Condensed Consolidated Financial
Statements (Unaudited).
(27) Financial Data Schedule for the period ended
March 31, 1997 (filed herewith).
(b) Reports on Form 8-K
(i) The Company filed a Current Report on Form 8-K dated
January 7, 1997 reporting in Item 2 that the Company,
through a wholly-owned subsidiary, had completed its
acquisition of all of the outstanding shares of
capital stock of Thompson Minwax Holding Corp.
("Thompson Minwax"). The Company filed as part of
Item 7 of such Current Report the following financial
statements and pro forma financial information:
14
(1) Unaudited Consolidated Balance Sheet of
Thompson Minwax as of September 30, 1996 and
Unaudited Consolidated Income Statement and
Consolidated Cash Flow Statement of Thompson
Minwax for the nine months ended September
30, 1996.
(2) Audited Consolidated Balance Sheet of
Thompson Minwax as of December 31, 1995 (As
Restated) and Audited Consolidated Statement
of Operations and Accumulated Deficit and
Consolidated Statement of Cash Flows of
Thompson Minwax for the fiscal year ended
December 31, 1995 (As Restated).
(3) Unaudited Pro Forma Combined Condensed
Balance Sheet which combines the Unaudited
Consolidated Balance Sheet of Thompson
Minwax with the Unaudited Consolidated
Balance Sheet of the Company as of September
30, 1996, along with a description of the
pro forma adjustments.
(4) Unaudited Pro Forma Combined Condensed
Statements of Income which combine the
consolidated results of Thompson Minwax with
the consolidated results of the Company for
the year ended December 31, 1995 and for the
nine months ended September 30, 1996, along
with a description of the related pro forma
adjustments.
(ii) The Company filed a Current Report on Form 8-K dated
January 29, 1997 reporting in Item 5 the announcement
of (a) the two-for-one stock split distributed on
March 28, 1997, (b) the increase in the Company's
quarterly dividend and (c) the Company's operating
results for the quarter and year ended December 31,
1996.
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 14, 1997 By: /S/ J.L. AULT
--------------------------------------
J.L. Ault
Vice President-Corporate Controller
May 14, 1997 By: /S/ L.E. STELLATO
---------------------------------------
L.E. Stellato
Vice President, General Counsel and
Secretary
15
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
(3)(i) Amended Articles of Incorporation, as amended April 25, 1997
(filed herewith).
(10)(a) The Sherwin-Williams Company 1994 Stock Plan, as amended and
restated in its entirety, effective April 23, 1997
(filed herewith).
(10)(b) The Sherwin-Williams Company 1997 Stock Plan for
Nonemployee Directors, dated April 23, 1997 (filed
herewith).
(10)(c) Amendment No. 1 to 364-Day Revolving Credit
Agreement, dated March 31, 1997, between
the Company, Texas Commerce Bank National
Association, as Administrative Agent, The
Chase Manhattan Bank, as Competitive Advance
Facility Agent, and the financial
institutions which are signatories thereto
(filed herewith).
(10)(d) Amendment No. 1 to Five Year Revolving
Credit Agreement, dated March 31, 1997,
between the Company, Texas Commerce Bank
National Association, as Administrative
Agent, The Chase Manhattan Bank, as
Competitive Advance Facility Agent, and the
financial institutions which are signatories
thereto (filed herewith).
(11) Computation of Net Income Per Share - See Note H to Condensed
Consolidated Financial Statements (Unaudited).
(27) Financial Data Schedule for the period ended March 31, 1997
(filed herewith).