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SHW > SEC Filings for SHW > Form 10-Q on 27-Oct-2009All Recent SEC Filings

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Form 10-Q for SHERWIN WILLIAMS CO


27-Oct-2009

Quarterly Report


Item 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SUMMARY
The Sherwin-Williams Company, founded in 1866, and its consolidated wholly owned subsidiaries (collectively, the "Company") are engaged in the development, manufacture, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America with additional operations in the Caribbean region, Europe and Asia. The Company is structured into three reportable operating segments - Paint Stores Group, Consumer Group and Global Finishes Group (collectively, the "Reportable Operating Segments") - and an Administrative Segment in the same way it is internally organized for assessing performance and making decisions regarding allocation of resources. See pages 5 through 7, page 10 and Note 18, on pages 72 through 74 in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, for more information concerning the Reportable Operating Segments.
The decline in the U.S. housing market that began to reduce architectural paint sales volume in 2007 expanded into other U.S. paint markets served by the Company in 2008, reducing manufacturing volume. The economic downturn in the U.S. spread into foreign markets during the last half of 2008, contributing to an overall decline in the business of the Company. Paint sales volume remained depressed in the third quarter and first nine months of 2009. In respect to the challenging global economic conditions, management of the Company continued to review and consistently perform additional valuation procedures to ensure that the values of the Company's assets and liabilities were based on the latest information available on which to base such valuations. Specifically, management determined that: the collectibility of accounts receivable was properly estimated; current estimated market values of inventories exceeded cost; fair market values of goodwill and intangible assets approximated or exceeded current carrying values; the useful lives and fair market values of property, plant and equipment were established in relation to the current lower manufacturing and sales demand; any necessary impairments of property, plant and equipment and accrual of qualified exit costs were recorded for all closed sites being held for disposal; and all sales allowances, returns, discounts, warranties and complaint allowances were reasonably stated in respect to the current economic conditions and declining business environment.
The Company's financial condition, liquidity and cash flow remained strong through the first nine months of 2009 in spite of the continuing challenging global economic conditions that included significant reductions in demand, increased manufacturing costs related to lower volume throughput, tight credit markets and severe fluctuations in foreign currency rates. Net working capital improved $170.6 million at September 30, 2009 compared to the end of the third quarter of 2008 due primarily to a larger proportional decrease in current liabilities than current assets. Short-term borrowings decreased $305.0 million from September 30, 2008 and all other current liabilities decreased $219.8 million. The Company has been able to arrange sufficient short-term borrowing capacity at reasonable rates even as credit markets remain tight and the Company has sufficient total available borrowing capacity to fund its current operating needs.


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Short-term borrowings decreased $105.4 million from December 31, 2008, due to the control over working capital, and all other current liabilities increased $54.8 million. Since September 30, 2008, Accounts receivable and Inventories were down $308.7 million and the remaining current assets decreased $45.4 million. Accounts Receivable and Inventories decreased $6.5 million from December 31, 2008 to September 30, 2009 when normal seasonal trends typically require significant growth in these categories. The use of a portion of Net operating cash to reduce Total current liabilities more than Total current assets improved the Company's current ratio to 1.02 at September 30, 2009 from .94 at September 30, 2008 and compared to .99 at December 31, 2008. Total debt at September 30, 2009 decreased $315.8 million to $711.0 million from $1,026.8 million at September 30, 2008 and decreased as a percentage of total capitalization to 29.5 percent from 37.1 percent at the end of the third quarter last year. Total debt decreased $122.8 million and decreased from 34.2% of total capitalization at December 31, 2008. At September 30, 2009, the Company had remaining borrowing ability of $1.215 billion. Net operating cash increased $23.1 million in nine months of 2009 to $615.6 million from $592.6 million in 2008 primarily due to a net decrease in cash used to fund working capital requirements of $46.8 million that was partially offset by an increase in costs incurred for environmental matters of $14.1 million and a reduction in net income adjusted for non-cash items of $8.2 million. In the twelve month period from October 1, 2008 through September 30, 2009, the Company generated net operating cash of $899.3 million and invested $34.3 million in acquisitions, $89.0 million in capital additions and improvements, reduced its total debt $313.3 million, purchased $289.8 million in treasury stock and paid $165.6 million in cash dividends to its shareholders of common stock. Results of operations for the Company in the third quarter and first nine months of 2009 continued to suffer from a decrease in end-market demand for coatings and other building materials caused by the effects of the expanding global economic downturn and a lingering depressed U.S. housing market. Consolidated net sales decreased 12.0 percent in the third quarter to $1.997 billion from $2.269 billion in the third quarter of 2008 and decreased 12.5 percent in the first nine months to $5.495 billion from $6.280 billion in the first nine months of 2008 due primarily to paint sales volume declines resulting from contracted demand in the domestic market for more than two years that expanded into the global markets beginning in the second half of 2008. Net sales in the Paint Stores Group decreased 13.5 percent in the quarter to $1.221 billion and decreased 13.4 percent to $3.289 billion in the first nine months due primarily to continuing weak residential and commercial architectural paint sales volume and lower sales in industrial coatings and non-paint categories partially offset by improving DIY customer sales. Net sales in the Paint Stores Group from stores open more than twelve calendar months decreased 13.5 percent in the quarter and 13.3 percent in the first nine months of 2009. Net sales in the Consumer Group decreased 7.1 percent to $330.5 million in the quarter and 4.0 percent to $985.1 million in the first nine months due primarily to lower volume sales to most of the Group's retail customers. Net sales in the Global Finishes Group stated in U.S. dollars declined 11.3 percent in the quarter to $444.1 million and 16.2 percent to $1.216 billion in the first nine months due primarily to decreased paint volume sales and unfavorable currency translation rates partially offset by acquisitions and selling price increases. Gross profit as a percent of consolidated net sales increased in the third quarter to 46.5 percent from 42.3 percent in 2008 and increased to 45.6 percent from 43.2 percent in the first nine months due primarily to lower freight and other distribution costs, reduced expenses related to cost control initiatives and


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favorable product sales mix partially offset by higher costs related to lower manufactured volume and unfavorable currency translation rates. Third quarter gross profit margins approached a more normal level in 2009 versus last year's depressed gross profit margins caused by rapidly escalating raw material costs. Selling, general and administrative expenses (SG&A) increased as a percent of consolidated net sales to 32.8 percent from 30.0 percent in the third quarter of 2008 and increased to 34.9 percent from 32.0 percent in nine months due primarily to the sales decline as good expense control across all Reportable Operating Segments resulted in total SG&A spending that was $27.1 million lower than in the third quarter of 2008 and $93.9 million lower than in the first nine months last year. Other general expense - net increased in the third quarter and first nine months of 2009 due primarily to increased accruals for environmental-related matters and exit costs related to closed properties. Interest expense decreased $6.7 million in the third quarter and $20.0 million in the first nine months of 2009 due to lower short-term borrowings and borrowing rates. The effective income tax rate for third quarter 2009 was 32.3 percent compared to 33.5 percent in 2008 and the rate for the first nine months of 2009 was 31.6 percent compared to 32.8 percent in 2008. Diluted net income per common share increased to $1.51 per share for the third quarter 2009 from $1.50 per share a year ago and decreased to $3.17 per share from $3.57 per share in the first nine months.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and contain certain amounts that were based upon management's best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. Management considered the impact of the current global economic recession and utilized certain outside sources of economic information when developing the basis for their estimates and assumptions. The impact of the deteriorating global economic conditions on the estimates and assumptions used by management was believed to be reasonable under the circumstances. Management used assumptions based on historical results, considering the current economic trends, and other assumptions to form the basis for determining appropriate carrying values of assets and liabilities that were not readily available from other sources. Actual results could differ from those estimates. Also, materially different amounts may result under materially different conditions, materially different economic trends or from using materially different assumptions. However, management believes that any materially different amounts resulting from materially different conditions or material changes in facts or circumstances are unlikely to significantly impact the current valuation of assets and liabilities that were not readily available from other sources.
A comprehensive discussion of the Company's critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 1, on pages 44 through 49, in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended December 31, 2008.


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FINANCIAL CONDITION, LIQUIDITY AND CASH FLOW
Overview
The Company's financial condition, liquidity and cash flow remained strong through the first nine months of 2009 in spite of continued challenging global economic conditions that included significant reductions in demand, increased manufacturing costs related to lower volume throughput, tight credit markets and significant fluctuations in foreign currency translation rates. Net working capital improved $170.6 million at September 30, 2009 compared to the end of the third quarter of 2008 due primarily to a larger proportional decrease in current liabilities than current assets. Short-term borrowings decreased $305.0 million from September 30, 2008 and all other current liabilities decreased $219.8 million. The Company was able to arrange sufficient short-term borrowing capacity at reasonable rates even as credit markets remained tight and the Company has sufficient total available borrowing capacity to fund its current operating needs. Short-term borrowings decreased $105.4 million from December 31, 2008 and all other current liabilities increased $54.8 million. Since September 30, 2008, Accounts receivable and Inventories were down $308.7 million and the remaining current assets decreased $45.4 million. Accounts Receivable and Inventories decreased $6.5 million from December 31, 2008 to September 30, 2009 when normal seasonal trends typically require growth in these categories. The use of a portion of Net operating cash to reduce Total current liabilities more than Total current assets improved the Company's current ratio to 1.02 at September 30, 2009 from .94 at September 30, 2008 and compared to .99 at December 31, 2008. Total debt at September 30, 2009 decreased $315.8 million to $711.0 million from $1,026.8 million at September 30, 2008 and decreased as a percentage of total capitalization to 29.5 percent from 37.1 percent at the end of the third quarter last year. Total debt decreased $122.8 million and decreased from 34.2% of total capitalization at December 31, 2008. At September 30, 2009, the Company had remaining borrowing ability of $1.215 billion. Net operating cash increased $23.1 million in the third quarter of 2009 to $615.6 million from $592.6 million in 2008 primarily due to a net decrease in cash used to fund working capital requirements of $46.8 million that was partially offset by an increase in costs incurred for environmental matters of $14.1 million and a reduction in net income adjusted for non-cash items of $8.2 million. In the twelve month period from October 1, 2008 through September 30, 2009, the Company generated net operating cash of $899.3 million and invested $34.3 million in acquisitions, $89.0 million in capital additions and improvements, reduced its total debt $313.7 million, purchased $289.8 million in treasury stock and paid $165.6 million in cash dividends to its shareholders of common stock.
Net Working Capital, Debt and Other Long-Term Assets and Liabilities Cash and cash equivalents increased $6.6 million during the first nine months of 2009. Cash used for capital expenditures of $63.6 million, payments of cash dividends of $124.6 million, treasury stock purchases of $276.2 million and reduction of $105.4 million in short-term borrowings were funded primarily by net cash from operations. At September 30, 2009, the Company's current ratio was 1.02, an improvement from the current ratio of .99 at December 31, 2008 and from .94 a year ago. The improvements in the current ratio were primarily due to the reduction in short-term borrowings and control over Accounts receivable and Inventories.


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Goodwill and intangible assets increased $2.8 million from December 31, 2008 and decreased $30.7 million from September 30, 2008. The net increase during the nine months of 2009 was due to acquisitions and capitalization of software costs of $14.5 million partially offset by amortization and currency translation rate changes of $11.8 million. The net decrease over the twelve-month period from September 30, 2008 resulted from acquisitions and capitalization of software costs of $24.5 million and other adjustments, primarily currency translation rate changes of $56.0 million that were more than offset by impairments of $53.9 million and amortization of $57.3 million. See Note 3, on pages 50 to 52, in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, for more information concerning goodwill and intangible assets. Deferred pension assets remained relatively unchanged during the first nine months of 2009 and decreased $197.0 million from September 30, 2008. The decrease in the last twelve months was due primarily to a decline in the fair market value of equity securities held by the Company's defined benefit pension plans. See Note 6, on pages 55 to 60, in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 for more information concerning the Company's benefit plan assets.
Net property, plant and equipment decreased $27.5 million in the first nine months of 2009 and decreased $52.3 million in the twelve months since September 30, 2008. The reduction in the nine months of 2009 was primarily due to capital expenditures of $63.6 million and changes in currency translation rates that were more than offset by depreciation expense of $109.6 million and the disposition of assets with remaining book value. Since September 30, 2008, capital expenditures of $89.0 million and acquired assets of $34.3 million were more than offset by depreciation expense of $145.5 million and dispositions of assets with remaining net book value and changes in currency translation rates. Capital expenditures during the first nine months of 2009 primarily represented expenditures associated with improvements and normal equipment replacement in manufacturing and distribution facilities in the Consumer Group and normal equipment replacement in the Paint Stores and Global Finishes Groups. Short-term borrowings related to the Company's domestic commercial paper program outstanding were $179.7 million at an average rate of .3 percent at September 30, 2009. Short-term borrowings under certain revolving and letter of credit agreements were $200 million at an average rate of .3 percent at September 30, 2009. Short-term borrowings outstanding under various foreign programs at September 30, 2009 were $31.4 million with a weighted average interest rate of 6.1 percent. The Company had unused maximum borrowing availability of $665.0 million at September 30, 2009 under the commercial paper program that is backed by the Company's revolving credit agreement. There was an additional $550.0 million available under other committed credit facilities. There were no significant changes in long-term debt during the third quarter or first nine months of 2009 or in the twelve months since September 30, 2008. See Note 7, on page 60, in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, for more information concerning the Company's debt. Long-term liabilities for defined benefit pension and other postretirement benefit plans increased slightly over December 31, 2008 and decreased $14.4 million from September 30, 2008. The changes in the liability resulted primarily from the reduction in the actuarially determined


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postretirement benefit obligation resulting from changes in actuarial assumptions. See Note 6, on pages 55 to 60, in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 for more information concerning the Company's benefit plan obligations.
Other long-term liabilities at September 30, 2009 decreased $37.1 million from a year ago due primarily to a decrease at the end of 2008 in non-current deferred tax liabilities of $20.5 million and a reduction in long-term accruals for extended environmental-related liabilities of $2.4 million. Environmental-Related Liabilities
The operations of the Company, like those of other companies in the same industry, are subject to various federal, state and local environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance.
Depreciation of capital expenditures and other expenses related to ongoing environmental compliance measures were included in the normal operating expenses of conducting business. The Company's capital expenditures, depreciation and other expenses related to ongoing environmental compliance measures were not material to the Company's financial condition, liquidity, cash flow or results of operations during the first nine months of 2009. Management does not expect that such capital expenditures, depreciation and other expenses will be material to the Company's financial condition, liquidity, cash flow or results of operations in 2009.
The Company is involved with environmental investigation and remediation activities at some of its currently and formerly owned sites (including sites which were previously owned and/or operated by businesses acquired by the Company). In addition, the Company, together with other parties, has been designated a potentially responsible party under federal and state environmental protection laws for the investigation and remediation of environmental contamination and hazardous waste at a number of third-party sites, primarily Superfund sites. The Company may be similarly designated with respect to additional third-party sites in the future.
The Company accrues for estimated costs of investigation and remediation activities at its currently and formerly owned sites and third party sites for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. These estimated costs are based on currently available facts regarding each site. The Company accrues a specific estimated amount when such an amount and a time frame in which the costs will be incurred can be reasonably determined. If the best estimate of costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is accrued by the Company in accordance with applicable accounting rules and interpretations. The Company continuously assesses its potential liability for investigation and remediation activities


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and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated. At September 30, 2009 and 2008, the Company had accruals for environmental-related activities of $174.4 million and $184.5 million, respectively.
Due to the uncertainties of the scope and magnitude of contamination and the degree of investigation and remediation activities that may be necessary at certain currently or formerly owned sites and third party sites, it is reasonably likely that further extensive investigations may be required and that extensive remedial actions may be necessary not only on such sites but on adjacent properties. Depending on the extent of the additional investigations and remedial actions necessary, the Company's ultimate liability may result in costs that are significantly higher than currently accrued. If the Company's future loss contingency is ultimately determined to be at the maximum of the range of possible outcomes for every site for which costs can be reasonably estimated, the Company's aggregate accruals for environmental-related activities would be $108.3 million higher than the accruals at September 30, 2009. Five of the Company's currently and formerly owned sites accounted for the majority of the accruals for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at September 30, 2009. At September 30, 2009, $132.0 million, or 75.7 percent, related directly to these five sites. Of the aggregate unaccrued exposure at September 30, 2009, $70.9 million, or 65.4 percent, related to the five sites. While environmental investigations and remedial actions are in different stages at these sites, additional investigations, remedial actions and/or monitoring will likely be required at each site. A comprehensive description of the five currently and formerly owned sites that account for the majority of the accruals for environmental-related activities is included in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. At one of the two formerly owned facilities in New Jersey, a partial remediation plan has been agreed too and some remedial measures have been taken. The full extent of the remedial action has not been determined or agreed to by the appropriate governmental agency. There have been no significant changes in the investigative or remedial status of the other four sites since the year ended December 31, 2008.
Management cannot presently estimate the ultimate potential loss contingencies related to these five sites or other less significant sites until such time as a substantial portion of the investigative activities at each site is completed and remedial action plans are developed.
In accordance with the Asset Retirement Obligations Topic of FASB ASC, the Company has identified certain conditional asset retirement obligations at various current manufacturing, distribution and store facilities. These obligations relate primarily to asbestos abatement and closures of hazardous waste containment devices. Using investigative, remediation and disposal methods that are currently available to the Company, the estimated cost of these obligations is not significant.
In the event any future loss contingency significantly exceeds the current amount accrued, the recording of the ultimate liability may result in a material impact on net income for the annual or interim period during which the additional costs are accrued. Management does not believe that


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any potential liability ultimately attributed to the Company for its environmental-related matters or conditional asset retirement obligations will have a material adverse effect on the Company's financial condition, liquidity, or cash flow due to the extended period of time during which environmental investigation and remediation takes place. An estimate of the potential impact on the Company's operations cannot be made due to the aforementioned uncertainties.
Management expects these contingent environmental-related liabilities and conditional asset retirement obligations to be resolved over an extended period of time. Management is unable to provide a more specific time frame due to the indefinite amount of time to conduct investigation activities at any site, the indefinite amount of time to obtain governmental agency approval, as necessary, with respect to investigation and remediation activities, and the indefinite amount of time necessary to conduct remediation activities. Contractual Obligations, Commercial Commitments and Warranties Short-term borrowings decreased $105.4 million to $411.0 million at September 30, 2009 from $516.4 million at December 31, 2008. Total long-term debt decreased $17.3 million to $300.0 at September 30, 2009 from $317.3 million at December 31, 2008. See the Financial Condition, Liquidity and Cash Flow section of this report for more information. There have been no other significant changes to the Company's contractual obligations and commercial commitments in the third quarter or first nine months of 2009 as summarized in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2008.
Changes to the Company's accrual for product warranty claims in the first nine . . .

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