8-KRegulation FD

SHERWIN WILLIAMS CO 8-K Report, Regulation FD Disclosure (Jun 28, 2019)

Filed June 28, 2019For Securities:SHW

Summary

The Sherwin-Williams Company (SHW) filed an 8-K on June 28, 2019, disclosing a significant financial impact stemming from its investments in federal renewable energy tax credit funds with DC Solar Solutions, Inc. and its affiliates. Initially made between 2011 and 2017, these investments were designed to generate returns through federal income tax credits related to renewable energy equipment. The company became aware of issues in December 2018 when federal authorities began investigating DC Solar, leading to asset seizure and subsequent Chapter 11 bankruptcy filing by DC Solar in February 2019, later converted to Chapter 7 liquidation. Sherwin-Williams has now determined that it is "more likely than not" that the expected tax benefits from these investments are no longer realizable. Consequently, the company will recognize a non-cash charge of approximately $77 million in the second quarter of 2019. This charge will be entirely reflected as income tax expense, accounting for the full loss of the investment and related expected tax benefits. While material, the company had initially assessed that a loss was not reasonably possible in Q1 2019.

Key Highlights

  • 1Sherwin-Williams to recognize a charge of approximately $77 million in Q2 2019.
  • 2The charge is related to prior investments in federal renewable energy tax credit funds with DC Solar Solutions, Inc.
  • 3The company expects to lose all tax benefits associated with these investments.
  • 4The charge will be recorded entirely as income tax expense.
  • 5DC Solar Solutions, Inc. has filed for Chapter 11 bankruptcy protection, converted to Chapter 7 liquidation.
  • 6Federal authorities were investigating DC Solar for alleged fraudulent activities.
  • 7The company's initial assessment in Q1 2019 did not indicate a material loss was reasonably possible.

Frequently Asked Questions

The $77 million charge is due to the company's determination that tax benefits from its investments in federal renewable energy tax credit funds with DC Solar Solutions, Inc. are no longer realizable. This is a result of DC Solar facing federal investigation and bankruptcy proceedings.

The entire $77 million charge will be recorded as income tax expense in the second quarter of 2019. This will reduce the company's net income for the quarter but does not represent a cash outflow in the current period related to this specific charge.

In December 2018, the company became aware of a federal investigation into DC Solar and the seizure of its assets. While an initial investigation in Q1 2019 did not suggest a material loss was reasonably possible, further information revealed during Q2 2019 led to the current determination.

The filing states the charge reflects 'the entire loss of the investment with DC Solar and related expected tax benefits.' While the exact breakdown between principal and lost tax credits is not detailed, the charge accounts for the full economic impact of the failed investment and its associated tax advantages.