SecProbe.io

May 2, 2012
 Via E-mail

Mr. Sean P. Hennessy Senior Vice President – Finan ce and Chief Financial Officer
The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, OH  44115
RE: The Sherwin-Williams Company
Form 10-K for the Year ended December 31, 2011
Filed February 23, 2012
  Form 10-Q for the Quar ter ended March 31, 2012
  Filed April 25, 2012   File No. 1-4851

Dear Mr. Hennessy:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Year Ended December 31, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in your future filings.

Mr. Sean P. Hennessy The Sherwin-Williams Company May 2, 2012 Page 2

 Exhibit 13

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
19
 Critical Accounting Policies and Estimates, page 19

 Purchase Accounting, Goodwill and Intangible Assets, page 20

 2. You disclose on page 21 that a reporting unit is a reportable se gment or one level below the
reportable segment as determined by the availabili ty of discrete financial information that is
regularly reviewed by operating segment manageme nt or an aggregate of component levels
of a reportable segment having similar economic char acteristics.  Note that a reporting unit is
an operating segment (as defined in ASC 280- 10-50-1), not a reporta ble segment, or a
component of an operating segment for which disc rete financial information is available and
segment management regularly reviews the ope rating results of that component.  Please
revise your disclosure accordingly, and confirm that this  did not impact your impairment
testing.
 Other Liabilities, page 22

3. You indicate that you are self-ins ured for certain liabilities, pr imarily worker’s compensation
claims, employee medical and disability bene fits, and automobile, property, general and
product liability claims.  Please disclose your ex cess loss limits associated with each risk you
are self-insured for, and also disclose each ri sk for which you do not have excess loss limits.
Please also quantify, if material, the dollar am ount of your self-insur ance accruals for each
period presented.
 Financial Condition, Liquidity and Cash Flow, page 24

 Cash Flow, page 30

 4. Please enhance your disclosure to also discu ss the changes in your i nvesting and financing
cash flows as depicted in your statement of cas h flows.  Your discussion should focus on the
primary drivers of and other material factor s necessary to an unde rstanding of your cash
flows and the indicative value of historical cas h flows.  Please refer to the SEC Interpretive
Release No. 33-8350.
 Form 10-Q for the Quarter Ended March 31, 2012

 General

 5. Please address the above comments in your in terim filings as well, as applicable.

Mr. Sean P. Hennessy The Sherwin-Williams Company May 2, 2012 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jeffrey Gor don, Staff Accountant, at (202)  551-3866 or, in his absence,
the undersigned at (202) 551- 3769 if you have questions regarding these comments.
      Sincerely,   /s/ Rufus Decker
 Rufus Decker
 Accounting Branch Chief