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corresp

Sean P. Hennessy

Senior Vice President — Finance

and Chief Financial Officer

Phone: 216-566-2573

June 8, 2010

By EDGAR and U.S. Mail

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, NE

Washington, DC 20549-4631

    Re:

    The Sherwin-Williams Company

Form 10-K for the year ended December 31, 2009

Form 10-Q for the period ended March 31, 2010

File No. 1-4851

Dear Mr. Decker:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams,” the
“Company” or the “Registrant”) to address the additional comments of the Staff of the Division of Corporation
Finance contained in your letter dated May 19, 2010 regarding your review of Sherwin-Williams’
response letter dated May 12, 2010 and its interim filing.

For your convenience, we have restated in boldface each of the Staff’s comments followed by our
response.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

Exhibit 13

General

    1.

    Comment: Where a comment below requests additional disclosures or other revisions to
be made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings, including your interim filings, if
applicable.

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 2

Response: Where a comment requests additional disclosures or other revisions, the
Registrant’s response includes an example of what the additional disclosures or revisions will
look like. The Registrant will include such additional disclosures or other revisions in its
future filings, including our interim filings, if applicable.

Management’s Discussion and Analysis

Cash Flow, page 25

    2.

    Comment: We note your response to prior comment 5. Your disclosures provide a
description of how free cash flow is calculated, provide a cautionary statement that this
measure may not be comparable to values used by other entities, and indicate that free cash
flow should not be considered an alternative to net operating cash or other cash flow amounts.
However, your disclosures do not appear to address the additional material limitations of
this measure, including that there are some non-discretionary expenditures such as mandatory
debt service requirements that have not been included in your determination of free cash flow.
Please further advise or expand your disclosures. Refer to Compliance and Disclosures
Interpretation 102.07 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

    Response: In future filings, the Registrant will include a disclosure such as the
following in order to address the additional material limitations of the free cash flow measure:

Management considers a measurement of cash flow that is not in accordance with U. S.
generally accepted accounting principles to be a useful tool in its determination of
appropriate uses of the Company’s Net operating cash. Management reduces Net operating cash,
as shown in the Statements of Consolidated Cash Flows, by the amount reinvested in the
business for Capital expenditures and the return of investment to its shareholders by the
payments of cash dividends. The resulting value is referred to by management as “Free Cash
Flow” which may not be comparable to values considered by other entities using the same
terminology. The reader is cautioned that the Free Cash Flow measure should not be compared
to other entities unknowingly, and it does not consider certain non-discretionary cash
flows, such as mandatory debt and interest payments. The amount shown below should not be
considered an alternative to Net operating cash or other cash flow amounts provided in
accordance with U. S. generally accepted accounting principles disclosed in the Statements
of Consolidated Cash Flows, on page X of this report. Free Cash Flow as defined and used by
management is determined as follows:

    (thousands of dollars)

    20XX

    20XX

    20XX

    Net operating cash

    $
    XXX,XXX

    $
    XXX,XXX

    $
    XXX,XXX

    Capital expenditures

    (XXX,XXX
    )

    (XXX,XXX
    )

    (XXX,XXX
    )

    Cash dividends

    (XXX,XXX
    )

    (XXX,XXX
    )

    (XXX,XXX
    )

    Free cash flow

    $
    XXX,XXX

    $
    XXX,XXX

    $
    XXX,XXX

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 3

Results of Operations, page 31

    3.

    Comment: We note your response to prior comment 7. The Administrative segment’s
loss before taxes decreased by approximately $26.2 million from $225.9 million for the year
ended December 31, 2008 to $199.7 million for the year ended December 31, 2009. The
additional disclosures you propose to provide appear to only explain $6.6 million of the
fluctuation. Please discuss the remaining business reasons with quantification which led to
changes in these amounts or clearly reconcile for each period presented between the various
administrative amounts discussed in MD&A and the administrative amount shown in the segment
reconciliation. When there is more than one factor for a change between periods, please
quantify the extent to which each factor contributed to the overall change.

    Response: As shown below, the additional proposed disclosure provided in the prior
response, combined with the interest expense disclosure on page 32, explains the significant
components of the $26.2 million decrease in the Administrative segment’s loss before taxes:

The Administrative segment’s gross profit decreased by an insignificant amount.

The Administrative segment’s SG&A decreased $25.5 million primarily due to a decrease of
$13.6 million in administrative expenses and a decrease in compensation, including
stock-based compensation, of $8.2 million.

The Administrative segment’s Other general expense — net increased $18.9 million primarily
due to an increase of $17.8 million in provisions for environmental-related matters.

Interest expense decreased $25.7 million in 2009 versus 2008 due primarily to decreased
short-term borrowings at rates that were lower than 2008.

    All other items included in the $26.2 million decrease in the Administrative segment’s loss
before taxes were insignificant.

    4.

    Comment: We reissue prior comment 8. You provide a discussion of administrative
expenses not included in SG&A, which you state decreased $8.6 million in 2009 and appears to
be different than the Administrative segment loss before income taxes amounts presented on
page 31. It is not clear how you arrived at the $8.6 million as well as which line item(s)
are being included in this discussion. Please clarify as necessary.

    Response: The major components of the $8.6 million decrease in administrative expenses
not included in SG&A are discussed on page 31 of the December 31, 2009 Annual Report on Form
10-K. In future filings, the Registrant will further clarify this discussion as follows:

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 4

Administrative expenses not directly associated with the Reportable Operating Segments
decreased $8.6 million in 2009 due primarily to a reduction of $25.7 million in Interest
expense and increased other income of $3.1 million. Partially offsetting these reductions
was an increase of $17.8 million in provisions for environmental-related matters, lower
Interest and net investment income of $1.2 million, and an increase of $2.4 million in
expenses related to closed facilities.

Supplementally, the Registrant advises the Staff that the $8.6 million decrease in
administrative expenses not included in SG&A includes the following items:

    Increase/

    (Decrease)

    Other general expense  — net

    Provision for environmental matters — net

    $
    17.8

    Net expense (income) of exit or disposal
activities

    2.4

    Other

    (1.3
    )

    Total

    18.9

    Interest expense

    (25.7
    )

    Interest and net investment income

    1.2

    Other (income) expense  — net

    (3.1
    )

    Rounding

    0.1

    $
    (8.6
    )

Financial Statements

Note 12 — Stock Purchase Plan and Preferred Stock, page 69

    5.

    Comment: We note your response to prior comment 16. ASC 810-10-15-12 indicates that
an employer should not consolidate an employee benefit plan subject to the provisions of Topic
715 or Topic 712. It appears that the ESOP may not be subject to ASC 715 as it appears to be
a leveraged ESOP. Please further advise how you determined that you do not need to evaluate
the ESOP trust for potential consolidation under the variable interest model pursuant to ASC
810-10.

    Response: The Registrant believes that although its stock purchase and savings plan is
a leveraged ESOP, the scope exception in ASC 810-10-15-12 applies. The stock purchase and
savings plan is a defined contribution plan qualified under Section 401(a) of the Internal
Revenue Code. On a pre-tax basis, participants can contribute up to 20% of their salaries
subject to the limitations imposed by law, and the Registrant matches 100% on the first 3% of
each participant’s eligible contributions and 50% on the next 2% of eligible contributions.
Within the plan, an unallocated suspense account holds the shares of the preferred stock of the
Registrant until compensation expense related to participants’ contributions is earned, at which
time shares of the Registrant’s preferred stock are redeemed for

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 5

cash. The plan uses this cash and direct participant contributions to acquire
participant-directed investments (common stock of the Registrant and/or a variety of mutual fund
investments) on the open market that are then credited to eligible participant accounts.
Except for the preferred stock of the Registrant, all assets of the plan are allocated to
participant accounts. Participants direct the investment of their contributions and the
Company’s matching contributions and can make investment selection changes. All contributions
are vested. At December 31, 2009, participant-directed investments accounted for 88% of total
plan assets.

ASC 810-10-15-12 states that the consolidation guidance in ASC 810 does not apply to employee
benefit plans subject to the provisions of ASC 712 or 715. ASC 715-10-15-3 states that ASC 715
applies to any arrangement that is in substance a pension or other postretirement benefit plan,
regardless of its form or the means or timing of its funding. With respect to the question
as to whether the variable interest model applies to ESOPs, an Ernst & Young publication on
the Consolidation of Variable Interest Entities (Financial Reporting Developments — FASB
Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin (ARB) No. 51, Revised April 2009) includes interpretative guidance
which indicates that both leveraged and non-leveraged ESOPs are excluded from the variable
interest model. FAQ 4-7 of that publication states the following:

“Nonleveraged ESOPs are defined contribution pension plans covered by Statement 87. AICPA
Statement of Position No. 93-6, Employers Accounting for Employee Stock Ownership Plans (SOP
93-6) includes guidance on nonleveraged ESOPs that is generally consistent with the guidance
for defined contribution plans in Statement 87. Accordingly, we believe that nonleveraged
ESOPs are excluded from the scope of the Interpretation for their sponsors.”

“The guidance for accounting for leveraged ESOPs in SOP 93-6 is not consistent with the
guidance for defined contribution plans in Statement 87 (because vesting is not a factor in
recognizing compensation costs for defined contribution plans under Statement 87, and SOP
93-6 provides accounting models for when shares are to be credited to unearned ESOP shares
and the measurement of compensation). However, because leveraged ESOPs are a form of
defined contribution plan and SOP 93-6 provides detailed clarifying guidance for leveraged
ESOPs, we believe an employer should not evaluate a leveraged ESOP for potential
consolidation pursuant to the provisions of the Interpretation.”

On the basis of the aforementioned discussion and the long-standing published interpretive
guidance, the Registrant believes that because its stock purchase and savings plan operates as a
defined contribution plan, consolidation under the variable interest model is not required to be
analyzed.

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 6

Note 16 — Net Income Per Common Share, page 74

    6.

    Comment: We note your response to prior comment 17. We remind you that ASC
260-10-45-60A states that all securities that meet the definition of a participating security,
irrespective of whether the securities are convertible, nonconvertible, or potential common
stock securities, shall be included in the computation of basic EPS using the two-class
method. In this regard, it remains unclear how you determined that you do not need to use the
two-class method of computing earnings per share. Please also provide us with your
materiality analysis pursuant to SAB Topics 1:M and 1:N for the year ended December 31, 2008,
year ended December 31, 2007, and the three months ended March 31, 2010.

    Response: The materiality analysis for the years ended December 31, 2009, 2008 and 2007
and the three months ended March 31, 2010 is as follows:

    March 31,

    December 31,

    December 31,

    December 31,

    2010

    2009

    2008

    2007

    Basic Earnings Per Share

    Two-Class Method

    0.30

    3.80

    4.04

    4.80

    Treasury Stock Method

    0.30

    3.84

    4.08

    4.84

    Difference

    0.00

    (0.04
    )

    (0.04
    )

    (0.04
    )

    Diluted Earnings Per Share

    Two-Class Method

    0.30

    3.78

    4.00

    4.70

    Treasury Stock Method

    0.30

    3.78

    4.00

    4.70

    Difference

    0.00

    0.00

    0.00

    0.00

Because the two-class method did not result in earnings per share amounts that were
materially different than those calculated under the treasury stock method, the treasury stock
method was disclosed. In future filings, however, the two-class method will be disclosed. An
example future disclosure is as follows:

The Company has two classes of participating
securities: common shares and restricted
shares, representing 99% and 1% of outstanding shares, respectively. The restricted shares
are shares of unvested restricted stock granted under the Company’s restricted stock award
program. Unvested restricted shares granted prior to April 20, 2010 received non-forfeitable
dividends, and the shares were therefore considered a participating security. Effective
April 20, 2010, the restricted stock award program was revised and dividends on
performance-based restricted shares granted after this date are deferred and payment is
contingent upon the awards vesting. Only the time-based restricted shares, which continue to
receive non-forfeitable dividends, are considered a participating security. Basic and
diluted earnings per share are calculated using the two-class method in accordance with the
Earnings Per Share Topic of the ASC.

The Sherwin-Williams Company     101 West Prospect Avenue, Cleveland, Ohio 44115

Mr. Rufus Decker

June 8, 2010

Page 7

    Three Months Ended

    [Date]

    [Date]

    Basic

    Average common shares outstanding

    XXX,XXX,XXX

    XXX,XXX,XXX

    Net income

    $
    XX,XXX

    $
    XX,XXX

    Less net income allocated to unvested
restric