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corresp

Sean P. Hennessy

Senior Vice President – Finance

and Chief Financial Officer

Phone: 216-566-2573

June 9, 2011

By EDGAR

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, N.E.

Washington, DC 20549-4631

    Re:

    The Sherwin-Williams Company

Form 10-K for the year ended December 31, 2010

Form 10-Q for the period ended March 31, 2011

Definitive Proxy Statement on Schedule 14A filed on March 9, 2011

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 comments of the Staff of the Division of Corporation
Finance contained in your letter dated May 25, 2011 regarding your review of Sherwin-Williams’
filings noted above.

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, 2010

Item 15. Exhibits and Financial Statement Schedules, page 21

    1.

    Comment: You have included your Schedule II — Valuation and Qualifying Accounts and
Reserves for the years ended December 31, 2010, 2009 and 2008. Please confirm that this
financial statement schedule was audited by your independent registered public accounting
firm. If so, please make arrangements with your independent registered public accounting firm
to revise its opinion in future fillings to reference the financial statement schedule
included in Item 15(a) of your Form 10-K for the year ended December 31, 2010. Otherwise, you
may also include similar information to Schedule II in the notes to your consolidated
financial statements. Refer to Rule 5-04 of Regulation S-X.

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

Mr. Rufus Decker

June 9, 2011

Page 2

    Response: The Registrant’s independent registered public accounting firm audited
Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31,
2010, 2009 and 2008. The Consent of Independent Registered Public Accounting Firm in Exhibit
23 of the Form
10-K discloses that the audits included the financial statement schedule listed in Item 15(a).
The Registrant believes that the disclosure in the Consent of Independent Registered Public
Accounting Firm is sufficient.

Exhibit 13 — Annual Report

Litigation, page 30

Insurance coverage litigation, page 32

    2.

    Comment: Please tell us why you have not provided all of the information required by
Item 103 of Regulation S-K for these actions.

    Response: The Santa Clara County, California public nuisance litigation and the
insurance coverage litigation initiated by the Company are the only pending legal proceedings
specifically described under Litigation, page 30, and Insurance Coverage Litigation, page 32.
All other disclosures regarding prior public nuisance proceedings are provided to put the
pending proceedings in historical context. In future filings, we will provide the information
required by Item 103 of Regulation S-K to the extent that Item 103 is or may be applicable to
such proceedings. See the response to comment 5 for an example of the revised future
disclosures in Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and Note 10, including the Santa Clara County, California public nuisance
litigation and the insurance coverage litigation.

Report of Management on Internal Control Over Financial Reporting, page 38

    3.

    Comment: We note your disclosure that internal control over financial reporting “are
designed to provide reasonable assurance that the Company has the ability to record, process,
summarize and report reliable financial information.” We also note your disclosure in the
last paragraph. This description appears to be based on the definition of internal control
over financial reporting set forth in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
As described, however, the description does not fully conform to the definition in those
rules. Please confirm for us that in its report management used the term “internal control
over financial reporting” as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act.
In future filings, if you define internal controls over financial reporting, please use or
reference the definition in Rules 13a-15(f) or 15d-15(f) under the Exchange Act.

    Response: Our Report of Management on Internal Control over Financial Reporting uses
the term “internal control over financial reporting” as defined in Rules 13a-15(f) and
15d-15(f). In future

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

Mr. Rufus Decker

June 9, 2011

Page 3

    filings, we will reference Rules 13a-15(f) and 15d-15(f) in the report.
See the response to comment 4 for an example of the future disclosure.

    4.

    Comment: Please confirm to us, and in future filings disclose that the assessment of
the effectiveness of the internal control over financial reporting was done with the
participation of your principal executive and principal financial officers, or persons
performing similar functions. We note that your disclosure in the second paragraph only
refers to your “management group.” See Rule 13a-15(c) under the Exchange Act.

    Response: The assessment of the effectiveness of the internal control over financial
reporting was done with the participation of the Company’s principal executive and principal
financial officers. In future filings, the Report of Management on Internal Control over
Financial Reporting will disclose this information. Below is an example of the future revised
Report of Management on Internal Control over Financial Reporting:

REPORT OF MANAGEMENT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Shareholders

The Sherwin-Williams Company

We are responsible for establishing and maintaining accounting and adequate internal control systems over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended which are designed to provide reasonable assurance that
the Company has the ability to record, process, summarize and report reliable financial information . We recognize that internal control over
financial reporting cannot provide absolute assurance of achieving financial reporting
objectives because of its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and is subject to the possibility of human
error or the circumvention or the overriding of internal control. Therefore, there is a
risk that material misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. However, we believe we have designed into the
process safeguards to reduce, though not eliminate, this risk. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

In order to ensure that the Company’s internal control over financial reporting was
effective as of December 31, 20XX, we conducted an assessment of its effectiveness under
the supervision and with the participation of our management group, including our
principal executive officer and principal financial officer. This assessment was based on
criteria established in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

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

Mr. Rufus Decker

June 9, 2011

Page 4

Based on our assessment of internal control over financial reporting under the criteria
established in Internal Control — Integrated Framework, we have concluded that, as of
December 31, 20XX, the Company’s internal control over financial reporting was effective
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. Our internal control over financial reporting
as of December 31, 20XX has been audited by Ernst & Young LLP, an independent registered
public accounting firm, and their report on the effectiveness of our internal control
over financial reporting is included on page XX of this report.

Note 10 — Litigation, page 65

    5.

    Comment: On page 65, you indicate that the Contingencies Topic of the ASC requires
disclosure of the contingency when there is a reasonable possibility that a loss or additional
loss may have been incurred if even the possibility may be remote. In discussing the public
nuisance claim litigation, it is not clear whether there is a reasonable possibility that a
loss or additional loss may have been incurred. In future filings, please disclose the range
of reasonably possible losses above the amount accrued, if applicable or state that they
cannot be estimated. If you believe that they cannot be estimated, please supplementally tell
us why not and describe for us your efforts to perform the estimate. Please also disclose the
amount of damages sought, if specified; and the amount of any accrual, if necessary for an
understanding of this public nuisance claim litigation. Please show us in your supplemental
response what the revisions will look like. Refer to ASC 450-20-50.

    Response: The lead pigment and lead-based paint litigation includes all litigation
relating to the Company’s prior manufacture and sale of lead pigments and lead-based paints,
including the public nuisance claim litigation and the litigation seeking damages from alleged
personal injury. We will change the prominence of the headings to make this more
clear in future filings. Except for the Santa Clara County, California proceeding,
all public nuisance claims to date have been resolved in the Company’s favor. The Santa Clara
County, California proceeding is disclosed on page 66. The plaintiffs seek the abatement,
which has yet to be defined, of the alleged public nuisance that exists within the plaintiffs’
jurisdictions. It is not possible to estimate the range of reasonably possible losses as
there is no prior history of a loss of this nature, and there is no substantive information
upon which an estimate could be based. Below is an example of the future revised disclosure:

NOTE 10—LITIGATION

In the course of its business, the Company is subject to a variety of claims and
lawsuits, including litigation relating to product liability and warranty, personal
injury, environmental, intellectual property, commercial, contractual and antitrust
claims that are inherently subject to many uncertainties regarding the possibility of a
loss to the Company. These uncertainties will ultimately be resolved when one or more
future events occur or fail to occur confirming the incurrence of a liability or the
reduction of a liability. In accordance with the Contingencies Topic of the ASC, the
Company accrues for these contingencies by a charge to income when it

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

Mr. Rufus Decker

June 9, 2011

Page 5

is both probable
that one or more future events will occur confirming the fact of a loss and the amount of
the loss can be reasonably estimated. In the event that the Company’s loss contingency is
ultimately determined to be significantly higher than currently accrued, the recording of
the additional liability may result in a material impact on the Company’s results of
operations, liquidity or financial condition for the annual or interim period during
which such additional liability is accrued. In those cases where no accrual is recorded
because it is not probable that a liability has been incurred and cannot be reasonably
estimated, any potential liability ultimately determined to be attributable to the
Company may result in a material impact on the Company’s results of operations, liquidity
or financial condition for the annual or interim period during which such liability is
accrued. In those cases where no accrual is recorded or exposure to loss exists in excess
of the amount accrued, the Contingencies Topic of the ASC requires disclosure of the
contingency when there is a reasonable possibility that a loss or additional loss may
have been incurred if even the possibility may be remote.

Lead pigment and lead-based paint litigation. The Company’s past operations included the
manufacture and sale of lead pigments and lead-based paints. The Company, along with
other companies, is and has been a defendant in a number of legal proceedings, including
individual personal injury actions, purported class actions, and actions brought by
various counties,
cities, school districts and other government-related entities, arising from the
manufacture and sale of lead pigments and lead-based paints. The plaintiffs’ claims have
been based upon various legal theories, including negligence, strict liability, breach of
warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and
omissions, concert of action, civil conspiracy, violations of unfair trade practice and
consumer protection laws, enterprise liability, market share liability, public nuisance,
unjust enrichment and other theories. The plaintiffs seek various damages and relief,
including personal injury and property damage, costs relating to the detection and
abatement of lead-based paint from buildings, costs associated with a public education
campaign, medical monitoring costs and others. The Company is also a defendant in legal
proceedings arising from the manufacture and sale of non-lead-based paints that seek
recovery based upon various legal theories, including the failure to adequately warn of
potential exposure to lead during surface preparation when using non-lead-based paint on
surfaces previously painted with lead-based paint. The Company believes that the
litigation brought to date is without merit or subject to meritorious defenses and is
vigorously defending such litigation. The Company has not settled any lead pigment or
lead-based paint litigation. The Company expects that additional lead pigment and
lead-based paint litigation may be filed against the Company in the future asserting
similar or different legal theories and seeking similar or different types of damages and
relief.

Notwithstanding the Company’s views on the merits, litigation is inherently subject to
many uncertainties, and the Company ultimately may not prevail. Adverse court rulings or
determinations of liability, among other factors, could affect the lead pigment and
lead-based paint litigation against the Company and encourage an increase in the number
and nature of future claims and proceedings. In addition, from time to time, various
legislation and administrative regulations have been enacted, promulgated or proposed to
impose obligations

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

Mr. Rufus Decker

June 9, 2011

Page 6

on present and former manufacturers of lead pigments and lead-based
paints respecting asserted health concerns associated with such products or to overturn
the effect of court decisions in which the Company and other manufacturers have been
successful.

Due to the uncertainties involved, management is unable to predict the outcome of the
lead pigment and lead-based paint litigation, the number or nature of possible future
claims and proceedings, or the effect that any legislation and/or administrative
regulations may have on the litigation or against the Company. In addition, management
cannot reasonably determine the scope or amount of the potential costs and liabilities
related to such litigation, or r