SecProbe.io

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 July 8, 2025

Allen Mistysyn
Senior Vice President Finance and Chief Financial Officer
Sherwin-Williams Company
101 West Prospect Avenue
Cleveland OH 44115

 Re: Sherwin-Williams Company
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-04851
Dear Allen Mistysyn:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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</DOCUMENT>

CORRESP
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 filename1.htm

 Document The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, OH 44115-1075 Allen J. Mistysyn Senior Vice President – Finance and Chief Financial Officer June 30, 2025 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, DC 20549 Attention: Patrick Kuhn Abe Friedman Re:     The Sherwin-Williams Company Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 20, 2025 File No. 001-04851 Ladies and Gentlemen: We have set forth below the response of The Sherwin-Williams Company (“Sherwin-Williams” or “Company”) to address the comments of the Staff of the Division of Corporation Finance contained in your letter dated June 18, 2025 regarding your review of the Company’s above-referenced 2024 Form 10-K filed on February 20, 2025 (“2024 Form 10-K”). For your convenience, we have restated in bold type each of the Staff’s comments followed by our response. Form 10-K for the Fiscal Year Ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Summary, page 24 June 30, 2025 Page 2 1. Comment: We note you disclose Adjusted EBITDA within your summary bullet points. When presenting non-GAAP measures, please present the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please make similar revisions to your press releases furnished under Item 2.02 of Form 8-K when presenting your non-GAAP measures in the summary section of your releases. Response : The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that in future periodic reports, as well as the Company’s press releases furnished under Item 2.02 of Form 8-K, when the Company presents a non-GAAP measure, it will present the most directly comparable GAAP measure with equal or greater prominence. The Company confirms when presenting Adjusted EBITDA, it will include a presentation of Net income with equal or greater prominence. Notes to the Consolidated Financial Statements Note 22 - Reportable Segment Information, page 90 2. Comment: Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses your reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for guidance. Response : The Company respectfully acknowledges the Staff’s comment. As described within Note 22, the Chief Operating Decision Maker (“CODM”) evaluates the performance of and allocates resources to the reportable segments based on Segment profit or loss, which represents each segment’s Income before income taxes. The CODM reviews actual results versus comparable forecasted and historical financial information with the broader leadership team to assess performance and allocate resources on a monthly basis. In future filings, the Company will enhance its disclosure to provide additional information on the process utilized by the CODM to evaluate the performance of and allocate resources to each reportable segment. Below is the Company’s proposed disclosure for illustrative purposes, which has been marked to show changes from the Company’s 2024 Form 10-K disclosure. The Company’s CODM has been identified as the Chair, President and Chief Executive Officer because she has the final authority over performance assessment and resource allocation decisions. Because of the diverse operations of the Company, the CODM regularly receives and uses discrete financial information about each Reportable Segment as well as select supplemental financial information about certain divisions, business units or subsidiaries of the Company. The CODM uses all such financial information for performance assessments and resource allocation decisions by comparing actual results versus forecasted and historical financial information and discussing observations with the broader leadership team responsible for managing the operations of each reportable segment on a monthly basis. This includes probing inquiries and consideration of relevant internal and external factors to drive meaningful insights and specific actions. The CODM evaluates the performance of and allocates resources to the Reportable Segments based on Segment profit or loss, which represents the segments’ Income before income taxes. The accounting policies of the Reportable Segments are the same as those described in Note 1. June 30, 2025 Page 3 We thank the Staff for its review of our filing to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in our filings. If the Staff has any questions regarding our responses or any additional comments, please feel free to contact me at (216) 566-2066. Sincerely, /s/ Allen J. Mistysyn Allen J. Mistysyn Senior Vice President – Finance and Chief Financial Officer

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 June 18, 2025

Allen Mistysyn
Senior Vice President Finance and Chief Financial Officer
Sherwin-Williams Company
101 West Prospect Avenue
Cleveland OH 44115

 Re: Sherwin-Williams Company
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-04851
Dear Allen Mistysyn:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Summary, page 24

1. We note you disclose Adjusted EBITDA within your summary bullet
 points. When presenting non-GAAP measures, please present the most
directly
 comparable GAAP measure with equal or greater prominence. Refer to Item
 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the staff's
Compliance
 and Disclosure Interpretations on Non-GAAP Financial Measures. Please
make
 similar revisions to your press releases furnished under Item 2.02 of
Form 8-K when
 presenting your non-GAAP measures in the summary section of your
releases.
Notes to the Consolidated Financial Statements
Note 22 - Reportable Segment Information, page 90

2. Please tell us how your disclosure complies with the requirement to
disclose how
 the chief operating decision maker uses your reported measure of segment
profit or
 June 18, 2025
Page 2

 loss in assessing segment performance and deciding how to allocate
resources
 pursuant to ASC 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for
guidance.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Patrick Kuhn at 202-551-3308 or Abe Friedman at
202-551-8298 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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October 10, 2024
Allen J. Mistysyn
Senior Vice President – Finance and Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-04851
Dear Allen J. Mistysyn:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, OH 44115-1075

Allen J. Mistysyn

Senior Vice President – Finance and

Chief Financial Officer

September 19, 2024

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

Attention: Aamira Chaudhry

Theresa Brillant

Re:     The Sherwin-Williams Company

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 20, 2024

File No. 001-04851

Ladies and Gentlemen:

We have set forth below the response of The Sherwin-Williams Company (“Sherwin-Williams” or “Company”) to address the comments of the Staff of the Division of Corporation Finance contained in your letter dated September 9, 2024 regarding your review of the Company’s above-referenced 2023 Form 10-K filed on February 20, 2024 (“2023 Form 10-K”).

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

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Outlook, page 24

September 20, 2024

Page 2

1.Comment: We note there are $1.100 billion of long-term debt maturities due in 2024 that are expected to be refinanced at higher interest rates. Please discuss the expected effects of this known trend or uncertainty on your future financial position, results of operations, and cash flows. See Item 303 of Regulation S-K. Note that this comment also applies to the $1.051 billion of long-term debt maturities due in 2025.

Response: The Company respectfully acknowledges the Staff’s comment and confirms the refinancing of the long-term debt maturing in 2024 was disclosed in the Outlook section of Management’s Discussion and Analysis of Financial Condition and Results of Operations to address the known uncertainty on the Company’s future financial position. Based on the amount of debt maturing in 2024 and interest rate forecasts at the time of the Company’s filing, the Company did not expect the impact of higher interest rates from the refinancing of debt maturing in 2024 would be reasonably likely to have a material effect on our future results of operations, financial position, or cash flows. As such, the Company did not discuss the potential future impacts of the refinancing.

Regarding the Company’s long-term debt maturing in 2025, at the time of filing its 2023 Form 10-K, the Company was assessing a course of action to manage its senior notes due in 2025 and determined there was no known trend or uncertainty that would be reasonably likely to have a material effect on our future financial position, results of operations, or cash flows. The Company regularly reviews its options and strategies to manage its long-term debt structure and discloses material trends and uncertainties when known. We acknowledge the guidance in Item 303 of Regulation S-K and confirm we will continue to disclose any known material favorable or unfavorable trends and uncertainties in future filings.

Non-GAAP Financial Measures

Free Cash Flow, page 34

2.Comment: We note you include an adjustment in your calculation of free cash flow that is not typically included in the calculation of the measure. Please revise the title of the measure to "adjusted" free cash flow. Refer to Question 102.07 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response: The Company respectfully acknowledges the Staff’s comment. Question 102.07 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations indicates that because the free cash flow measure does not have a uniform definition, a clear description of how this measure is calculated, as well as the necessary reconciliation, should accompany the measure where it is used. Although the Company believes its presentation of free cash flow within Item 7 clearly describes how this measure is calculated and includes the necessary reconciliation, the Company will revise the title of this measure to “Free cash flow after dividends” in future filings.

Adjusted Diluted Net Income Per Share and Adjusted Segment Profit, page 35

3.Comment: We note that you exclude acquisition-related amortization expense relating to the Valspar acquisition from adjusted segment profit and adjusted diluted net income per share. Please revise to more clearly describe the nature of the amortization being excluded and why, and clarify that the related revenue being generated from these assets is not also being excluded.

Response: The Company respectfully acknowledges the Staff’s comment. In future filings, the Company will expand its disclosures to more clearly describe the nature of, and reason for, the exclusion of amortization expense related to the acquisition of The Valspar Corporation (“Valspar”) from adjusted diluted net income per share and adjusted segment profit. In addition, the expanded disclosures will clarify that the related revenue generated from these assets is not excluded. To facilitate the Staff’s review, below is the Company’s proposed disclosure using 2023 for illustrative purposes, which has been marked to show changes from the disclosures included in the Company’s 2023 Form 10-K.

September 20, 2024

Page 3

Adjusted Diluted Net Income Per Share

Management of the Company believes that investors’ understanding of the Company’s operating performance is enhanced by the disclosure of diluted net income per share excluding Valspar acquisition-related amortization expense and certain other adjustments. Valspar acquisition-related amortization expense is excluded from diluted net income per share due to its significance as a result of the purchase price assigned to finite-lived intangible assets at the date of acquisition and the related impact on underlying business performance and trends. While these intangible assets contribute to the Company’s revenue generation, the related revenue is not excluded. This adjusted earnings per share measurement is not in accordance with US GAAP. It should not be considered a substitute for earnings per share in accordance with US GAAP and may not be comparable to similarly titled measures reported by other companies. The following tables reconcile diluted net income per share computed in accordance with US GAAP to adjusted diluted net income per share.

 Year Ended

 December 31, 2023

 Pre-Tax  Tax
Effect (1)

  After-Tax

Diluted net income per share     $ 9.25

Items related to Restructuring Plan:

Severance and other $ .06    $ .02    .04

Impairment of assets related to China divestiture .13    .08    .05

Gain on divestiture of domestic aerosol business (.08)   (.02)   (.06)

Discrete income tax expense related to China divestiture (1)

 —    (.06)   .06

Total .11    .02    .09

Impairment related to trademarks .09    .02    .07

Devaluation of the Argentine Peso .16    —    .16

Acquisition-related amortization expense (2)

 1.03    .25    .78

Adjusted diluted net income per share     $ 10.35

(1) The tax effect is calculated based on the statutory rate and the nature of the item, unless otherwise noted.

(2)    Acquisition-related amortization expense, which is included within Selling, general and administrative expenses, consists of the amortization of intangible assets related to the Valspar acquisition. These intangible assets are primarily customer relationships and intellectual property and are being amortized over their remaining useful lives. and is included within Selling, general and administrative expenses.

Adjusted Segment Profit

Management of the Company believes that investors’ understanding of the Company’s operating performance is enhanced by the disclosure of segment profit excluding Valspar acquisition-related amortization expense and certain other adjustments. Valspar acquisition-related amortization expense is excluded from segment profit due to its significance as a result of the purchase price assigned to finite-lived intangible assets at the date of acquisition and the related impact on underlying business performance and trends. While these intangible assets contribute to the Company’s revenue generation, the related revenue is not excluded. This adjusted segment profit measurement is not in accordance with US GAAP. It should not be considered a substitute for segment profit in accordance with US GAAP and may not be comparable to similarly titled measures reported by other companies. The following tables reconcile segment profit computed in accordance with US GAAP to adjusted segment profit.

September 20, 2024

Page 4

 Year Ended December 31, 2023

 Paint Stores Group  Consumer Brands
Group  Performance Coatings
Group  Administrative  Total

Net sales $ 12,839.5    $ 3,365.6    $ 6,843.1    $ 3.7    $ 23,051.9

Income before income taxes $ 2,860.8    $ 309.3    $ 991.6    $ (1,051.8)   $ 3,109.9

as a % of Net sales 22.3  %  9.2  %  14.5  %    13.5  %

Items related to Restructuring Plan:

Severance and other   14.2    (0.2)   1.3    15.3

Impairment of assets related to
China divestiture   6.9      27.1    34.0

Gain on divestiture of domestic aerosol business       (20.1)   (20.1)

Total —    21.1    (0.2)   8.3    29.2

Impairment related to trademarks   23.9        23.9

Devaluation of the Argentine Peso   30.8    11.0      41.8

Acquisition-related amortization

expense (1)

   69.3    196.8      266.1

Adjusted segment profit $ 2,860.8    $ 454.4    $ 1,199.2    $ (1,043.5)   $ 3,470.9

as a % of Net sales 22.3  %  13.5  %  17.5  %    15.1  %

(1)    Acquisition-related amortization expense, which is included within Selling, general and administrative expenses, consists of the amortization of intangible assets related to the Valspar acquisition. These intangible assets are primarily customer relationships and intellectual property and are being amortized over their remaining useful lives. and is included in Selling, general and administrative expenses.

We thank the Staff for its review of our filing to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in our filings.

If the Staff has any questions regarding our responses or any additional comments, please feel free to contact me at (216) 566-2066.

Sincerely,

/s/ Allen J. Mistysyn

Allen J. Mistysyn

Senior Vice President – Finance and Chief Financial Officer

September 9, 2024
Allen J. Mistysyn
Senior Vice President – Finance and Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-04851
Dear Allen J. Mistysyn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations
Outlook, page 24
1.We note there are $1.100 billion of long-term debt maturities due in 2024 that are
expected to be refinanced at higher interest rates.  Please discuss the expected effects of
this known trend or uncertainty on your future financial position, results of operations,
and cash flows.  See Item 303 of Regulation S-K.  Note that this comment also applies to
the $1.051 billion of long-term debt maturities due in 2025.
Non-GAAP Financial Measures
Free Cash Flow, page 34
We note you include an adjustment in your calculation of free cash flow that is not
typically included in the calculation of the measure.  Please revise the title of the measure
to "adjusted" free cash flow.  Refer to Question 102.07 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
 2.

September 9, 2024
Page 2

Adjusted Diluted Net Income Per Share and Adjusted Segment Profit, page 35
3.We note that you exclude acquisition-related amortization expense relating to the Valspar
acquisition from adjusted segment profit and adjusted diluted net income per share.
Please revise to more clearly describe the nature of the amortization being excluded and
why, and clarify that the related revenue being generated from these assets is not also
being excluded.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-3307
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 22, 2023
Allen J. Mistysyn
Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-04851
Filed February 22, 2023
Dear Allen J. Mistysyn:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, OH 44115-1075

Allen J. Mistysyn

Senior Vice President - Finance and

Chief Financial Officer

May 12, 2023

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

Attention: Amy Geddes

Lyn Shenk

Re:     The Sherwin-Williams Company

Form 10-K for the Year Ended December 31, 2022

File No. 001-04851

Filed February 22, 2023

Ladies and Gentlemen:

We have set forth below the response of The Sherwin-Williams Company (“Sherwin-Williams” or “Company”) to address the comment of the Staff of the Division of Corporation Finance contained in your letter dated May 4, 2023 regarding your review of Sherwin-Williams’ filing noted above.

For your convenience, we have restated in bold type the Staff’s comment followed by our response.

Form 10-K for the Year Ended December 31, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 23

1.Comment: Please quantify the extent to which changes in revenue are attributable to changes in prices and volumes. For example, you disclose that net sales in The Americas Group increased

May 12, 2023

Page 2

primarily due to selling price increases as well as volume growth in all end markets, particularly residential repaint, but do not quantify these factors. Refer to Item 303(b)(2)(iii) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment. We sell thousands of products, including, but not limited to, liquid and powder coatings, painting sundries, caulks, adhesives, aerosols and floor coverings to professional, industrial, commercial and retail customers across multiple geographic regions. These products have varying pricing structures and sell in numerous volumes, unit compositions and measures of weight. These factors make it impractical for the Company to precisely quantify changes in revenue whether due to prices or volumes. As a result, we do not publicly disclose specific price and volume impacts. However, for managerial purposes, we estimate these impacts at a higher level to understand changes in revenue and would propose leveraging this information for future disclosures.

Below is the Company’s proposed disclosure using the Annual Report on Form 10-K for the year ended December 31, 2022 for illustrative purposes, which has been marked to facilitate the Staff's review.

Net Sales

 Year Ended December 31,

 2022  2021  $ Change  % Change

Net Sales:

The Americas Group $ 12,661.0    $ 11,217.0    $ 1,444.0    12.9  %

Consumer Brands Group 2,690.7    2,721.6    (30.9)   (1.1) %

Performance Coatings Group 6,793.5    6,003.8    789.7    13.2  %

Administrative 3.7    2.2    1.5    68.2  %

Total $ 22,148.9    $ 19,944.6    $ 2,204.3    11.1  %

Consolidated Net sales for 2022 increased 11.1% primarily due to selling price increases in all Reportable Segments and higher product sales volume in The Americas Group, partially offset by lower sales volume in the Consumer Brands and Performance Coatings Groups. Currency translation rate changes decreased 2022 consolidated Net sales by 1.5%, while acquisitions which were completed during the past twelve months added approximately 1.1% to consolidated Net sales. Net sales of all consolidated foreign subsidiaries increased 1.7% to $4.294 billion for 2022 versus $4.223 billion for 2021 primarily due to benefits from acquisitions offset by weakening demand in the Europe and Asia Pacific regions. Net sales of all operations other than consolidated foreign subsidiaries increased 13.6% to $17.855 billion for 2022 versus $15.722 billion for 2021.

Net sales in The Americas Group increased primarily due to selling price increases, which impacted sales by a low double digit percentage, as well as low single digit volume growth in all end markets, particularly residential repaint. Net sales from stores in U.S. and Canada open for more than twelve calendar months increased 11.7% in the year over last year’s comparable period. Currency translation rate changes reduced Net sales by 0.4% compared to 2021. During 2022, The Americas Group opened 89 new stores and closed 17 redundant locations for a net increase of 72 stores, with a net increase of 75 new stores in the U.S. and Canada. The total number of stores in operation at December 31, 2022 was 4,931 in the United States, Canada, Latin America and the Caribbean. The Americas Group’s objective is to expand its store base by an average of 2% each year, primarily through organic growth. Sales of products other than paint increased approximately 0.2% over last year. A discussion of changes in volume versus pricing for sales of products other than paint is not pertinent due to the wide assortment of general merchandise sold.

Net sales of the Consumer Brands Group decreased in 2022 primarily due to lower a high single digit decrease in sales volumes in all regions and, inclusive of the Wattyl divestiture, partially offset by selling price increases in all regions which impacted sales by a high single digit percentage. Currency translation rate changes decreased Net sales by 1.1% compared to 2021.

May 12, 2023

Page 3

The Performance Coatings Group’s Net sales in 2022 increased primarily due to higher organic sales driven by selling price increases in all end markets which impacted sales by a mid-teens percentage, partially offset by lower a low single digit decrease in sales volumes. Currency translation rate changes decreased Net sales 3.8% compared to 2021, largely offset by the impact of acquisitions completed during the past twelve months which added approximately 3.7% to Net sales. In 2022, the Performance Coatings Group added 35 new branches, increasing the total to 317 branches open in the United States, Canada, Mexico, South America, Europe and Asia.

Net sales in the Administrative segment, which primarily consists of external leasing revenue of excess headquarters space and leasing of facilities no longer used by the Company in its primary business, increased by an insignificant amount in 2022.

We want to thank the Staff for its review of our filing to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in our filings.

If the Staff has any questions regarding our responses or any additional comments, please feel free to contact me at (216) 566-2066.

Sincerely,

/s/ Allen J. Mistysyn

Allen J. Mistysyn

Senior Vice President – Finance and Chief Financial Officer

United States securities and exchange commission logo
May 4, 2023
Allen J. Mistysyn
Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-04851
Filed February 22, 2023
Dear Allen J. Mistysyn:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis
Results of Operations, page 23
1.Please quantify the extent to which changes in revenue are attributable to changes in
prices and volumes.  For example, you disclose that net sales in The Americas Group
increased primarily due to selling price increases as well as volume growth in all end
markets, particularly residential repaint, but do not quantify these factors.  Refer to Item
303(b)(2)(iii) of Regulation S-K.

 FirstName LastNameAllen J.  Mistysyn
 Comapany NameThe Sherwin-Williams Company
 May 4, 2023 Page 2
 FirstName LastName
Allen J.  Mistysyn
The Sherwin-Williams Company
May 4, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
October 6, 2022
John G. Morikis
Chairman and Chief Executive Officer
Sherwin-Williams Co.
101 West Prospect Avenue
Cleveland, OH 44115
Re:Sherwin-Williams Co.
Definitive Proxy Statement on Schedule 14A
Filed March 9, 2022
File No. 001-04851
Dear John G. Morikis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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CORRESP

 Mary L. Garceau

 Senior Vice President

 General Counsel and Secretary

 September 28, 2022

 CORRESPONDENCE FILING VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Disclosure Review Program

100 F Street, NE

 Washington, D.C. 20549

Attention:

 Christopher Dunham

 Amanda Ravitz

Re:
 The Sherwin-Williams Company

Definitive Proxy Statement on Schedule 14A

Filed March 9, 2022

File No. 001-04851

Ladies and Gentlemen:

 The Sherwin-Williams Company, an Ohio
corporation (the “Company”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 19, 2022 (the
“Comment Letter”), in regard to the above-referenced Definitive Proxy Statement on Schedule 14A relating to the Company’s Annual Meeting of Shareholders held on April 20, 2022, filed on March 9, 2022 (the “Proxy
Statement”).

 Below are the Company’s responses to the comments contained in the Comment Letter. For your convenience, we have restated in bold
type each of the Staff’s comments followed by our response.

 Definitive Proxy Statement on Schedule 14A filed March 9, 2022

General

1.
 Comment: Please expand your discussion to address how the experience of your Lead Director is
brought to bear in connection with your board’s role in risk oversight.

 Response: The Company
respectfully acknowledges the Staff’s comment and confirms that it will enhance its future proxy disclosures in accordance with this topic.

2.
 Comment: Please expand upon the role that your Lead Director plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your Lead Director may:

•

 represent the board in communications with shareholders and other stakeholders;

•

 require board consideration of, and/or override your CEO on, any risk matters; or

•

 provide input on design of the board itself.

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

 Phone:
216-566-2478 Fax: 216-566-2947

 United States Securities and Exchange Commission

Division of Corporate Finance

 Disclosure Review Program

September 28, 2022

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and confirms
that it will enhance its future proxy disclosures in accordance with this topic.

3.
 Comment: Please expand upon how your board administers its risk oversight function. For
example, please disclose:

•

 the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you
apply different oversight standards based upon the immediacy of the risk assessed;

•

 whether you consult with outside advisors and experts to anticipate future threats and trends, and how often
you re-assess your risk environment;

•

 how the board interacts with management to address existing risks and identify significant emerging risks;

•

 whether you have a Chief Compliance Officer and to whom this position reports; and

•

 how your risk oversight process aligns with your disclosure controls and procedures.

 Response: The Company respectfully acknowledges the Staff’s comment and confirms that it will enhance
its future proxy disclosures in accordance with this topic.

 The Company also confirms it will describe any material developments to its risk oversight
structure in future proxy disclosures.

 * * * * * * * *

We want to thank the Staff for its review of our filings to assist us in compliance with the applicable disclosure requirements and to enhance the overall
disclosures in our filings.

 If the Staff has any questions regarding our responses or any additional comments, please feel free to contact Stephen J.
Perisutti at (216) 566-2543 or me at (216) 566-2478.

 Sincerely,

/s/ Mary L. Garceau

cc:
 John G. Morikis, Chairman and Chief Executive Officer

Stephen J. Perisutti, Vice President, Deputy General Counsel and Assistant Secretary

United States securities and exchange commission logo
September 19, 2022
John G. Morikis
Chairman and Chief Executive Officer
Sherwin-Williams Co.
101 West Prospect Avenue
Cleveland, OH 44115
Re:Sherwin-Williams Co.
Definitive Proxy Statement on Schedule 14A
Filed April 20, 2022
File No. 001-04851
Dear Mr. Morikis:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 20, 2022
General
1.Please expand your discussion to address how the experience of your Lead Director is
brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Director plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Lead Director
may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the

 FirstName LastNameJohn G. Morikis
 Comapany NameSherwin-Williams Co.
 September 19, 2022 Page 2
 FirstName LastName
John G. Morikis
Sherwin-Williams Co.
September 19, 2022
Page 2
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
July 22, 2021
Jane M. Cronin
Senior Vice President – Corporate Controller
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 19, 2021
File No. 001-04851
Dear Ms. Cronin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, OH 44115-1075

Jane M. Cronin

Senior Vice President - Corporate Controller

July 2, 2021

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

Attention: Aamira Chaudhry

Doug Jones

Re:     The Sherwin-Williams Company

Form 10-K for the Year Ended December 31, 2020

Filed February 19, 2021

File No. 001-04851

Ladies and Gentlemen:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams” or “Company”) to address the comments of the Staff of the Division of Corporation Finance contained in your letter dated June 21, 2021 regarding your review of Sherwin-Williams’ filing noted above.

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

Form 10-K for the Year Ended December 31, 2020

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 27

1.Comment:  Cost of goods sold is the largest expense item and appears to be material to your results, yet there is no discussion and analysis of it. Please include a discussion and analysis of cost of goods sold as appropriate and material. In your disclosure, consider discussing and quantifying components of costs of goods sold to the extent material to the change in cost of goods sold between periods. Include a description in quantitative and qualitative terms of the underlying reasons associated with any components discussed. Refer to Item 303(a), introductory

July 2, 2021

Page 2

paragraph of Item 303(b) and Item 303(b)(2) of Regulation S-X and Section III.B.4 of Release No. 33-8350 for guidance.

Response: The Company respectfully acknowledges the Staff’s comment. Although the Company believes that the material drivers of cost of goods sold are included within the discussion of gross profit in order of quantitative significance, the Company confirms that in future filings, it will expand its disclosure to separately address cost of goods sold and include a quantitative and qualitative analysis as appropriate.

Below is the Company’s proposed disclosure using 2020 for illustrative purposes, which has been marked to show changes from the Company’s Annual Report on Form 10-K disclosure for the year ended December 31, 2020 to facilitate the Staff’s review.

Income Before Income Taxes

The following tables presents the components of income before income taxes as a percentage of net sales:

(millions of dollars, except % of sales data) Year Ended December 31,

 2020  2019

   % of Net Sales    % of Net Sales

Net sales $ 18,361.7  100.0  %  $ 17,900.8  100.0  %

Cost of goods sold 9,679.1  52.7  %  9,864.7  55.1  %

Gross profit 8,682.6  47.3  %  8,036.1  44.9  %

Selling, general, and administrative expenses 5,477.9  29.8  %  5,274.9  29.5  %

Other general expense - net 27.7  0.2  %  39.1  0.2  %

Amortization 313.4  1.7  %  312.8  1.7  %

Impairment of trademarks 2.3  —  %  122.1  0.7  %

Interest expense 340.4  1.9  %  349.3  2.0  %

Interest and net investment income (3.6)  —  %  (25.9)  (0.1) %

California litigation expense —  —  %  (34.7)  (0.2) %

Other expense - net 5.3  —  %  16.7  —  %

Income before income taxes $ 2,519.2  13.7  %  $ 1,981.8  11.1  %

Cost of goods sold decreased $185.6 million, or 1.9%,  in 2020 compared to 2019 primarily due to lower raw material costs and currency translation rate changes, partially offset by higher sales volume. Although the trend in recent years has been for increases in raw material costs (including titanium dioxide and petrochemical feedstock sources), the Company experienced a decrease in raw material costs primarily due to market conditions arising from the COVID-19 pandemic. Currency translation rate changes decreased 2020 cost of goods sold by 1.3%.

Consolidated gross profit increased $646.5 million in 2020 compared to the same period in 2019. Consolidated gross profit as a percent to consolidated net sales increased to 47.3% in 2020 from 44.9% in 2019. Consolidated gross profit dollars and percent improved as a result of favorable customer and product mix in The Americas Group and the Consumer Brands Group, and moderating raw material costs, partially offset by unfavorable currency translation rate changes.

The Americas Group’s gross profit for 2020 increased $388.2 million compared to the same period in 2019. The Americas Group’s gross profit dollars and margin improved as a result of favorable customer and product mix and moderating raw material costs. Favorable customer and product mix in The Americas Group was driven by higher demand in residential repaint, DIY and new residential paint sales, partially offset by the impact of COVID-19 on demand in some end

July 2, 2021

Page 3

markets served. The Consumer Brands Group’s gross profit increased $221.0 million in 2020 compared to the same period in 2019. The Consumer Brands Group’s gross profit dollars and margin improved due primarily to higher volume sales, product portfolio improvements and international cost reductions. The Performance Coatings Group’s gross profit for 2020 increased $21.1 million compared to the same period in 2019. The Performance Coatings Group’s gross profit dollars and margin improved due primarily to moderating raw material costs, partially offset by unfavorable currency translation rate changes.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income Before Income Taxes, page 28

2.Comment:  In the discussion of gross profit on page 28, you state gross profit dollars and percent improved as a result of favorable customer and product mix. Please expand your disclosure to describe the underlying reasons in quantitative and qualitative terms associated with these factors. Refer to the introductory paragraph of Item 303(b) of Regulation S-X and Section III.B.4 of Release No. 33-8350 for guidance. Additionally, quantify other factors cited as causes for the change in gross profit so investors may understand the magnitude of the impact of each, pursuant to section 501.04 of the staff’s Codification of Financial Reporting Policies.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that in future filings, it will expand its disclosure to include further quantitative and qualitative discussion of the factors driving the change in gross profit. The proposed disclosure included in the response to the Staff's first comment illustrates the expanded disclosure.

Item 8. Financial Statements and Supplementary Data

Note 17. Revenue, page 80

3.Comment:  You disclose you provide disaggregated revenue by reportable segment. You also disclose the CODM uses information by geographic region/divisions, product and customer type, business units and subsidiaries to assess performance of and allocate resources to your reportable segments. We also note discussion in your first quarter 2021 earnings conference call in regard to sales for various product types, businesses, divisions, segments and regions. Please tell us what consideration you gave to guidance in ASC 606-10-50-5 in disclosing additional disaggregated revenue information.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that pursuant to ASC 606-10-50-5, it considered the appropriate level of revenue disaggregation to depict the nature, amount, timing and uncertainty of revenue and cash flows that are affected by economic factors.

In applying the disaggregation framework, the Company began with its segment information that management utilizes internally to assess performance and make decisions regarding allocation of resources. This was then supplemented with consideration of multiple factors, including the following categories discussed in ASC 606-10-55-91:

–Reportable segments: The Company’s three reportable operating segments as of December 31, 2020 were:

◦The Americas Group (TAG), which represented 57% of consolidated net external sales with over 95% generated in the Company's North America region (comprised of the United States, Canada and the Caribbean region).

July 2, 2021

Page 4

◦Consumer Brands Group (CBG), which represented 16% of consolidated net external sales with over 80% generated in the Company’s North America region.

◦Performance Coatings Group (PCG), which represented 27% of consolidated net external sales with over 50% generated in the Company’s North America region.

–Type of good or service: The Company manufacturers and sells paint, stains, supplies, equipment and floor covering products, as well as a broad range of industrial coatings. As described in Note 21, this product differentiation is reflected in our reportable segments as follows:

◦TAG sells paints, stains and supplies primarily through its company-operated specialty paint stores. These stores market and sell Sherwin-Williams® and other controlled brand architectural paint and coatings, protective and marine products, OEM product finishes and related products.

◦CBG supplies a broad portfolio of branded and private-label architectural paint, stains, varnishes, industrial products, wood finishes products, wood preservatives, applicators, corrosion inhibitors, aerosols, caulks and adhesives to retailers and distributors throughout North America, as well as in Australia, New Zealand, China and Europe.

◦PCG develops and sells industrial coatings for wood finishing and general industrial (metal and plastic) applications, automotive refinish, protective and marine coatings, coil coatings, packaging coatings and performance-based resins and colorants worldwide.

–Geographical region: As described in Note 21, the Company is organized around its operating segments with operations in the following regions:

◦TAG operates in the United States, Canada, Latin America and the Caribbean region.

◦CBG operates in North America, Australia, New Zealand, China and Europe.

◦PCG operates worldwide.

Further, the Company highlights the disclosure of consolidated revenue by geography in Note 21 with the disclosure of external sales by foreign subsidiaries. External sales by foreign subsidiaries as a percent of the Company’s consolidated total sales for 2020, 2019 and 2018 were 19.5%, 20.6% and 23.0%, respectively. Additionally, external sales in each geographic region outside of the North America region were each less than 10% of consolidated sales. As a result, management believes there is no individual geographic risk that is material to the Company's revenues outside of North America.

–Type of contract / duration: As disclosed in Note 17, a large portion of the Company's revenue is recognized at a point in time and generated with customers who are not engaged in a long-term supply agreement or any form of contract with the Company.

–Timing of transfer of goods or services: As disclosed in Note 17, revenue is primarily recognized at a point in time for transactions in all segments based on nature of products sold.

–Sales channels: As disclosed in Note 21, TAG is engaged in servicing the needs of architectural and industrial paint contractors and do-it-yourself homeowners, CBG supplies a broad portfolio of products to retailers and distributors, while PCG primarily sells industrial coatings to global manufacturing customers.

After evaluating the information above, the Company determined that the disaggregation of revenue by reportable segment, coupled with the disclosures in Note 17 around the Company’s revenue and in Note 21 around the Company’s reportable segments, provided a user with an appropriate view of the

July 2, 2021

Page 5

Company’s revenue as the current disclosure provides a view of the Company’s revenue by the  (i) product type given the distinct nature of offerings in each segment, (ii) sales channel given the distinct customer targeted by each segment with their product offerings, and (iii) geography given the relative proportion of consolidated results that each segment represents and the geographies in which each segment operates.

The Company acknowledges that its quarterly communications with investors since the acquisition of Valspar in June 2017 have included expanded disclosure around directional sales information for various product types, businesses, divisions, segments and regions to supplement investors understanding of the Company’s quarterly results. The Company does not believe that this supplemental information changes the depiction of how the nature, amount, timing and uncertainty of revenue and cash flows are impacted by economic factors given the composition of products sold, targeted customer base and sales channels utilized by each reportable segment.

While the Company believes that its disclosure of revenue at the reportable segment level remains appropriate as discussed above, the Company will expand its disclosure in future filings to clarify the geographic distribution of its sales. Below is the Company’s proposed enhancement to the Revenue disclosure using 2020 for illustrative purposes, which has been marked to show changes from the Company’s Annual Report on Form 10-K disclosure for the year ended December 31, 2020.

Refer to Note 21 for the Company’s disaggregation of net sales by reportable segment. As the reportable segments are aligned by similar economic factors, trends and customers, this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Approximately 80% of the Company’s net external sales are in the Company’s North America region (which is comprised of the United States, Canada and the Caribbean region), slightly less than 10% in the EMEAI region (Europe, Middle East, Africa and India), with the remaining global regions accounting for the residual balance. No individual country outside of the United States is individually significant.

We want to thank the Staff for its review of our filings to assist us in compliance with the applicable disclosure requirements and to enhance the overall disclosures in our filings.

If the Staff has any questions regarding our responses or any additional comments, please feel free to contact me at (216) 566-2986.

Sincerely,

/s/ Jane M. Cronin

Jane M. Cronin

Senior Vice President - Corporate Controller

United States securities and exchange commission logo
June 21, 2021
Jane M. Cronin
Senior Vice President – Corporate Controller
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 19, 2021
File No. 001-04851
Dear Ms. Cronin:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 27
1.Cost of goods sold is the largest expense item and appears to be material to your results,
yet there is no discussion and analysis of it.  Please include a discussion and analysis of
cost of goods sold as appropriate and material.  In your disclosure, consider discussing
and quantifying components of costs of goods sold to the extent material to the change in
cost of goods sold between periods.  Include a description in quantitative and qualitative
terms of the underlying reasons associated with any components discussed. Refer to Item
303(a), introductory paragraph of Item 303(b) and Item 303(b)(2) of Regulation S-X and
Section III.B.4 of Release No. 33-8350 for guidance.
Income Before Income Taxes, page 28
2.In the discussion of gross profit on page 28, you state gross profit dollars and percent

 FirstName LastNameJane M. Cronin
 Comapany NameThe Sherwin-Williams Company
 June 21, 2021 Page 2
 FirstName LastName
Jane M. Cronin
The Sherwin-Williams Company
June 21, 2021
Page 2
improved as a result of favorable customer and product mix.  Please expand your
disclosure to describe the underlying reasons in quantitative and qualitative terms
associated with these factors.  Refer to the introductory paragraph of Item 303(b) of
Regulation S-X and Section III.B.4 of Release No. 33-8350 for guidance.  Additionally,
quantify other factors cited as causes for the change in gross profit so investors may
understand the magnitude of the impact of each, pursuant to section 501.04 of the staff’s
Codification of Financial Reporting Policies.
Item 8. Financial Statements and Supplementary Data
Note 17. Revenue, page 80
3.You disclose you provide disaggregated revenue by reportable segment.   You also
disclose the CODM uses information by geographic region/divisions, product and
customer type, business units and subsidiaries to assess performance of and allocate
resources to your reportable segments.  We also note discussion in your first quarter 2021
earnings conference call in regard to sales for various product types, businesses, divisions,
segments and regions.  Please tell us what consideration you gave to guidance in ASC
606-10-50-5 in disclosing additional disaggregated revenue information.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 6, 2019
Allen J. Mistysyn
Senior Vice President - Finance and Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, OH 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2018
Filed February 22, 2019
File No. 001-04851
Dear Mr. Mistysyn:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

		Document

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, OH 44115-1075

Allen J. Mistysyn

Senior Vice President - Finance and

Chief Financial Officer

November 25, 2019

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, NE

Washington, DC 20549

Attention:

 Jeffrey Gordon

Anne McConnell

Re:

 The Sherwin-Williams Company

Form 10-K for the Year Ended December 31, 2018

Filed February 22, 2019

Form 10-Q for the Period Ended June 30, 2019

Filed July 24, 2019

Item 2.02 Form 8-K

Filed October 22, 2019

CORRESP filed September 18, 2019

File No. 001-04851

Ladies and Gentlemen:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams” or "Company") to address the comments of the Staff of the Division of Corporation Finance contained in your letter dated November 15, 2019 regarding your review of Sherwin-Williams’ filings noted above.

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

Form 10-K for the Year Ended December 31, 2018

Exhibit 13

Note 9 - Other Long-Term Liabilities, page 62

1.

 Comment: We note your response to comment 2 and appreciate the additional disclosures you provided regarding the Gibbsboro site. Please expand your disclosures to also clarify the current stage at each of your other Major Sites, including whether remediation activities and implementation costs at each Major Site are reasonably estimable.

Response: The Company respectfully acknowledges the Staff's comment and will enhance its Other Long-Term Liabilities disclosure accordingly. For reference, excluding Gibbsboro, the other three Major Sites comprise in total between 10% and 20% of both the total environmental-related accrual and the total unaccrued maximum.

Below is the Company's proposed disclosure using information as of the third quarter of 2019 for illustrative purposes, which has been marked to show changes from the Company's Form 10-Q disclosure for the period ended September 30, 2019 to facilitate the Staff's review. The following proposed Form 10-Q disclosure encompasses the enhancements discussed in the Company's comment letter response dated September 18, 2019. The Company will present the following enhanced disclosure in both its future Forms 10-K and 10-Q, beginning with the Company's Form 10-K for the period ended December 31, 2019.

NOTE 8—OTHER LONG-TERM LIABILITIES

The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign 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.

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. In general, these laws provide that potentially responsible parties may be held jointly and severally liable for investigation and remediation costs regardless of fault. The Company may be similarly designated with respect to additional third-party sites in the future.

The Company initially provides for estimated costs of environmental-related activities relating to its past operations 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, which are not discounted, are determined based on currently available facts regarding each site. If the reasonably estimable 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 provided.

The Company continuously assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At September 30, 2019 and 2018, the Company had accruals reported on the Company's balance sheet as other long-term liabilities of $321.8 million and $209.9 million, respectively. Estimated costs of current investigation and remediation activities of $51.0 million and $27.0 million are included in other accruals at September 30, 2019 and 2018, respectively.

Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. If the Company's future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company's accrual for environmental-related activities would be $116.4 million higher than the minimum accruals at September 30, 2019. Additionally, costs for environmental-related activities may not be reasonably estimable at early stages of investigation and therefore would not be included in the unaccrued maximum amount.

Four of the Company’s currently and formerly owned manufacturing sites ("Major Sites") account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at September 30, 2019. At September 30, 2019, $322.2 million, or 86.4% of the total accrual, related directly to the Major Sites. In the aggregate unaccrued maximum of $116.4 million at September 30, 2019, $92.7 million, or 79.7%, related to the Major Sites. The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction, project management and other costs. While different for each specific environmental situation, these components generally each account for approximately 85%, 10%, and 5%, respectively, of the accrued amount and those percentages are subject to change over time. While environmental investigations and remedial actions are in different stages at these sites, additional investigations, remedial actions and monitoring will likely be required at each site.

The largest and most complex of the Major Sites is the Gibbsboro, New Jersey site ("Gibbsboro") which comprises the substantial majority of the environmental-related accrual. Gibbsboro, a former manufacturing plant, and related facilities, which ceased operations in 1978, has had various facilities included on the National Priorities List since 1999. This location has soil, waterbodies, and groundwater contamination related to the historic operations of the facility. Gibbsboro has been divided by the Environmental Protection Agency ("EPA") into six operable units ("OUs") based on location and characteristics, whose investigation and remediation efforts are likely to occur over an extended period of time. Each of the OUs are in various phases of investigation and remediation with the EPA that provide enough information to reasonably estimate cost ranges and record environmental-related accruals. The most significant assumptions underlying the reliability and precision of remediation cost estimates for the Gibbsboro site are the types and extent of contamination.

The remaining three Major Sites comprising the majority of the accrual include (1) a multi-party Superfund site that has received a record of decision from the federal EPA and is currently in the remedial design phase for one operable unit and for which a remedial investigation/feasibility study has been submitted for another operable unit, (2) a closed paint manufacturing facility that is in the operation and maintenance phase of remediation under both federal and state EPA programs, and (3) a formerly-owned site containing warehouse and office space that is in the remedial investigation phase under a state EPA program. Each of these three Major Sites are in phases of investigation and remediation that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.

Excluding the four Major Sites making up the majority of the accrual discussed above, no sites are individually material to the total accrual balance. There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution, and securing applicable governmental agency approvals, all of which have the potential to contribute to the uncertainty surrounding these future events. As these events occur and to the extent that the cost estimates of the environmental remediation change, the existing reserve will be adjusted.

Management cannot presently estimate the ultimate potential loss contingencies related to these sites or other less significant sites until such time as a substantial portion of the investigation at the sites is completed and remedial action plans are developed. Unasserted claims could have a material effect on the Company's loss contingency as more information becomes available over time. At September 30, 2019, the

Company did not have material loss contingency accruals related to unasserted claims. Management does not expect that a material portion of unrecognized loss contingencies will be recoverable through insurance, indemnification agreements or other sources. 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. Moreover, management does not believe that any potential liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company’s financial condition, liquidity, or cash flow due to the extended length 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 to be resolved over an extended period of time. Management is unable to provide a more specific time frame due to the indeterminate amount of time to conduct investigation activities at any site, the indeterminate amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indeterminate amount of time necessary to conduct remediation activities.

The Asset Retirement and Environmental Obligations Topic of the ASC requires a liability to be recognized for the fair value of a conditional asset retirement obligation if a settlement date and fair value can be reasonably estimated. The Company recognizes a liability for any conditional asset retirement obligation when sufficient information is available to reasonably estimate a settlement date to determine the fair value of such a liability. The Company has identified certain conditional asset retirement obligations at various current and closed manufacturing, distribution and store facilities. These obligations relate primarily to asbestos abatement, hazardous waste Resource Conservation and Recovery Act (RCRA) closures, well abandonment, transformers and used oil disposals and underground storage tank closures. Using investigative, remediation and disposal methods that are currently available to the Company, the estimated costs of these obligations were accrued and are not significant. The recording of additional liabilities for future conditional asset retirement obligations may result in a material impact on net income for the annual or interim period during which the costs are accrued. Management does not believe that any potential liability ultimately attributed to the Company for its 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 over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities. An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.

Form 10-Q for the Period Ended June 30, 2019

Note 11 - Income Taxes, page 16

2.

 Comment: We note your response to comment 4 related to the reversal of net tax benefits recognized in previous tax years from federal renewable energy tax credit funds. Please address the following:

•

 Please quantify for us the tax benefits recognized in each of the previous three years and subsequent interim period.

•

 Please tell us how you determined the tax provision recognized in the 2nd quarter of 2019 did not represent a correction of an error in previously issued financial statements under ASC 250-10. In this regard, tell us how the recognition of tax benefits in previous years based upon potentially fraudulent information did not constitute an oversight or misuse of facts. Conversely, also tell us how you determined the recognition of tax benefits and the reversal thereof represents a change in estimate.

Response: The Company recorded tax credits of $10.0 million in 2016 and 2017, respectively. There were no tax credits recorded in 2018, and there have been no tax credits recorded in 2019. As described in our prior response, the Company recognized total expense of $76.7 million ($74.3 million during the first six months of 2019).

As described below, it was not until the second quarter of 2019 that the Company learned of information concerning the nature and extent of the fraudulent scheme as it applied to the Company's previously recognized tax credits. Management evaluated this new information under the guidance in ASC 250-10 and concluded that the derecognition of the tax position should be accounted for as a change in estimate rather than the correction of an error.

As explained in our prior response, these tax positions are based on the Company's investments in legal entities (“Funds”) that purchased mobile solar generators (“MSGs”) from DC Solar. The Funds hold title to the MSGs. In order to qualify for federal renewable energy tax credits, the MSGs owned by the Funds generally must have been (1) manufactured, (2) placed in service and (3) appropriately valued.

Upon initiation of the investments and upon the recognition of the related tax benefits in the years ended 2011 to 2017, the Company reasonably relied on expert and qualified information such as legal opinions, tax opinions, accounting and tax representatio

November 15, 2019
Allen J. Mistysyn
Senior Vice President - Finance and Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, OH 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2018
Filed February 22, 2019
Form 10-Q for the Period Ended June 30, 2019
Filed July 24, 2019
Item 2.02 Form 8-K
Filed October 22, 2019
CORRESP filed September 18, 2019
File No. 001-04851
Dear Mr. Mistysyn:
            We have reviewed your September 18, 2019 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 4, 2019 letter.
Form 10-K for the year ended December 31, 2018
Exhibit 13
Note 9 – Other Long-Term Liabilities, page 62
1.We note your response to comment 2 and appreciate the additional disclosures you
provided regarding the Gibbsboro site.  Please expand your disclosures to also clarify the
current stage at each of your other Major Sites, including whether remediation activities
and implementation costs at each Major Site are reasonably estimable.

 FirstName LastNameAllen J. Mistysyn
 Comapany NameThe Sherwin-Williams Company
 November 15, 2019 Page 2
 FirstName LastName
Allen J. Mistysyn
The Sherwin-Williams Company
November 15, 2019
Page 2
Form 10-Q for the period ended June 30, 2019
Note 11 - Income Taxes, page 16
2.We note your response to comment 4 related to the reversal of net tax benefits recognized
in previous tax years from federal renewable energy tax credit funds.  Please address the
following:
•Please quantify for us the tax benefits recognized in each of the previous three years
and subsequent interim period.
•Please tell us how you determined the tax provision recognized in the 2 nd quarter of
2019 did not represent a correction of an error in previously issued financial
statements under ASC 250-10.  In this regard, tell us how the recognition of tax
benefits in previous years based upon potentially fraudulent information did not
constitute an oversight or misuse of facts.  Conversely, also tell us how you
determined the recognition of tax benefits and the reversal thereof represents a
change in estimate.
Form 8-K filed on October 22, 2019
Regulation G Reconciliation, page 5
3.We note your response to comment 3.  Please revise reconciliations related to your non-
GAAP financial measure, adjusted net income per share, to address the following:
•We note you identify certain adjustments as non-operating.  Although you do not
present a measure that you identify as operating income in your statements of
income, it appears to us that certain adjustments you identify as non-operating would
be required to be included in the determination of operating income.  Please avoid
identifying such adjustments as non-operating.
•Please reflect the impact of income taxes as a separate adjustment and explain how
the tax impact is calculated.  Refer to the guidance provided in Question 102.11 of
the updated Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures (April 4, 2018).
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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		Document

The Sherwin-Williams Company

101 West Prospect Avenue

Cleveland, OH 44115-1075

Allen J. Mistysyn

Senior Vice President - Finance and

Chief Financial Officer

September 18, 2019

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing and Construction

100 F Street, NE

Washington, DC 20549

Attention: Jeffrey Gordon

    Anne McConnell

Re:   The Sherwin-Williams Company

Form 10-K for the Year Ended December 31, 2018 Filed February 22, 2019

Item 2.02 Form 8-K Filed July 23, 2019

Form 10-Q for the Period Ended June 30, 2019 Filed July 24, 2019

File No. 001-04851

Ladies and Gentlemen:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams” or  "Company") to address the comments of the Staff of the Division of Corporation Finance contained in your letter dated September 4, 2019 regarding your review of Sherwin-Williams’ filings noted above.

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

Form 10-K for the Year Ended December 31, 2018

Exhibit 13

Note 1 - Significant Accounting Policies - Inventory Accounting Change, page 45

1.

 Comment: We note during the fourth quarter of 2018 you made a voluntary change in accounting principle to reduce the number of pools used for determining inventory cost under the last-in, first-out (LIFO) method of accounting for inventory in the United States that you appear to attribute to the acquisition of Valspar. Please more fully explain to us the changes you made. Also,

September 18, 2019

Page 2

please help us more fully understand how the acquisition of Valspar impacted your inventory pools as we assume you recorded Valspar's inventory at fair value when it was acquired.

Response: Prior to the June 1, 2017 acquisition of The Valspar Corporation (“Valspar”), Sherwin-Williams maintained three LIFO pools for its domestic inventory: Coatings, Specialty and Purchased. Also prior to the acquisition, Valspar accounted for its domestic inventory using LIFO and maintained two pools: Raw Materials and Conversion Costs.

Following the acquisition, and for the year-ended December 31, 2017, the Company applied LIFO using five separate pools: the three unaltered pre-acquisition Sherwin-Williams LIFO pools and two new pools for the acquired Valspar inventory (Valspar Raw Materials and Valspar Conversion Costs). These new pools were representative of the two pre-acquisition Valspar pools. Consistent with the guidance published in the AICPA Issues Paper titled "Identification and Discussion of Certain Financial Accounting and Reporting Issues Concerning LIFO Inventories" (November 30, 1984), ("AICPA Issues Paper"), the 2017 pooling structure was based on the “natural business unit pooling method,” which consists of aggregating similar items of inventory into pools. This pooling was consistent with the fact that the inventory of the two organizations (Sherwin-Williams and Valspar) was separately procured, manufactured and maintained during 2017, as efforts to integrate the companies were not undertaken until 2018. Because Valspar inventory was placed into new LIFO pools (for Sherwin-Williams' post-acquisition application of LIFO), the acquired inventory, which was recorded at fair value on the acquisition date, represented the base layers of the two new pools.

After a year of phased integration of elements of the Valspar business, the Company concluded during the fourth quarter of 2018 that it was appropriate under the circumstances to re-evaluate its existing LIFO pools. At that time, only a portion of the Valspar inventory had been physically and systemically integrated into the Company's systems, manufacturing operations and distribution channels. As a result, the Company could have continued to use five pools. However, reducing the number of pools from five to three lessened the potential that further planned integration activities could produce increments or decrements based on movement of similar product types between pools rather than true changes in inventory quantities, which is a risk described in the AICPA Issues Paper. By continuing to use the five pools, artificial integration-driven LIFO liquidations could have been caused by inventory moving out of the Valspar pools and into the Coatings pool. Based on the above and the consistency of product types between Valspar and Sherwin-Williams, the Company concluded that a voluntary change from five pools to the following three pools was preferable: Coatings (primarily manufactured paints, pigments, solvents and resins), Specialty (aerosols, caulks, manufactured brushes and rollers) and Purchased (brushes, ladders, applicators and supplies purchased from third parties). All legacy Sherwin-Williams inventory SKUs remained in the same pools they were previously included in, and inventory from the Valspar Raw Materials and Valspar Conversion Costs pools were placed into the Coatings pool. Valspar inventory did not include aerosol products or outside purchases from third parties.

There was no impact from the change in LIFO pools prior to acquisition as the legacy Sherwin-Williams inventory and related pools were not impacted by the accounting change. In calculating the retrospective application of the accounting change dating back to the acquisition date, the acquired inventory was included as part of the current year purchases in the Coatings pool under the guidance published in the AICPA Issues Paper, which states, “when an acquiring entity has an existing LIFO pool and the acquired inventory is combined into this pool, the fair value of the acquired inventory is included in the current period’s purchases.”

As disclosed in Note 1 of the financial statements contained in Company's 2018 Form 10-K, the retrospective application of the accounting change resulted in a reduction of pre-tax income of $58.9 million for the year ended December 31, 2017. As previously discussed, there was no impact to any period prior to 2017.

September 18, 2019

Page 3

Note 9 - Other Long-Term Liabilities, page 62

2.

 Comment: We note your disclosure on page 32 that you reached a series of agreements with the Environmental Protection Agency for remediation plans with cost estimates at one of your four major sites which required significant environmental provisions to be recorded primarily during the fourth quarter of 2018. We note that SAB Topic 5:Y indicates that environmental remediation liabilities are of such significance that detailed disclosures regarding the judgments and assumptions underlying the recognition and measurement of such liabilities are necessary to prevent the financial statements from being misleading and to inform readers fully regarding the range of reasonably possible outcomes that could have a material effect on your financial condition, results of operations, or cash flows. It appears to us that you should enhance your disclosures to provide additional information about the agreements with the Environmental Protection Agency that required you to record significant environmental provisions during 2018. It also appears to us you that should enhance your disclosures to explain the specific facts and circumstances that resulted in the increase in the amount of reasonably possible additional losses as well as how such amounts are determined. In this regard, we note that the amount you accrued during the fourth quarter of 2018, which related to one of four primary sites, exceeded the amount of reasonably possible additional losses you disclosed as of September 30, 2018 and we also note that, subsequent to the accruals in 2018, you disclose additional reasonably possible losses. Your disclosures should also include a discussion of the material components of the amount you accrued as well as the significant assumptions underlying your estimates.  Refer to SAB Topic 5:Y for additional information.

Response: The Company has developed an accrual process for environmental-related loss contingencies in accordance with ASC 410-30 and 450. Accordingly, the Company recognizes a liability as the costs become reasonably estimable. At the early stages of the estimation process, certain aspects of the overall liability may not be reasonably estimable, such as remediation activity and implementation costs. Remediation activity and implementation costs based on information gathered during the Remedial Investigation ("RI") phase are reasonably estimable once sufficient progress has been made in preparation of an Environmental Feasibility Study ("FS") to be submitted to the United States Environmental Protection Agency ("EPA"). The costs associated with the remediation alternatives are used to develop an estimated loss.  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 with the range, the lower end of the range is recorded as an accrual in accordance with ASC 450-20-25-5. Based on its experience, the Company believes that the portion of the environmental-related loss contingency related to remediation activities cannot be reasonably estimated until potential alternatives have been substantially considered during the FS preparation process. It should be noted that the remediation loss estimate range is continually refined after the FS has been submitted.

Four of the Company’s currently and formerly owned manufacturing sites ("Major Sites") account for the majority of the accrual for environmental-related activities, which includes the Gibbsboro, New Jersey site ("Gibbsboro").  Gibbsboro, which is our largest and most complex site, has been divided by the EPA into six operable units ("OUs") based on location and characteristics. At the third quarter 2018 reporting date, four of the six OUs had completed the RI phases and submitted an FS. The Ground Water OU was in early stage investigation with remediation activity and implementation costs reasonably estimated.  Sufficient progress had not been made with respect to the Waterbodies OU in order to reasonably estimate the remediation activity and implementation costs portion of the liability.

During the fourth quarter of 2018, the Company continued its dialogue with the EPA and made enough progress regarding material aspects of the remedial action plan for the Waterbodies OU, which enabled the development of a range of estimates.  A remediation accrual representing the low end of the reasonably estimable range was therefore recorded in the fourth quarter of 2018.

September 18, 2019

Page 4

As noted in the Staff's comment, the goal of SAB Topic 5:Y is to provide detailed disclosures regarding the judgments and assumptions underlying the recognition and measurement of significant environmental remediation liabilities to prevent the financial statements from being misleading and to fully inform readers regarding the range of reasonably possible outcomes that could have a material effect on the financial condition, results of operations, or cash flows. Per SAB Topic 5:Y, necessary footnote disclosures may include the following related to environmental remediation liabilities:

1.

 Circumstances affecting the reliability and precision of loss estimates.

2.

 The extent to which unasserted claims are reflected in any accrual or may affect the magnitude of the contingency.

3.

 Uncertainties with respect to joint and several liability that may affect the magnitude of the contingency, including disclosure of the aggregate expected cost to remediate particular sites that are individually material if the likelihood of contribution by the other significant parties has not been established.

4.

 Disclosure of the nature and terms of cost-sharing arrangements with other potentially responsible parties.

5.

 The extent to which disclosed but unrecognized contingent losses are expected to be recoverable through insurance, indemnification arrangements, or other sources, with disclosure of any material limitations of that recovery.

6.

 Uncertainties regarding the legal sufficiency of insurance claims or solvency of insurance carriers.

7.

 The time frame over which the accrued or presently unrecognized amounts may be paid out.

8.

 Material components of the accruals and significant assumptions underlying estimates.

The Company believes that its disclosures in the Other Long-Term Liabilities Notes to the financial statements contained in both its June 30, 2019 Form 10-Q and 2018 Form 10-K satisfy the criteria outlined in SAB Topic 5:Y, as applicable. Requirements 1, 2, 3, and 8 are disclosed in detail within the footnote disclosures. Requirements 4, 5 and 6 are either not applicable or immaterial to the Company, as the Company does not enter into any significant cost sharing agreements or have any significant insurance indemnification, or other arrangements that could result in a material recovery of unrecognized contingent losses. The Company is unable to estimate a time frame over which accrued or presently unrecognized amounts may be paid out; however, that fact is disclosed in accordance with requirement 7, including documentation regarding the uncertainties that result in the Company's inability to develop a time frame estimate.

Although the Company believes its current disclosures satisfy the criteria outlined in SAB Topic 5:Y, in future forms 10-Q and 10-K, the Company will enhance its Other Long-Term Liabilities note in accordance with the Staff's comment. Below is the Company's proposed disclosure for the third quarter of 2019 using information as of the second quarter of 2019 for illustrative purposes, which has been marked to show changes from the Company's Form 10-K disclosure to facilitate the Staff's review.   The Company will present the following enhanced disclosure in both its future Forms 10-Q and 10-K filings.

NOTE 8 - OTHER LONG-TERM LIABILITIES

The operations of the Company, like those of other companies in our its industry, are subject to various domestic and foreign 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.

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

September 18, 2019

Page 5

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. In general, these laws provide that potentially responsible parties may be held jointly and severally liable for investigation and remediation costs regardless of fault. The Company may be similarly designated with respect to additional third-party sites in the future.

The Company initially provides for estimated costs of environmental-related activities relating to its past operations 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, which are not discounted, are determined based on currently available

September 4, 2019
Allen J. Mistysyn
Senior Vice President - Finance and Chief Financial Officer
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, OH 44115-1075
Re:The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2018
Filed February 22, 2019
Item 2.02 Form 8-K
Filed July 23, 2019
Form 10-Q for the Period Ended June 30, 2019
Filed July 24, 2019
File No. 001-04851
Dear Mr. Mistysyn:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Exhibit 13
Note 1 - Significant Accounting Policies - Inventory Accounting Change, page 45
1.We note during the fourth quarter of 2018 you made a voluntary change in accounting
principle to reduce the number of pools used for determining inventory cost under the last-
in, first-out (LIFO) method of accounting for inventory in the United States that you
appear to attribute to the acquisition of Valspar.  Please more fully explain to us the
changes you made.  Also, please help us more fully understand how the acquisition of
Valspar impacted your inventory pools as we assume you recorded Valspar's inventory at
fair value when it was acquired.

 FirstName LastNameAllen J. Mistysyn
 Comapany NameThe Sherwin-Williams Company
 September 4, 2019 Page 2
 FirstName LastNameAllen J. Mistysyn
The Sherwin-Williams Company
September 4, 2019
Page 2
Note 9 - Other Long-Term Liabilities, page 62
2.We note your disclosure on page 32 that you reached a series of agreements with the
Environmental Protection Agency for remediation plans with cost estimates at one of your
four major sites which required significant environmental provisions to be recorded
primarily during the fourth quarter of 2018.  We note that SAB Topic 5:Y indicates that
environmental remediation liabilities are of such significance that detailed disclosures
regarding the judgments and assumptions underlying the recognition and measurement of
such liabilities are necessary to prevent the financial statements from being misleading
and to inform readers fully regarding the range of reasonably possible outcomes that could
have a material effect on your financial condition, results of operations, or cash flows.  It
appears to us that you should enhance your disclosures to provide additional information
about the agreements with the Environmental Protection Agency that required you to
record significant environmental provisions during 2018.  It also appears to us you that
should enhance your disclosures to explain the specific facts and circumstances that
resulted in the increase in the amount of reasonably possible additional losses as well as
how such amounts are determined.  In this regard, we note that the amount you accrued
during the fourth quarter of 2018, which related to one of four primary sites, exceeded the
amount of reasonably possible additional losses you disclosed as of September 30, 2018
and we also note that, subsequent to the accruals in 2018, you disclose additional
reasonably possible losses.  Your disclosures should also include a discussion of the
material components of the amount you accrued as well as the significant assumptions
underlying your estimates.  Refer to SAB Topic 5:Y for additional information.
Form 8-K Filed July 23, 2019
General
3.We note you include adjustments in your non-GAAP financial measure, Adjusted diluted
net income per share, that you identify as acquisition-related costs and that you also
disclose such amounts in MD&A in your exchange act filings.  Please tell us, and revise
your filings to disclose and discuss, the specific nature of these adjustments.  Please
specifically address the nature of the integration costs, including if and how they are
related to the restructuring costs disclosed in your exchange act filings and where they are
recorded in your financial statements.  Please also specifically address the nature of the
purchase accounting impacts, including what they relate to and where they are recorded in
your financial statements.
Form 10-Q for the Period Ended June 30, 2019
Note 11 - Income Taxes, page 16
4.We note your disclosure here and in the Form 8-K filed on June 28, 2019 that you
invested in federal renewable energy tax credit funds exclusively with DC Solar Solutions,

 FirstName LastNameAllen J. Mistysyn
 Comapany NameThe Sherwin-Williams Company
 September 4, 2019 Page 3
 FirstName LastName
Allen J. Mistysyn
The Sherwin-Williams Company
September 4, 2019
Page 3
Inc. and certain of its affiliates during 2011 and 2013 through 2017.  In December 2018,
you initiated an investigation after becoming aware of an ongoing investigation by federal
authorities, which included the seizure of DC Solar’s assets.  Further, in February 2019,
DC Solar filed for Chapter 11 (reorganization) bankruptcy protection, which was
subsequently converted to Chapter 7 (liquidation) in March 2019.  You stated that it did
not appear reasonably possible that a material loss had occurred in the first quarter of
2019; however, in the second quarter of 2019, you determined it is more likely than not
that the tax benefits expected to be received related to these investments would no longer
be ultimately realizable and recognized a charge of approximately $74 million to reflect
the entire loss of the investment with DC Solar and the related expected tax benefits.
Given that you were aware of the investigation in December 2018 and the fact that DC
Solar was in Chapter 7 bankruptcy in March 2019, please address the following:
•Tell us what if any disclosure you provided in your 2018 Form 10-K and 3/31/19
Form 10-Q related to this contingency or explain to us how you determined no
disclosures were required by ASC 450;
•More fully explain to us the specific reasons why you did not believe a loss was
probable and reasonably estimable when you filed your 3/31/19 Form 10-Q and tell us
the specific events that occurred subsequent to that date that resulted in you recording
a loss during the second quarter of 2019; and
•More fully explain to us the increase in unrecognized tax benefits at June 30, 2019 and
the potential impact they could have on your financial statements.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Jane M. Cronin

CORRESP
1
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CORRESP

 July 5, 2017

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549

Re:
The Sherwin-Williams Company

Registration Statement on Form S-4 (Registration No. 333-218914)

 Ladies and Gentlemen:

 On behalf of The Sherwin-Williams Company (“Sherwin-Williams”), the undersigned hereby requests, pursuant to Rule
461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-4 (File No. 333-218914) of Sherwin-Williams be declared effective at 9:00 a.m. on Friday, July 7, 2017, or as soon thereafter as practicable.
Sherwin-Williams respectfully requests that you notify Michael J. Solecki of such effectiveness by a telephone call to (216) 586-7103.

 Please contact Michael J. Solecki of Jones Day at (216) 586-7103 if you have any questions
concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

The Sherwin-Williams Company

By:

/s/ Allen J. Mistysyn

Name:

Allen J. Mistysyn

Title:

Senior Vice President—Finance and Chief Financial Officer

cc:
Michael J. Solecki, Esq.

Mail Stop 4631

June 26, 2017

Via E -mail
Allen J. Mistysyn
Chief Financial Officer
The Sherwin -Williams Company
101 West Prospect Avenue
Cleveland, OH 44115

Re: The Sherwin -Williams Company
  Registration Statement on Form S-4
Filed  June 23, 2017
  File No.  333-218914

Dear Mr. Mistysyn :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Chris Ronne, Staff Attorney,  at (202) 551 -6156  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Brach Chief
Office of Manufacturing and
Construction

cc: Steph en J. Perisutti , Esq.
 Michael J. Solecki, Esq.

CORRESP
1
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CORRESP

 June 23, 2017

Correspondence Filing Via EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Re:
Sherwin-Williams

 The Sherwin-Williams Company

Registration Statement on Form S-4

Filed June 23, 2017

 Ladies and
Gentlemen:

 On the date hereof, The Sherwin-Williams Company, an Ohio corporation (the “Registrant”), filed with the
Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-4 relating to the offers to exchange (the “Exchange Offers”) (i) up to $277,176,000
aggregate principal amount of the Registrant’s 7.25% Senior Notes due 2019 (the “2019 Exchange Notes”) registered under the Securities Act of 1933 (the “Securities Act”) for an equal principal amount of the
Registrant’s 7.25% Senior Notes due 2019, which were issued June 2, 2017; (ii) up to $385,909,000 aggregate principal amount of the Registrant’s 4.20% Senior Notes due 2022 (the “2022 Exchange Notes”) registered under
the Securities Act for an equal principal amount of the Registrant’s 4.20% Senior Notes due 2022, which were issued June 2, 2017; (iii) up to $235,324,000 aggregate principal amount of the Registrant’s 3.30% Senior Notes due 2025 (the
“2025 Exchange Notes”) registered under the Securities Act for an equal principal amount of the Registrant’s 3.30% Senior Notes due 2025, which were issued June 2, 2017; (iv) up to $331,342,000 aggregate principal amount
of the Registrant’s 3.95% Senior Notes due 2026 (the “2026 Exchange Notes”) registered under the Securities Act for an equal principal amount of the Registrant’s 3.95% Senior Notes due 2026, which were issued June 2,
2017; and (v) up to $248,354,000 aggregate principal amount of the Registrant’s 4.40% Senior Notes due 2045 (collectively with the 2019 Exchange Notes, the 2022 Exchange Notes, the 2025 Exchange Notes and the 2026 Exchange Notes, the
“Exchange Notes”) registered under the Securities Act for an equal principal amount of the Registrant’s 4.40% Senior Notes due 2045, which were issued June 2, 2017.

 The Registrant is registering the Exchange Offers in reliance on the Commission staff’s
position enunciated in the letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and
Shearman & Sterling (available July 2, 1993). In accordance with the Commission staff’s position set forth in those letters, the Registrant makes the following representations to the Commission:

1.
The Registrant has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offers and, to the best of the Registrant’s information and
belief, each person participating in the Exchange Offers is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the
Exchange Offers.

2.
The Registrant will make each participant in the Exchange Offers aware (through the Exchange Offers prospectus or otherwise) that if such person is using the Exchange Offers to participate in the distribution of the
Exchange Notes to be acquired in the Exchange Offers, such person (a) cannot rely on the Commission staff’s position enunciated in Exxon Capital Holdings Corporation or similar letters and (b) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrant acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing
the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

3.
The Registrant will make each broker-dealer that is a participant in the Exchange Offers aware (through the Exchange Offers prospectus or otherwise) that (a) by executing the letter of transmittal or similar
documentation, any such broker-dealer represents that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities pursuant to the
Exchange Offers and (b) any such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrant or an affiliate of the Registrant to distribute Exchange Notes. The Registrant will include in the
letter of transmittal or similar documentation a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities
Act.

 The Registrant will include, in the transmittal letter or similar documentation to be executed by
the exchange offeree in order to participate in the Exchange Offers, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offers, the
exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the exchange offeree is not an
“affiliate” of the Registrant within the meaning of Rule 405 under the Securities Act.

*    *    *

Very truly yours,

The Sherwin-Williams Company

By:

 /s/ Allen J. Mistysyn

Name:

Allen J. Mistysyn

Title:

Senior Vice President—Finance and Chief Financial Officer

cc:
Michael J. Solecki, Esq. (Jones Day)

May 17 , 2012

Via E -mail
Mr. Sean P. Hennessy
Senior Vice President – Finance 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
  File No. 1 -4851

Dear Mr. Hennessy:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to o ur comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

 /s/ Rufus Decker

 Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

Sean P. Hennessy

 Senior Vice President
– Finance

 and Chief Financial Officer

 Phone: 216-566-2573

 May 16, 2012

 By EDGAR

 Rufus Decker

 Accounting Branch Chief

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
NE

 Mail Stop 4631

 Washington, DC
20549

Re:
The Sherwin-Williams Company

 Form 10-K for the Year ended December 31, 2011

 Filed
February 23, 2012

 Form 10-Q for the Quarter ended March 31, 2012

Filed April 25, 2012

 File No. 1-4851

 Dear Mr. Decker:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams”) to address the comments of the Staff of the Division of
Corporation Finance contained in your letter dated May 2, 2012 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, 2011

 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.

 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.

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

Mr. Rufus Decker

 May 16, 2012

 Page
 2

 Exhibit 13

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19

 Critical Accounting Policies and Estimates, page 19

 Purchase Accounting,
Goodwill and Intangible Assets, page 20

2.
Comment: You disclose on page 21 that a reporting unit is a reportable segment or one level below the reportable segment as determined by the availability of
discrete financial information that is regularly reviewed by operating segment management or an aggregate of component levels of a reportable segment having similar economic characteristics. Note that a reporting unit is an operating segment (as
defined in ASC 280-10-50-1), not a reportable segment, or a component of an operating segment for which discrete financial information is available and segment management regularly reviews the operating results of that component. Please revise your
disclosure accordingly, and confirm that this did not impact your impairment testing.

 Response: In
future filings, the Registrant will revise its disclosure to clarify that its reporting units are operating segments as defined in ASC 280-10-50-1, or components of operating segments as defined in ASC 350-20-35-34. The revised disclosure, which
does not impact the impairment testing or our determination of reporting units (as all of our reportable segments represent operating segments), is as follows:

 A reporting unit is an reportable operating segment per the Segment Reporting Topic of the ASC or a component of an operating segmentone level below the
reportable segment (component level) as determined by the availability of discrete financial information that is regularly reviewed by operating segment management or an aggregate of component levels of an reportable
operating segment having similar economic characteristics.

 Other Liabilities, page 22

3.
Comment: You indicate that you are self-insured for certain liabilities, primarily worker’s compensation claims, employee medical and disability
benefits, and automobile, property, general and product liability claims. Please disclose your excess loss limits associated with each risk you are self-insured for, and also disclose each risk for which you do not have excess loss limits. Please
also quantify, if material, the dollar amount of your self-insurance accruals for each period presented.

Response: In future filings, the Registrant will expand its disclosure to include the excess loss limits associated with each risk
for which it is self-insured, and will disclose any risks that do not have excess loss limits. An example future disclosure is as follows:

 The Company is self-insured for certain liabilities, primarily worker’s compensation claims, employee medical and short-term disability benefits, and automobile, property, general and product
liability claims. There are insured excess loss limits of $2.0 million or less per occurrence associated with each of these risks with the exception of employee medical and short-term
disability benefits and certain product liability claims. Estimated amounts were accrued for certain worker’s compensation, employee medical and disability benefits, automobile and property claims filed but unsettled
and estimated claims

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

Mr. Rufus Decker

 May 16, 2012

 Page
 3

incurred but not reported based upon management’s estimated aggregate liability for claims incurred using historical experience, actuarial assumptions followed in the insurance industry and
actuarially-developed models for estimating certain liabilities. Certain estimated general and product liability claims filed but unsettled were accrued based on management’s best estimate of ultimate settlement or actuarial calculations of
potential liability using industry experience and actuarial assumptions developed for similar types of claims.

 The self-insurance accruals
did not meet the disclosure thresholds for the periods presented, and are therefore not quantified in the disclosure.

 Financial
Condition, Liquidity and Cash Flow, page 24

 Cash Flow, page 30

4.
Comment: Please enhance your disclosure to also discuss the changes in your investing and financing cash flows as depicted in your statement of cash flows.
Your discussion should focus on the primary drivers of and other material factors necessary to an understanding of your cash flows and the indicative value of historical cash flows. Please refer to the SEC Interpretive Release No. 33-8350.

 Response: In future filings, the Registrant will enhance its disclosure to discuss the changes in
investing and financing cash flows. An example future disclosure is as follows:

 Net operating cash increased $29.2 million to
$735.8 million in 2011 from $706.6 million in 2010 due primarily to a reduction in working capital of $36.8 million and an increase in depreciation expense of $10.9 million partially offset by a reduction in net income of $20.6 million. Net
operating cash provided the funds necessary to support the Company’s acquisitions, sustain its remaining manufacturing and distribution capabilities, maintain its financial stability and return a portion of the cash generated to its
shareholders through dividends and treasury stock purchases. In 2011, the Company used Net operating cash to decrease total debt $52.5 million, invest $44.4 million in acquisitions, spend $153.8 million in capital additions and improvements,
purchase $367.4 million in treasury stock, and pay $153.5 million in cash dividends to its shareholders of common stock. Net investing cash usage declined $212.2 million to a usage of $277.8 million in
2011 from a usage of $490.0 million in 2010 primarily due to decreased cash used to acquire businesses in 2011 versus 2010. Net financing cash usage
increased $251.6 million to a usage of $475.2 million in 2011 from a usage of $223.6 million in 2010 primarily due to net proceeds from short-term borrowings of $357.8
million in 2010 partially offset by payments of long-term debt of $159.4 million in 2010.

Form 10-Q for the Quarter Ended March 31, 2012

5.
Comment: Please address the above comments in your interim filings as well, as applicable.

Response: The Registrant will address the above comments in its interim filings, as applicable.

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

Mr. Rufus Decker

 May 16, 2012

 Page
 4

 In connection with responding to the Staff’s comments, Sherwin-Williams acknowledges that:

•

 Sherwin-Williams is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 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

•

 Sherwin-Williams may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 We want to thank the Staff for its review of our filings to assist us in compliance with the
applicable disclosure requirements and to enhance the overall disclosures in our filings.

 If the Staff has any questions regarding our
responses or any additional comments, please feel free to contact me at (216) 566-2573.

 Sincerely,

/s/ Sean P. Hennessy

Sean P. Hennessy

Senior Vice President-Finance and

Chief Financial Officer

cc:
Jeffrey Gordon, Staff Accountant, SEC

 Louis E. Stellato, Senior Vice President, General Counsel and Secretary

 Allen J.
Mistysyn, Vice President-Corporate Controller

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

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

July 14, 2011
 Via E-mail

Mr. Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115-1075
 RE: The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2010
Filed February 23, 2011 Form 10-Q for the Period Ended March 31, 2011 Filed April 26, 2011 Definitive Proxy Statement on Schedule 14A  Filed March 9, 2011 File No. 1-4851

Dear Mr. Hennessy:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Rufus Decker
Rufus Decker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

CORRESP

Sean P. Hennessy

 Senior Vice President
– Finance

 and Chief Financial Officer

 Phone: 216-566-2573

 July 5, 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 filed February 23, 2011

 Form 10-Q for the period ended March 31, 2011 filed April 26, 2011

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

 File No. 1-4851

 Dear Mr. Decker:

 We have set forth below the response of The
Sherwin-Williams Company (“Sherwin-Williams,” the “Company” or the “Registrant”) to address the additional comment of the Staff of the Division of Corporation Finance contained in your letter dated June 27, 2011
regarding your review of Sherwin-Williams’ response letter dated June 9, 2011 and its filings noted above.

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

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Exhibit 13 – Annual Report

 Note 10 – Litigation, page 65

1.
 Comment: We have read your response to prior comment five. In future filings, please expand your disclosures in a similar manner to your
response to state that it is not possible to estimate the range of reasonably possible losses as it relates to the public nuisance claim litigation.

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

 Mr. Rufus
Decker

 July 5, 2011

  Page
 2

 Response: In future filings, to the extent applicable, we will
expand our disclosure to state that it is not possible to estimate the range of reasonably possible losses as it relates to the public nuisance claim litigation. 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 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

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

 Mr. Rufus
Decker

 July 5, 2011

  Page
 3

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 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 resulting from any such legislation and regulations. The Company has not accrued any amounts for such litigation. With respect to such litigation, including
the public nuisance litigation, the Company does not believe that it is probable that a loss has occurred, and it is not possible to estimate the range of potential 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. In addition, aAny potential liability that may result from any changes to such litigation or such legislation and
regulations cannot reasonably be estimated. In the event any significant liability is determined to be attributable to the Company relating to such litigation, the recording of the liability may result in a material impact on net income for the
annual or interim period during which such liability is accrued. Additionally, due to the uncertainties associated with the amount of any such liability and/or the nature of any other remedy which may be imposed in such litigation, any potential
liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition. An estimate of the potential impact on the
Company’s results of operations, liquidity or financial condition cannot be made due to the aforementioned uncertainties.

 Public nuisance claim litigation. The Company and other companies are or were defendants in legal proceedings seeking recovery based on public nuisance liability theories, among other
theories, brought by the State of Rhode Island, the City of St. Louis, Missouri, various cities and counties in the State of New Jersey, various cities in the State of Ohio and the State of Ohio, the City of Milwaukee, Wisconsin and the County of
Santa Clara, California and other

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

 Mr. Rufus
Decker

 July 5, 2011

  Page
 4

public entities in the State of California. Except for the Santa Clara County, California proceeding, all of these legal proceedings have been concluded in favor of the Company and other
defendants at various stages in the proceedings.

 The proceedings initiated by the State of Rhode Island
included two jury trials. At the conclusion of the second trial, the jury returned a verdict finding that (i) the cumulative presence of lead pigment in paints and coatings on buildings in the State of Rhode Island constitutes a public
nuisance, (ii) the Company, along with two other defendants, caused or substantially contributed to the creation of the public nuisance, and (iii) the Company and two other defendants should be ordered to abate the public nuisance. The
Company and two other defendants appealed and, on July 1, 2008, the Rhode Island Supreme Court, among other determinations, reversed the judgment of abatement with respect to the Company and two other defendants. The Rhode Island Supreme
Court’s decision reversed the public nuisance liability judgment against the Company on the basis that the complaint failed to state a public nuisance claim as a matter of law.

The Santa Clara County, California proceeding was initiated in March 2000 in the Superior Court of the State of
California, County of Santa Clara. In the original complaint, the plaintiffs’ asserted various claims including fraud and concealment, strict product liability/failure to warn, strict product liability/design defect, negligence, negligent
breach of a special duty, public nuisance, private nuisance, and violations of California’s Business and Professions Code. A number of the asserted claims were resolved in favor of the defendants through pre-trial proceedings. The named
plaintiffs in the Fourth Amended Complaint, filed on March 16, 2011, are the Counties of Santa Clara, Alameda, Los Angeles, Monterey, San Mateo, Solano and Ventura, and the Cities of Oakland, San Diego and San Francisco. The Fourth Amended
Complaint asserts a sole claim for public nuisance, alleging that the presence of lead products for use in paint and coatings in, on and around buildings in the plaintiffs’ jurisdictions constitutes a public nuisance. The plaintiffs seek the
abatement of the alleged public nuisance that exists within the plaintiffs’ jurisdictions.

Litigation seeking damages from alleged personal injury. The Company and other companies are defendants in
a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. These proceedings include claims by children allegedly injured from ingestion of lead pigment or lead-containing paint, claims for damages
allegedly incurred by the children’s parents or guardians, and claims for damages allegedly incurred by professional painting contractors. These proceedings generally seek compensatory and punitive damages, and seek other relief including
medical monitoring costs. These proceedings include purported claims by individuals, groups of individuals and class actions.

 The plaintiff in Thomas v. Lead Industries Association, et al., initiated an action in state court against the Company, other alleged former lead pigment manufacturers and the Lead Industries Association
in September 1999. The claims against the Company and the other defendants include strict liability, negligence, negligent misrepresentation and omissions, fraudulent misrepresentation and omissions, concert of action, civil conspiracy and
enterprise liability. Implicit within these claims is the theory of “risk contribution” liability (Wisconsin’s

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

 Mr. Rufus
Decker

 July 5, 2011

  Page
 5

theory which is similar to market share liability) due to the plaintiff's inability to identify the manufacturer of any product that allegedly injured the plaintiff. The case ultimately proceeded
to trial and, on November 5, 2007, the jury returned a defense verdict, finding that the plaintiff had ingested white lead carbonate, but was not brain damaged or injured as a result. The plaintiff appealed and, on December 16, 2010, the
Wisconsin Court of Appeals affirmed the final judgment in favor of the Company and other defendants.

Wisconsin is the only jurisdiction to date to apply a theory of liability with respect to alleged personal injury (i.e.,
risk contribution/market share liability) that does not require the plaintiff to identify the manufacturer of the product that allegedly injured the plaintiff in the lead pigment and lead-based paint litigation. Although the risk contribution
liability theory was applied during the Thomas trial, the constitutionality of this theory as applied to the lead pigment cases has not been judicially determined by the Wisconsin state courts. However, in an unrelated action filed in the United
States District Court for the Eastern District of Wisconsin, Gibson v. American Cyanamid, et al., on November 15, 2010, the District Court held that Wisconsin’s risk contribution theory as applied in that case violated the defendants’
right to substantive due process and is unconstitutionally retroactive.

 Insurance coverage
litigation. The Company and its liability insurers, including certain Underwriters at Lloyd's of London, initiated legal proceedings against each other to primarily determine, among other things, whether the costs and liabilities associated
with the abatement of lead pigment are covered under certain insurance policies issued to the Company. The Company’s action, filed on March 3, 2006 in the Common Pleas Court, Cuyahoga County, Ohio, is currently stayed. The liability
insurers’ action, which was filed on February 23, 2006 in the Supreme Court of the State of New York, County of New York, has been dismissed. An ultimate loss in the insurance coverage litigation would mean that insurance proceeds could be
unavailable under the policies at issue to mitigate any ultimate abatement related costs and liabilities. The Company has not recorded any assets related to these insurance policies or otherwise assumed that proceeds from these insurance policies
would be received in estimating any contingent liability accrual. Therefore, an ultimate loss in the insurance coverage litigation without a determination of liability against the Company in the lead pigment or lead-based paint litigation will have
no impact on the Company’s results of operation, liquidity or financial condition. As previously stated, however, the Company has not accrued any amounts for the lead pigment or lead-based paint litigation and any significant liability
ultimately determined to be attributable to the Company relating to such litigation may result in a material impact on the Comp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                                              June 27, 2011
 Via E-mail

Mr. Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115-1075
 RE: The Sherwin-Williams Company
Form 10-K for the Year Ended December 31, 2010
Filed February 23, 2011 Form 10-Q for the Period Ended March 31, 2011 Filed April 26, 2011 Definitive Proxy Statement on Schedule 14A  Filed March 9, 2011 File No. 1-4851

Dear Mr. Hennessy:

We have reviewed your filings and have the following comment.  In our
comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter with in ten business days by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe  our comment applies to your  facts and circumstances,
please tell us why in your response.     After reviewing the information you provi de in response to this comment, we
may have additional comments.  Form 10-K for the Year Ended December 31, 2010

 Exhibit 13 – Annual Report

 Note 10 – Litigation, page 65

1. We have read your response to prior co mment five.  In future filings, please
expand your disclosures in a similar manne r to your response to state that it is

Mr. Sean P. Hennessy
The Sherwin-Williams Company June 27, 2011 Page 2
 not possible to estimate the range of r easonably possible losses as it relates to
the public nuisance claim litigation.

You may contact Era Anagnosti, Sta ff Attorney, at (202) 551-3369 or
Dietrich King, Staff Attorn ey at (202) 551-3338 if you have  any questions regarding
legal matters.  Please contact Ernest Green e, Staff Accountant at (202) 551-3733 or
me at (202) 551-3769 if you have questions  regarding comments on the financial
statements and related matters.         Sincerely,          / s /  R u f u s  D e c k e r           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                                                                             May 25, 2011
 Mr. Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115-1075
 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 Sc hedule 14A filed on March 9, 2011
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 with in ten business days by providing the
requested information, or by advising us when you will provide the requested response.  If you do not believe our comment s apply to your facts and circumstances,
please tell us why in your response.     After reviewing the information you pr ovide in response to these comments,
we may have additional comments.
Form 10-K for the Year Ended December 31, 2010

 Item 15. Exhibits and Financia l Statement Schedules, page 21

 1. 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 stat ement schedule was audited by your
independent registered public a ccounting firm.  If so, please make
arrangements with your independent re gistered public accounting firm to
revise its opinion in future filings 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

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 2
Schedule II in the notes to your consolid ated financial statements.  Refer to
Rule 5-04 of Regulation S-X.
 Exhibit 13 – Annual Report

Litigation, page 30
Insurance coverage lit igation, page 32

2. Please tell us why you have not provided  all of the information required by
Item 103 of Regulation S-K for these actions.
Report of Management on Internal Cont rol Over Financial Reporting, page 38

 3. 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 pa ragraph.  This description appears to be
based on the definition of internal contro l over financial repo rting set forth in
Rules 13a-15(f) and 15d-15(f) under th e 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 fina ncial reporting” as defined in Rules 13a–15(f) or
15d–15(f) under the Exchange Act.  In fu ture 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.

4. Please confirm to us, and in future fili ngs disclose that the assessment of the
effectiveness of the internal control over financial reporting was done with
the participation of your principal executive and prin cipal 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.
Note 10 – Litigation, page 65

5. On page 65, you indicate that the Con tingencies Topic of the ASC requires
disclosure of the contingency when ther e is a reasonable possi bility that a loss
or additional loss may have been incu rred if even the possibility may be
remote.  In discussing the public nuisance claim litigation, it is not clear whether there is a reasonable possibil ity 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

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 3
cannot be estimated.  If you believe th at they cannot be estimated, please
supplementally tell us why not and descri be 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.  Plea se show us in your supplemental
response what the revisions will look like.  Refer to ASC 450-20-50.
Definitive Proxy Statement on Schedule 14A filed on March 9, 2011

 Compensation Discussion and Analysis, page 27

Annual Cash Incentive Compensation, page 35

6. We note your tabular disclosure on page 37.  Please show us, and in future
filings disclose how the compensati on committee determined the actual
amounts of the 2010 awards.  In doing  so, please show us the specific
calculations for each named executive offi cer.  Also, please tell us, and in
future filings please disclose, how you determine “after tax return on net
assets employed.”  Refer to Item 402(b)(1)(v) of Regulation S-K.
 Long-Term Equity Incentive Compensation, page 37

Restricted Stock, page 38

7. Please refer to comment seven in our letter dated November 25, 2008 and
your December 30, 2008 response.  Pleas e confirm that you continue to
define and calculate “aver age return on average equ ity” as indicated in your
December 30, 2008 response and, to the extent applicable, please ensure that you make such disclosure in future filings.
   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Exchange Act of 1934 and all ap plicable Exchange Act rules require.
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 provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Mr. Sean P. Hennessy
The Sherwin-Williams Company May 25, 2011 Page 4
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities laws of
the United States.
 You may contact Era Anagnosti, Sta ff Attorney, at (202) 551-3369 or
Dietrich King, Staff Attorn ey at (202) 551-3338 if you have  any questions regarding
legal matters.  Please contact Ernest Green e, Staff Accountant at (202) 551-3733 or
me at (202) 551-3769 if you have questions  regarding comments on the financial
statements and related matters.        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        June 22, 2010   Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115
 Re: The Sherwin-Williams Company
Form 10-K for Fiscal Year Ended December 31, 2009
  Form 10-Q for Fiscal Quarter Ended March 31, 2010   File No. 1-4851

 Dear Mr. Hennessy:
We have completed our review of your filings and do not have any further comments
at this time.

       S i n c e r e l y ,            R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
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Sean P. Hennessy

Senior Vice President – Finance

and Chief Financial Officer

Phone: 216-566-2573

June 22, 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 fiscal year ended December 31, 2009

Form 10-Q for fiscal quarter 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 June 11, 2010 regarding your review of
Sherwin-Williams’ response letter dated June 8, 2010.

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

FORM 10-K FOR FISCAL  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 22, 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

Results
of Operations, page 31

    2.

    Comment: We note your response to prior comment 4. We continue to believe that you
should further clarify the specific amounts that you are referring to in arriving at the $8.6
million change and where these amounts are recorded on your statements of consolidated income.
In arriving at this amount, it appears that you are looking at certain components of the
other general expense – net, interest and net investment income, and other expense (income) –
net line items. It is not clear how you determined which components to include and exclude.
In this regard, you could consider discussing each line item as presented on your statements
of consolidated income rather than discussing components of various line items. Your proposed
disclosure states that these amounts represent administrative expenses not directly associated
with reportable operating segments, which you define on page 13 as the Paint Stores Group,
Consumer Group, and Global Finishes Group. It appears that there would be additional
administrative expenses not directly associated with these reportable
operating segments, including
those reported under the Administrative segment. Please advise or revise your disclosure as
necessary.

    Response: In response to the Staff’s comments, in future filings the Registrant will
revise its analysis of results of operations in Management’s Discussion and Analysis to discuss
each line item as presented in the statements of consolidated income by operating segment. An
example of this revised presentation using the results of operations for the year ended December
31, 2009 compared to the year ended December 31, 2008 is as follows:

Consolidated net sales for 2009 decreased due primarily to volume declines resulting from
continuing weak U.S. and foreign economic conditions. One acquisition completed during 2009
and four acquisitions completed throughout 2008 increased consolidated net sales 0.5
percent. Unfavorable currency translation rate changes decreased 2009 consolidated net
sales 1.3 percent. Net sales of all consolidated foreign subsidiaries decreased 8.4 percent
to $1.03 billion for 2009 versus $1.12 billion for 2008. Of the decrease in net sales for
all consolidated foreign subsidiaries during 2009, 10.0 percent related to unfavorable
foreign currency translation rates. Net sales of all operations other than consolidated
foreign subsidiaries decreased 11.5 percent to $6.07 billion for 2009 versus $6.86 billion
for 2008.

Net sales in the Paint Stores Group in 2009 decreased primarily due to lower paint volume
sales that were partially offset by the remaining impact of 2008 selling price increases.
Net sales from
stores open for more than twelve calendar months decreased 12.9 percent for the full year.
During 2009, the Paint Stores Group opened 53 new stores and closed 45 redundant locations
for

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

Mr. Rufus Decker

June 22, 2010

Page 3

a net increase of 8 stores, increasing the total number of stores in operation at
December 31, 2009 to 3,354 in the United States, Canada and the Caribbean. The Paint Stores
Group’s objective is to expand its store base an average of three percent each year,
primarily through internal growth. The percentage change in total paint sales volume was a
decrease in the mid-teens for the year over 2008 partially offset by impact of selling
price increases in the first half of 2008. Sales of products other than paint decreased
approximately 15.2 percent for the year over 2008. A discussion of changes in volume versus
pricing for sales of products other than paint is not pertinent due to the wide assortment
of general merchandise sold.

Net sales of the Consumer Group decreased due primarily to sluggish DIY demand at most of
the Group’s retail customers. Paint volume sales percentage change in the Consumer Group
compared to last year was a decrease in the mid-single digits. Sales of aerosols, brushes,
rollers, caulk and other paint related products decreased approximately 7.4 percent for the
year over 2008. A discussion of changes in volume versus pricing for sales of products
other than paint is not pertinent due to the wide assortment of paint-related merchandise
sold. The Consumer Group plans to continue its aggressive promotions of new and existing
products in 2010 and continue expanding its customer base and product assortment at
existing customers.

The Global Finishes Group’s net sales in 2009, when stated in U.S. dollars, decreased due
primarily to volume decreases and unfavorable currency translation rate changes partially
offset by selling price increases and acquisitions. Paint sales volume percentage decreased
in the mid-single digits. Acquisitions increased this Group’s net sales in U.S. dollars by
1.5 percent. Unfavorable currency translation rate changes in the year decreased net sales
by 4.8 percent for 2009. In 2009, the Global Finishes Group opened 18 new branches and
closed 20 locations for a net decrease of 2 branches decreasing the total to 539 branches
open in the United States, Mexico, Chile, Brazil, Canada, Uruguay, Argentina, Peru and
India at year-end. In 2010, the Global Finishes Group expects to continue expanding its
worldwide presence and improving its customer base.

Net sales in the Administrative segment, which primarily consist of external leasing
revenue of excess headquarters space and leasing of facilities no longer used by the
Company in its primary business, decreased by an insignificant amount in 2009.

Consolidated gross profit decreased $235.6 million related primarily to lower sales in
2009, but increased as a percent to net sales to 46.0 percent from 43.8 percent in 2008 due
primarily to selling price increases initiated over the past 18 months, cost control
efforts primarily in the Consumer Group and improved freight and other distribution costs
partially offset by incremental site closing costs and higher fixed costs related to
reduced manufacturing and distribution volume. The Paint Stores Group’s gross profit for
2009 decreased $163.2 million compared to 2008, but increased as a percent of sales by 3.5
percent due primarily to lower volume sales that were partially offset by higher selling
prices initiated in 2008. The Consumer Group’s gross profit increased $14.4 million for
2009 over 2008 due primarily to cost control efforts and reductions in freight and related
distribution costs partially offset by lower sales,
lower volume throughput in the manufacturing and distribution facilities and incremental
costs related to site closings. As a percent of sales, Consumer Group’s gross profit
increased by 3.2

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

Mr. Rufus Decker

June 22, 2010

Page 4

percent. The Global Finishes Group’s gross profit for 2009 decreased $78.9
million and decreased as a percent of sales by 0.7 percent due primarily to decreased sales
volumes, unfavorable foreign currency translation exchange rate changes, and increased
manufacturing and distribution costs relating to lower production volumes. Acquisitions
increased Global Finishes Group’s gross profit by $9.3 million, or 32.3 percent of
acquisition net sales, and foreign currency translation rate fluctuations decreased gross
profit by $29.6 million for 2009. The Administrative segment’s gross profit decreased by
an insignificant amount.

SG&A decreased by $108.8 million due primarily to good expense control. Acquisitions added
$15.9 million of SG&A in 2009, representing 40.1 percent of acquisition net sales. SG&A
increased as a percent of sales to 35.7 percent in 2009 from 33.1 percent in 2008. In the
Paint Stores Group, SG&A decreased $75.9 million for the year due primarily to good SG&A
spending control partially offset by increased spending due to the number of new store
openings. The Consumer Group’s SG&A increased by $14.7 million for the year due to the
impact of acquisition SG&A of $4.3 million, or 39.7 percent of acquisition net sales, and
increased spending on customer programs. The Global Finishes Group’s SG&A decreased by
$22.1 million for the year relating primarily to foreign currency translation rate
fluctuations of $23.7 million and good SG&A spending control that was partially offset by
acquisition SG&A of $11.7 million, or 40.3 percent of acquisition net sales. The
Administrative segment’s SG&A decreased $25.5 million primarily due to a decrease of $13.6
million in non-compensatory administrative expenses and a decrease in compensation expense
of $8.2 million ($17.8 million decrease in stock-based compensation expense not directly
associated with the Reportable Operating Segments, partially offset by increases in
incentive compensation expense of $9.6 million).

In the Administrative segment, the Company recognized $23.3 million in total stock-based
compensation expense during 2009, $41.1 million in 2008 and $35.4 million during 2007.
Total unrecognized stock-based compensation expense was $50.3 million at December 31, 2009,
and recognition is expected to occur over a weighted-average period of 1.60 years. The
weighted-average risk-free rate for 2009 grants of 2.39 percent was based upon the U.S.
Treasury yield curve at the time of grant. The weighted-average expected life of options of
5.27 years for 2009 was calculated using a scenario analysis model that uses historical
data to aggregate the holding period from actual exercises, post-vesting cancellations and
hypothetical assumed exercises on all outstanding options. The weighted average expected
volatility of stock for 2009 of 31.9 percent was calculated using historical and implied
volatilities. The weighted average expected dividend yield of stock for 2009 of 2.69
percent was the Company’s best estimate of the expected future dividend yield using
historical activity and expectations about future activity. See Note 13, on pages 70 and 71
of this report, for more information concerning stock based compensation.

Other general expense – net increased $14.3 million in 2009 compared to 2008. The increase
was mainly caused by an increase of $18.9 million in the Administrative segment, primarily
due
to an increase in provisions for environmental matters of $17.8 million and a $2.4 million
increase in costs associated with exit or disposal activities. Partially offsetting the
increases in

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

Mr. Rufus Decker

June 22, 2010

Page 5

the Administrative segment were insignificant changes in Other general expense
– net of the Reportable Operating Segments mainly related to decreases in net losses on the
disposition of assets. See Note 14, on page 72 of this report, for more information
concerning Other general expense – net.

Impairments of trademarks and goodwill decreased $40.5 million in 2009 compared to 2008.
As required by the Goodwill and Other Intangibles Topic of the ASC, management performed an
annual impairment test of goodwill and indefinite-lived intangible assets as of October 1,
2009. The impairment test in 2009 resulted in reductions in the carrying value of
trademarks with indefinite lives of $14.1 million and no reductions in value of goodwill.
The impairment charges are shown as a separate line in the Statements of consolidated
income in accordance with the Goodwill and Other Intangibles Topic of the ASC. The
impairment of trademarks with indefinite lives was charged to the Paint Stores Group ($11.0
million), the Global Finishes Group ($3.0 million), and the Consumer Group ($0.1 million).
The impairments related primarily to lower-than-anticipated projected sales of certain
acquired brands. See Note 5, on pages 51 through 53 of this report, for more information
concerning the impairment of intangible assets.

The $21.9 million Loss on dissolution of a foreign subsidiary in 2009 was a pre-tax expense
charged in the Global Finishes Group related to a European subsidiary that was dissolved in
the fourth quarter of 2009. See Note 3, on page 51 of this report, for more information
concerning the Loss on dissolution of a foreign subsidiary.

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

Interest and net investment income, primarily included in the Administrative segment,
decreased $1.5 million due to a lower level of short-term investments in 2009 when compared
to 2008 at lower overall rates. The net of the two combined for an overall decrease of
$24.1 million in the aggregate expense.

Other expense (income) – net fluctuated to $1.7 million income from $5.1 million expense in
2008. This change was due primarily to a decrease in unfavorable foreign currency related
transactions across all segments to a loss of $4.9 million in 2009 from a loss of $10.6
million in 2008. Partially offsetting the reduction in foreign currency transaction losses
was an increase in Net expense from financing and investing activities of $1.7 million
primarily in the Administrative segment and reduced dividend and royalty income of $1.1
million primarily in the Administrative Segment. An increase in other miscellaneous income
and expense items of $3.9 million, primarily in the Administrative segment, accounted for
the remaining fluctuation in Other expense (income) – net. See Note 14, on page 72 of this
report, for more information concerning Other expense (income) – net.

Consolidated Income before income taxes in 2009 decreased $91.7 million due primarily to a
decrease in gross profit of $235.6 million and the impact of a loss on dissolution of a
foreign subsidiary of $21.9 million partially offset by a decrease in selling, general and
administrative expenses of $108.8 million, a decrease in trademark and goodwill impairment
charges of $40.5

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

Mr. Rufus Decker

June 22, 2010

Page 6

million, and a reduction of $16.6 million in interest

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        June 11, 2010   Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115
 Re: The Sherwin-Williams Company
Form 10-K for Fiscal Year Ended December 31, 2009
  Form 10-Q for Fiscal Quarter Ended March 31, 2010   File No. 1-4851

 Dear Mr. Hennessy:
We have reviewed your response letter dated June 8, 2010 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 circumstan ces, please tell us why in
your response.       After reviewing the information you provi de in response to these comments, we
may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Exhibit 13

General
 1. 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.

Mr. Sean P. Hennessy
The Sherwin-Williams Company
June 11, 2010 Page 2 of 3   Management’s Discussion and Analysis

 Results of Operations, page 31

2. We note your response to prior comment 4.  We continue to believe that you should
further clarify the specific amounts that you are referring to in arriving at the $8.6
million change and where these amounts are recorded on your statements of
consolidated income.  In arriving at th is amount, it appears th at you are looking at
certain components of the other general e xpense-net, interest and net investment
income, and other expense (income)-net li ne items.  It is not clear how you
determined which components to include and exclude.  In this regard, you could
consider discussing each line item as presen ted on your statements of consolidated
income rather than discussing components  of various line items.  Your proposed
disclosure states that these amounts repres ent administrative expe nses not directly
associated with reportable operating segmen ts, which you define on page 13 as the
Paint Stores Group, Consumer Group, and Gl obal Finishes Group.  It appears that
there would be additional administrative expe nses not directly associated with these
reportable operating segments, including t hose reported under the Administrative
segment.  Please advise or revise your disclosure as necessary.

Financial Statements

Note 12 – Stock Purchase Plan and Preferred Stock, page 69
 3. We note your response to prior comment 5.  Please tell us whether the ESOP
borrowed funds from a third-party lender to pur chase your shares.  If so, please tell us
whether you have guaranteed the loan.  Please also confirm, if true, that you did not
borrow funds from a third-party lender and then loan these amounts to the ESOP to
purchase your shares.
    Form 10-Q for Fiscal Quarter Ended March 31, 2010

 General

 4. Please address the above comments in your interim filings as well.

Mr. Sean P. Hennessy
The Sherwin-Williams Company
June 11, 2010 Page 3 of 3
You may contact Nudrat Sa lik, Staff Accountant, at (202) 551-3692 or me at
(202) 551-3769 if you have questions regarding these comments.

       S i n c e r e l y ,            R u f u s  D e c k e r         Accounting Branch Chief

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631       May 19, 2010   Via U.S. mail and facsimile

 Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO The Sherwin-Williams Company
101 West Prospect Avenue Cleveland, Ohio 44115   RE: 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. Hennessy:    We have reviewed your response letter dated May 12, 2010 and have the following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Exhibit 13

General

1. 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.

Mr. Sean P. Hennessy
May 19, 2010
Page 2 of 4   Management’s Discussion and Analysis

 Cash Flow, page 25

 2. We note your response to prior comment 5.  Y our 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 indi cate that free cash
flow should not be considered an alternativ e 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 serv ice 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
.
 Results of Operations, page 31

3. We note your response to prior comment 7.  The Administrative segment’s loss
before taxes decreased by approximate ly $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 th ese amounts or clearly reconcile for each
period presented between the various ad ministrative 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.
 4. 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 se gment 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 clar ify as necessary.

Financial Statements

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

5. We note your response to prior comment 16.  ASC 810-10-15-12 indicates that an
employer should not consolidate an employee be nefit plan subject to the provisions of
Topic 715 or Topic 712.  It appears that th e ESOP may not be subject to ASC 715 as
it appears to be a leveraged ESOP.  Please further advise how you determined that

Mr. Sean P. Hennessy
May 19, 2010
Page 3 of 4
you do not need to evaluate the ESOP trus t for potential consolidation under the
variable interest model pursuant to ASC 810-10.

Note 16 – Net Income Per Common Share, page 74

6. 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 rema ins unclear how you determined that you do
not need to use the two-class method of co mputing earnings per share.  Please also
provide us with your materiality analysis pursuant to SA B 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.

Note 19 – Reportable Segment Information, page 75
 7. It is not clear how you determined it was a ppropriate to include the presentation of
operating segments that you determined we re not individually significant in the
Administrative segment column.  The Admi nistrative segment appears to primarily
represent the administrative expenses of your corporate headquarters site, interest
expense, interest and investment income, cer tain expenses related to closed facilities
and environmental-related matters, and ot her expenses which were not directly
associated with the reportable operating segments.  Please advise.  Refer to ASC 280-10-50-12 through 15.
 8. We note your response to prior comment 18.  You state that your chief operating
decision maker regularly receives a signifi cant amount of information about certain
divisions, business units or subsidiaries.  The chief opera ting decision maker uses all
such financial information for performance assessment and resource allocation decisions.  It appears that this financial information received is below the operating
segment level.  Please disclose what c onsideration was given to your chief operating
decision maker receiving this additional fi nancial information in determining your
operating segments.  Please supplementally provide us with a description of the
financial information the chief operating decision maker receives on a regular basis
below the operating segment level.

FORM 10-Q FOR PERI OD ENDED MARCH 31, 2010

General

9. Please address the above comments in your interim filings as well.

Mr. Sean P. Hennessy
May 19, 2010 Page 4 of 4   10. Please tell us what consideration you gave  to SEC Release No. 33-9106 in regards to
providing disclosures regarding climate change matters.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.         S i n c e r e l y ,
       R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
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Sean P. Hennessy

Senior Vice President — Finance

and Chief Financial Officer

Phone: 216-566-2573

May 12, 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

    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
April 6, 2010 regarding your review of Sherwin-Williams’ filing 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, 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.

    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.

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

Mr. Rufus Decker

May 12, 2010

Page 2

Management’s Discussion and Analysis

Critical Accounting Policies

Accounts Receivable, page 14

    2.

    Comment: Please expand your discussion to address which statements of consolidated
income line items are used to record accounts receivable allowances as well as how you
determine which line item to use to record these allowances. Specifically, please disclose in
which circumstances you record accounts allowances as a reduction to net sales and in which
circumstances you record accounts receivable allowances as an increase to selling, general and
administrative expenses or other expense line items. Please clarify if any of the allowances
recorded as selling, general and administrative expenses or in any other expense line item
were for reasons other than those associated with creditworthiness such as for disputed
invoices or pricing discrepancies. If so, tell us the corresponding amounts recorded during
each of three years ended December 31, 2009.

    Response: The Registrant does not record any accounts receivable allowances as a
reduction to net sales. In future filings, the Registrant will expand its disclosure regarding
Accounts Receivable to address where accounts receivable allowances are recorded on the
consolidated statements of income and clarify that all allowances were associated with
creditworthiness. For example, the following additional disclosure will be provided in future
filings, including interim filings, where appropriate:

All provisions for allowances for doubtful collection of accounts are related to the
creditworthiness of accounts and are included in Selling, general and administrative
expenses.

Purchase Accounting, Goodwill and Intangible Assets, page 15

    3.

    Comment: In the interest of providing readers with a better insight into management’s
judgments in accounting for goodwill, please disclose the following:

    •

    You disclose that a reporting unit is a reportable operating segment or one level below
the reportable operating segment (component level) as determined by the availability of
discrete financial information that is regularly reviewed by operating segment management
or an aggregate of component levels of a reportable operating segment having similar
economic characteristics. Please expand your disclosures to disclose what your actual
reporting units are; and

    •

    To the extent that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying value and to the extent that goodwill for these
reporting units, in the aggregate or individually, if impaired, could materially impact
your operating results, please provide the following disclosures for each of these
reporting units:

    •

    Identify the reporting unit;

    •

    The percentage by which fair value exceeds the carrying value as of the
most-recent step-one test;

    •

    The amount of goodwill;

    •

    A description of the assumptions that drive the estimated fair value;

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

Mr. Rufus Decker

May 12, 2010

Page 3

    •

    A discussion of the uncertainty associated with the key assumptions. For
example, to the extent that you have included assumptions in your discounted cash flow
model that materially deviates from your historical results, please include a
discussion of the assumptions; and

    •

    A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for
all of your reporting units, please disclose this determination. Please also provide the above
disclosures, as applicable, for any long-lived assets or asset groups for which you have determined
that undiscounted cash flows are not substantially in excess of the carrying value and to the
extent that the asset amounts, in the aggregate or individually, could materially impact your
operating results or total shareholder’s equity. Please refer to Item 303 of Regulation S-K and
Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting Policies for guidance.

    Response: In future filings, the Registrant will expand its disclosure to include the
number of reporting units, the percentage by which the fair values of the reporting units
exceeds their respective carrying values and information about the sensitivity of key
assumptions. An example future disclosure is as follows:

The Company had X reporting units with goodwill as of October 1, 20XX, the date of
the annual impairment test. The fair values of each of the reporting units exceeded
their respective carrying values by more than X% and, therefore, no goodwill
impairment was recorded. The Company performed a sensitivity analysis on the
discount rate, which is a significant assumption in the calculation of the fair
values. With a 1% increase in the discount rate, the reporting units would continue
to have fair values in excess of their respective carrying values.

    In future filings, if any reporting unit does not have an estimated fair value that is
substantially in excess of carrying value, the Registrant will provide the disclosures required
by Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial
Policies.

    In future filings, if all long-lived assets or groups of long-lived assets have undiscounted
cash flows substantially in excess of carrying value, a disclosure such as the following will be
made:

All long-lived assets or groups of long-lived assets had undiscounted cash flows
that were substantially in excess of their carrying value.

    In future filings, if any long-lived assets or groups of long-lived assets do not have
undiscounted cash flows that are substantially in excess of carrying value, the Registrant will
disclose the long-lived asset or group of long-lived assets, the percentage by which the undiscounted cash flow exceeded carrying value
and relevant information about the assumptions used in the fair value calculation.

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

Mr. Rufus Decker

May 12, 2010

Page 4

Financial Condition, Liquidity and Cash Flow

Overview, page 19

    4.

    Comment: You discuss net income adjusted for noncash items on pages 19 and 25. Given that this
amount appears to constitute a non-GAAP financial measure, please provide the disclosures
required by Item 10(e) of Regulation S-K.

    Response: The Company does not intend to use net income adjusted for noncash items in
future filings. However, if a non-GAAP financial measure is used in future filings, the
Registrant will ensure that disclosures regarding non-GAAP financial measures comply with Item
10(e) of Regulation S-K.

Cash Flow, page 25

    5.

    Comment:  You state that management considers a measurement of cash flow that is not in accordance
with US GAAP to be a useful tool in determining the discretionary portion of your net
operating cash. Please ensure that you discuss all material limitations of your measurement.
For example, there are some non-discretionary expenditures such as mandatory debt service
requirements that have not been included in your determination of free cash flow. 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: The Registrant respectfully believes that its current free cash flow
disclosure includes a clear description of how it is calculated and reconciliation to net
operating cash. Further, the disclosure includes a cautionary statement that the Company’s free
cash flow measurement may not be comparable to values considered by other entities using the
same terminology and indicates that free cash flow 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. The
Registrant believes that the disclosure does not include any potentially misleading inferences
about its usefulness, and that it is appropriate based on the guidance in Compliance and
Disclosures Interpretation 102.07.

Financial Covenant, page 30

    6.

    Comment:  Your disclosures indicate that the only financial covenant contained in your debt agreements
is related to consolidated leverage. Please disclose the specific terms of the consolidated
leverage covenant with any required ratio. Please disclose the actual ratio as of each
reporting date if it is reasonably likely that you will not be able to meet such covenant.
Please also consider showing the specific computations used to arrive at the actual ratio with
a corresponding reconciliation to US GAAP amounts. See Sections I.D and IV.C of the SEC
Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003.

    Response: The leverage ratio was .98, .88 and .83 at December 31, 2009, 2008 and 2007,
respectively. In future filings, the Registrant will revise its disclosure regarding the
financial covenant. The following additional disclosure was included in the March 31, 2010
interim filing:

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

Mr. Rufus Decker

May 12, 2010

Page 5

Certain borrowings contain a consolidated leverage covenant. The covenant states the
Company’s leverage ratio is not to exceed 3.00 to 1.00. The leverage ratio is
defined as the ratio of total indebtedness (the sum of Short-term borrowings,
Current portion of long-term debt, and Long-term debt) at the reporting date to
consolidated “Earnings Before Interest, Taxes, Depreciation, and Amortization”
(EBITDA) for the 12-month period ended on the same date. Refer to the “Results of
Operations” caption below for a reconciliation of EBITDA to Net income. At March 31,
2010, the Company was in compliance with the covenant.

    The leverage ratio was 1.24 and 1.23 at March 31, 2010 and 2009, respectively. In future
filings, if it is reasonably likely that the Registrant will not be able to meet the covenant,
the actual ratio will be disclosed.

Results of Operations, page 31

    7.

    Comment: Please also discuss with quantification the business reasons for changes in administrative
expenses as reported in your reconciliation from each segment’s profit to consolidated income
before income taxes or clearly reconcile for each period presented between the various
administrative amounts discussed in MD&A and the administrative expenses 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: In future filings, the Registrant will discuss with quantification all
significant business reasons for changes in the administrative expenses as reported in the
reconciliation from each segment’s profit to consolidated income before taxes. The discussion
will be included in the analysis of consolidated gross profit, SG&A and Other general expense —
net, as follows:

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.

    8.

    Comment:  You provide a discussion of administrative expenses not included in SG&A, which you state
decreased $8.6 million in 2009. 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: In future filings, the Registrant will clarify its explanation of changes in
administrative expenses included in the Administrative Segment. Refer to item 7 above for the
revised disclosure of the Administrative Segment administrative expenses and which line item(s)
are being included in this discussion.

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

Mr. Rufus Decker

May 12, 2010

Page 6

Financial Statements

Consolidated Balance Sheets, page 41

    9.

    Comment: The other accruals line item represents approximately 31% of your total current liabilities
at December 31, 2009. If applicable, please separately present
on the face of the balance sheet or
in a note to the financial statements any item that is in excess of 5%. Refer to Rule 5-02.20
of Regulation S-X.

    Response: None of the individual items or groups of items in other accruals is in
excess of 5% of total current liabilities, and therefore, none of the individual items or groups
of items is required to be presented separately on the balance sheet. In future filings, the
Registrant will continue to ensure that all significant amounts are reported as separate line
items in accordance with Rule 5-02.20 of Regulation S-X.

Statements of Consolidated Cash Flows, page 42

    10.

    Comment: You present the net increase (decrease) in long-term debt rather than separately presenting
the proceeds received from and repayments of long-term debt. Please present these amounts on
a gross basis or tell us how you determined your net presentation was appropriate. Refer to
ASC 230-10-45-26.

    Response: The Registrant acknowledges the Staff’s
comment, and in future filings proceeds received from long-term debt and repayments of long-term debt will be presented on a
gross basis in accordance with ASC 230-10-45-26.

Note 1 — Significant Accounting Policies

Property, Plant and Equipment, page 46

    11.

    Comment: Please disclose the income statement line item(s) in which you include depreciation and
amortization. If you do not allocate a portion of these amounts to cost of goods sold, please
tell us what consideration you gave to SAB Topic 11:B.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
April 6, 2010

Via U.S. mail and facsimile

Mr. Sean P. Hennessy  Senior Vice President - Finance and CFO The Sherwin-Williams Company
101 West Prospect Avenue Cleveland, Ohio 44115   RE: Form 10-K for the year ended December 31, 2009    File No. 1-4851   Dear Mr. Hennessy:    We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Exhibit 13

General

1. 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.

Mr. Sean P. Hennessy
April 6, 2010
Page 2 of 7   Management’s Discussion and Analysis

 Critical Accounting Policies

 Accounts Receivable, page 14

2. Please expand your discussion to address whic h statements of consolidated income
line items are used to record accounts r eceivable allowances as well as how you
determine which line item to use to reco rd these allowances.  Specifically, please
disclose in which circumstances you reco rd accounts receivable  allowances as a
reduction to net sales and in which circ umstances you record accounts receivable
allowances as an increase to selling, gene ral and administrative expenses or other
expense line items.  Please clarify if a ny of the allowances recorded as selling,
general and administrative expenses or in  any other expense line item were for
reasons other than those associated with  creditworthiness such as for disputed
invoices or pricing discrepanc ies.  If so, tell us the corresponding amounts recorded
during each of three year s ended December 31, 2009.
 Purchase Accounting, Goodwill and Intangible Assets, page 15

 3. In the interest of providing readers with a better insight into management’s judgments
in accounting for goodwill, please disclose the following:
• You disclose that a repor ting unit is a reportable opera ting segment or one level
below the reportable operating segment (c omponent level) as determined by the
availability of discrete financial info rmation that is regularly reviewed by
operating segment management or an a ggregate of component levels of a
reportable operating segment having similar economic characteristics.  Please
expand your disclosures to disclose what  your actual reporting units are; and
• To the extent that any of your reporting un its have estimated fair values that are
not substantially in excess of the carrying value and to the extent that goodwill for these reporting units, in the aggregate or individually, if impaired, could
materially impact your operating results, please provide the following disclosures
for each of these reporting units: o Identify the reporting unit;
o The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
o The amount of goodwill;
o A description of the assumptions that drive the estimated fair value;
o A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical results, please
include a discussion of these assumptions; and
o A discussion of any potential events and/or circumstances that could have a negative effect to the estimated fair value.

Mr. Sean P. Hennessy
April 6, 2010
Page 3 of 7
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please di sclose this determination.  Please also
provide the above disclosures,  as applicable, for any long- lived assets or asset groups
for which you have determined that undiscount ed cash flows are not substantially in
excess of the carrying value and to the extent that the asset amounts, in the aggregate or individually, could materially impact your  operating results or  total shareholder’s
equity.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of
the SEC’s Codification of Financial Reporting Policies for guidance.

Financial Condition, Liquidity and Cash Flow

Overview, page 19
 4. You discuss net income adjusted for noncash items on pages 19 and 25.  Given that this amount appears to constitute a non-GAAP  financial measure, please provide the
disclosures required by Item 10(e) of Regulation S-K.
 Cash Flow, page 25

 5. You state that management considers a measurement of cash flow that is not in
accordance with US GAAP to be a useful tool in determining the discretionary
portion of your net operating cash.  Pleas e ensure that you discuss all material
limitations of your measurement.  For ex ample, there are some non-discretionary
expenditures such as mandatory debt serv ice requirements that have not been
included in your determination of free cash flow.  Refer to Compliance and
Disclosures Interpretation 102.07 whic h is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
.

Financial Covenant, page 30

6. Your disclosures indicate that the only fi nancial covenant cont ained in your debt
agreements is related to consolidated levera ge.  Please disclose the specific terms of
the consolidated leverage covenant with any required ratio.  Please disclose the actual
ratio as of each reporting date if it is reasonably likely that you will not be able to
meet such covenant.  Please also consider showing the specific computations used to arrive at the actual ratio with a corres ponding reconciliation to US GAAP amounts.
See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non- GAAP Financial Measures dated June 13,
2003.

Results of Operations, page 31

 7. Please also discuss with quantificati on the business reasons for changes in
administrative expenses as reported in your  reconciliation from each segment’s profit

Mr. Sean P. Hennessy
April 6, 2010
Page 4 of 7
to consolidated income before income taxes or clearly reconcile for each period presented between the various administra tive amounts discussed in MD&A and the
administrative expenses amount shown in th e 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.
 8. You provide a discussion of administrativ e expenses not includ ed in SG&A, which
you state decreased $8.6 million in 2009.  It  is not clear how you arrived at the $8.6
million as well as which line item(s) are be ing included in this discussion.  Please
clarify as necessary.

Financial Statements

 Consolidated Balance Sheets, page 41

9. The other accruals line item represents approximately 31% of your total current
liabilities at December 31, 2009.  If applicab le, please separately present on the face
of the balance or in a note to the financial statements any item that is in excess of 5%.
Refer to Rule 5-02.20 of Regulation S-X.
 Statements of Consolidated Cash Flows, page 42

 10. You present the net increase (decrease) in  long-term debt rather than separately
presenting the proceeds received from and repayments of long-term debt.  Please present these amounts on a gross basis or  tell us how you determined your net
presentation was appropriate.   Refer to ASC 230-10-45-26.
 Note 1 – Significant Accounting Policies

 Property, Plant and Equipment, page 46

 11. Please disclose the income statement line item(s) in which you include depreciation and amortization.  If you do not allocate a po rtion of these amounts to cost of goods
sold, please tell us what  consideration you gave to SAB Topic 11:B.

Note 3 – Loss on Dissolution of a Foreign Subsidiary, page 51

12. Please tell us what consideration you gave to ASC 830-30-40 in regards to any
accumulated translation amounts associated w ith the European subsidiary which was
dissolved.

Mr. Sean P. Hennessy
April 6, 2010
Page 5 of 7   Note 5 – Goodwill, Intangible and Long-Lived Assets, page 51

13. In the summary of changes in the carry ing value of goodwill by reportable operating
segment provided on page 53, there appear to  be significant change s due to currency
and other adjustments for the year en ded December 31, 2009.  In this regard,
goodwill increased by 89% from $37.9 million to  $71.8 million for the global finishes
group segment due to currency and other adju stments.  For any significant changes
which are not currency related, please expa nd your disclosure to  explain the reason
for the change.
 Note 15 – Income Taxes, page 72

14. It appears that the new health care legislation enacted in 2010 may impact your financial statements pursuant to ASC 740- 10-35-4.  We remind you to disclose the
impact of any adjustments that are made as a result of the new legi slation, if material.
Refer to ASC 740-10-50-9.

Note 10.  Litigation, page 65

Insurance Coverage Litigation, page 68

15. An ultimate loss in the insurance coverage  litigation would mean that insurance
proceeds could be unavailable under the polic ies at issue to mitigate any ultimate
abatement related costs and liabilities.  Pl ease further clarify in your disclosures the
impact the ultimate loss in insurance covera ge litigation could have on your financial
statements.  For example, please clarify wh ether you have recorded any assets related
to these expected insurance recoveries or  otherwise assumed that these insurance
proceeds would be received in any accounti ng estimates that you have made.  Refer
to ASC 450-20-50.

Note 12 – Stock Purchase Plan and Preferred Stock, page 69
 16. Please disclose how the convertible preferred stock related to the employee stock ownership plan is treated for purposes of determining earnings per share amounts
pursuant to ASC 718-40.  Pleas e also tell us what consideration you gave as to
whether the ESOP trust is a variable  interest entity pursuant to ASC 810-10.

Note 16 – Net Income Per Common Share, page 74

17. You determined that the use of the two-class method of computing earnings per share does not have a significant impact on your  basic and diluted earnings per share
calculations.  The treasury stock method continues to be disclosed.  Please help us understand how you determined that you did not  need to use the two-class method of

Mr. Sean P. Hennessy
April 6, 2010
Page 6 of 7
computing earnings per share.  Please provide us with your materiality analysis pursuant to SAB Topics 1:M and 1:N.

Note 19 – Reportable Segment Information, page 75
 18. Because of your diverse operations, the chief operating decision maker regularly
receives discrete financial information about each reportable operating segment as
well as a significant amount of additional financial information about certain divisions, business units or subsidiaries.  The chief opera ting decision maker uses all
such financial information for performance assessment and resource allocation decisions.  Given that the chief operating decision maker uses additional financial
information, which appears to be at a level lower than your current operating
segments, for performance assessment and resource allocation, pl ease clarify in your
disclosure your consideration of this addi tional financial information in determining
your operating segments pursuan t to ASC 280-10-50-1.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• 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 federal securities laws of the United
States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Sean P. Hennessy
April 6, 2010 Page 7 of 7
If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3769.         S i n c e r e l y ,             R u f u s  D e c k e r         Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      April 3, 2009
Sean P. Hennessy
Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115
 RE: The Sherwin-Williams Company
Form 10-K for Fiscal Year  Ended December 31, 2008
File No. 33-28585

Dear Mr. Hennessy:

We have completed our review of your Form 10-K and have no further comments
at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Accountan t, at (202) 551-3733 or in his absence, to
the undersigned at (202) 551-3769.

       S i n c e r e l y ,           R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

March 31, 2009

By EDGAR and U.S. Mail

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549-7010

    Re:

    The Sherwin-Williams Company

    Form 10-K for Fiscal Year Ended December 31, 2008

    File No. 033-28585

Dear Mr. Decker:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams”) to address
the comments of the Staff of the Division of Corporation Finance contained in your letter dated
March 17, 2009 regarding your review of Sherwin-Williams’ filing 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, 2008

General

    1.

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

    Response: Where a comment requests additional disclosures or other revisions, our
response includes an example of what the revisions will look like. We will include these
revisions in our future filings, including our interim filings, where appropriate.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 14

Critical Accounting Policies and Estimates, page 15

Purchase Accounting, Goodwill and Intangible Assets, page 16

    2.

    Comment: You have recognized significant goodwill and intangible asset charges
during the year ended December 31, 2008. In the interest of providing readers with a better
insight into

The Sherwin-Williams Company       101 Prospect Avenue, N.W.       Cleveland, Ohio 44115

Phone: 216 566-2000
      Fax: 216 566-1708

Mr. Rufus Decker

March 31, 2009

Page 2

    management’s judgments in accounting for goodwill and intangible assets, please consider
disclosing the following:

    •

    The reporting unit level at which you test goodwill for impairment and your basis
for that determination;

    •

    Sufficient information to enable a reader to understand how you apply the
discounted cash flow valuation model in estimating the fair value of your reporting
units and why management selected this method as being the most meaningful in
preparing your goodwill impairment analyses;

    •

    How you determine the appropriate discount rates and attrition rates to apply in
your intangible asset impairment and analysis;

    •

    A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumptions based upon reasonably likely changes; and

    •

    If applicable, how the assumptions and methodologies used for valuing goodwill and
intangible assets in the current year have changed since the prior year, highlighting
the impact of any changes.

Response: In future filings, we will revise our disclosure regarding accounting for goodwill
and intangible assets to provide readers with a better insight into management’s judgments and a
better understanding of the assumptions and methodologies used for valuing goodwill and
intangible assets. For example, we will include the following revised disclosure in our future
filings, including our interim filings, where appropriate:

     Purchase Accounting, Goodwill and Intangible Assets

     In accordance with Statement of Financial Accounting Standards (FAS) No. 141, “Business
Combinations,” the Company used the purchase method of accounting to allocate costs of
acquired businesses to the assets acquired and liabilities assumed based on their estimated
fair values at the dates of acquisition. The excess costs of acquired businesses over the
fair values of the assets acquired and liabilities assumed were recognized as Goodwill. The
valuations of the acquired assets and liabilities will impact the determination of future
operating results. In addition to using management estimates and negotiated amounts, the
Company used a variety of information sources to determine the estimated fair values of
acquired assets and liabilities including: expert appraisals for the estimated value and
lives of identifiable intangible assets and property, plant and equipment; actuaries for the
estimated obligations of defined benefit pension plans and similar benefit obligations; and
legal counsel or other experts to assess the obligations associated with legal,
environmental and other contingent liabilities. The business and technical judgment of
management was used in determining which intangible assets have indefinite lives and in
determining the useful lives of finite-lived intangible assets in accordance with FAS No.
142, “Goodwill and Other Intangible Assets.”

     As required by FAS No. 142, management performs impairment tests of goodwill and
indefinite-lived intangible assets whenever an event occurs or circumstances change that
indicate impairment has more likely than not occurred. Also, as required by FAS No. 142,
management performs impairment testing of goodwill and indefinite-lived intangible assets at
least annually during the fourth quarter of each year.

Mr. Rufus Decker

March 31, 2009

Page 3

     In accordance with FAS No. 142, management tests goodwill for impairment at the
reporting unit level. A reporting unit is a reportable operating segment per FAS No. 131,
“Disclosures About Segments of an Enterprise and Related Information” or one level below the
reportable operating segment (component level) as determined by the availability of discrete
financial information that is regularly reviewed by operating segment management or an
aggregate of component levels of a reportable operating segment having similar economic
characteristics. At the time of goodwill impairment testing, management determines fair
value through the use of a discounted cash flow valuation model incorporating discount rates
commensurate with the risks involved for each reporting unit. If the calculated fair value
is less than the current carrying value, impairment of the reporting unit may exist. The use
of a discounted cash flow valuation model to determine estimated fair value is common
practice in impairment testing in the absence of available domestic and international
transactional market evidence to determine the fair value. The key assumptions used in the
discounted cash flow valuation model for impairment testing include discount rates, growth
rates, cash flow projections and terminal value rates. Discount rates are set by using the
Weighted Average Cost of Capital (WACC) methodology. The WACC methodology considers market
and industry data as well as Company-specific risk factors for each reporting unit in
determining the appropriate discount rates to be used. The discount rate utilized for each
reporting unit is indicative of the return an investor would expect to receive for investing
in such a business. Operational management, considering industry and Company-specific
historical and projected data, develops growth rates and cash flow projections for each
reporting unit. Terminal value rate determination follows common methodology of capturing
the present value of perpetual cash flow estimates beyond the last projected period assuming
a constant WACC and low long-term growth rates. As an indicator that each reporting unit has
been valued appropriately through the use of the discounted cash flow valuation model, the
aggregate fair value of all reporting units is reconciled to the total market capitalization
of the Company. The discounted cash flow valuation methodology and calculations used in 200X
impairment testing are consistent with prior years and have been reviewed by valuation
specialists.

     In accordance with FAS No. 142, management tests indefinite-lived intangible assets for
impairment at the asset level, as determined by appropriate asset valuations at acquisition.
Management utilizes the royalty savings method and valuation model to determine the
estimated fair value for each indefinite-lived intangible asset or trademark. In this
method, management estimates the royalty savings arising from the ownership of the
intangible asset. The key assumptions used in estimating the royalty savings for impairment
testing include discount rates, royalty rates, growth rates, sales projections and terminal
value rates. Discount rates used are similar to the rates developed by the WACC methodology
considering any differences in Company-specific risk factors between reporting units and
trademarks. Royalty rates are established by management and valuation experts and
periodically substantiated by valuation experts. Operational management, considering
industry and Company-specific historical and projected data, develops growth rates and sales
projections for each significant trademark. Terminal value rate determination follows common
methodology of capturing the present value of perpetual sales estimates beyond the last
projected period assuming a constant WACC and low long-term growth rates. The royalty
savings valuation methodology and calculations used in 200X impairment testing are
consistent with prior years and have been reviewed by valuation specialists.

Mr. Rufus Decker

March 31, 2009

Page 4

     In accordance with FAS No. 144, management performs impairment tests of long-lived
assets whenever an event occurs or circumstances change that indicate that the carrying
value may not be recoverable or the useful life has changed. Management utilizes
undiscounted cash flow projections to calculate the recoverable value of long-lived assets
to determine if the assets are impaired. When impairment is identified, a discounted cash
flow valuation model similar to that used to value goodwill at the reporting unit level,
incorporating discount rates commensurate with the risks associated with each asset, is used
to determine the fair value of the asset to measure potential impairment.

     The discounted cash flow and royalty savings valuation methodologies require management
to make certain assumptions based upon information available at the time the valuations are
performed. Actual results could differ from these assumptions. Management believes the
assumptions used are reflective of what a market participant would have used in calculating
fair value considering the current economic condition. See Notes X and X, pages XX through
XX of this report, for a discussion of businesses acquired, the estimated fair values of
goodwill and identifiable intangible assets recorded at acquisition date and reductions in
carrying value of goodwill, indefinite-lived intangible assets and long-lived assets
recorded during the interim and annual impairment tests in accordance with FAS No. 142 and
FAS No. 144.

In connection with responding to the Staff’s comments, Sherwin-Williams acknowledges that:

    •

    Sherwin-Williams is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    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

    •

    Sherwin-Williams may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

We want to thank the Staff for its review of our filing to assist us in compliance with the
applicable disclosure requirements and to enhance the overall disclosures in our filing.

If the Staff has any questions regarding our responses or any additional comments, please feel free
to contact me at (216) 566-2573.

Sincerely,

/s/ Sean P. Hennessy

Sean P. Hennessy

Senior Vice President-Finance and

Chief Financial Officer

    cc:

    Ernest Greene, Staff Accountant, SEC

    Louis E. Stellato, Senior Vice President, General Counsel and Secretary

    John L. Ault, Vice President-Corporate Controller

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             March 17, 2009
 Sean P. Hennessy Chief Financial Officer The Sherwin-Williams Company 101 West Prospect Avenue Cleveland, Ohio 44115
 RE: The Sherwin-Williams Company
Form 10-K for Fiscal Year  Ended December 31, 2008
File No. 33-28585

Dear Mr. Hennessy:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Sean P. Hennessy
March 17, 2009 Page 2  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 14
 Critical Accounting Policies and Estimates, page 15

Purchase Accounting, Goodwill and Intangible Assets, page 16
 2. You have recognized significant goodwill and intangible asset charges during the
year ended December 31, 2008.  In the intere st of providing readers with a better
insight into management’s judgments  in accounting for goodwill and intangible
assets, please consider disclosing the following:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Sufficient information to enable a reader to understand how you apply the
discounted cash flow valuation model in estimating the fair value of your
reporting units and why management sele cted this method as being the most
meaningful in preparing your goodwill impairment analyses;
• How you determine the appropriate discount  rates and attriti on rates to apply
in your intangible asse t impairment analysis;
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• If applicable, how the assumptions and methodologies used for valuing
goodwill and intangible assets in the curre nt year have changed since the prior
year, highlighting the im pact of any changes.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Mr. Sean P. Hennessy
March 17, 2009 Page 3
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
January 9, 2009

Stephen J. Perisutti, Senior Corporate Counsel
The Sherwin-Williams Company  101 Prospect Avenue, N.W. Cleveland, Ohio 44115
Re: The Sherwin-Williams Company
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 28, 2008 File No. 033-28585 Definitive Proxy Statement on Schedule 14A Filed March 5, 2008 File No. 033-28585

Dear Mr. Perisutti:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,    Pamela A. Long Assistant Director

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CORRESP

December 30, 2008

By EDGAR and U.S. Mail

Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

    Re:

    The Sherwin-Williams Company

    Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007

    Filed February 28, 2008

    File No. 033-28585

    Definitive Proxy Statement on Schedule 14A

    Filed March 5, 2008

    File No. 033-28585

Dear Ms. Long:

We have set forth below responses of The Sherwin-Williams Company (“Sherwin-Williams”) to address
the comments of the Staff of the Division of Corporation Finance contained in your letter dated
November 25, 2008 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.

Annual Report on Form 10-K

Item 1A. Risk Factors, page 6

    1.

    Comment: In future filings containing risk factor disclosure, please refrain from
using qualifying or limiting statements in the introductory paragraph, such as references to
other risks that you do not currently deem material or of which you are currently unaware. In
view of the requirements of Item 503(c) of Regulation S-K, such qualifications and limitations
are inappropriate. Your risk factor disclosure should address all of the material risks that
you face. If you do not deem risks material, you should not make reference to them.

    Response: In future filings containing risk factor disclosure, we will refrain from
using qualifying or limiting statements in the introductory paragraph.

The Sherwin-Williams Company     101 Prospect Avenue, N.W.     Cleveland, Ohio 44115

Phone:  216 566-2000     Fax: 216 566-1708

Ms. Pamela Long

December 30, 2008

Page 2

Item 3. Legal Proceedings, page 12

    2.

    Comment: In future filings, please quantify the relief sought in each of the
material legal proceedings you describe that are still pending. If this information is not
available, disclose how many claimants in the litigation do not assert any specific amount of
damages and disclose
the range of damages asserted by all other claimants. For example, “X claims assert damages of
$; X claims assert between $ and $ in compensatory and between $ and $ in punitive damages; X
claims seek compensatory damages of less than $,” etc. Please see Item 103 of Regulation S-K.

    Response: We respectfully disagree with the Staff’s position that Item 103 of
Regulation S-K requires us to quantify the relief sought in each of the disclosed material
proceedings or, in the alternative if such information is not available, to disclose the number
of claimants that do not assert any specific amount of damages and to disclose the range of
damages asserted by all other claimants.

    Notwithstanding our disagreement with the Staff’s position, we provide the following
supplemental information. Our disclosed material legal proceedings relate to
environmental-related matters and lead pigment and lead-based paint litigation. Regarding the
environmental-related matters and the lead pigment and lead-based paint litigation, none of the
claimants in the pending litigation assert a specific amount of damages.

Proxy Statement for 2008 Annual Meeting

Compensation Discussion and Analysis, page 19

Base Salary, page 22

    3.

    Comment: In future filings, please disclose how you determined the maximum amount of
the range for merit salary increases.

    Response: In future filings, we will provide disclosure regarding how we determine the
maximum amount of the range for merit salary increases for all of our employees. For example,
we will add the following disclosure to our Definitive Proxy Statement relating to our 2009
Annual Meeting of Shareholders:

    “We set the range of merit salary increases for all employees as part of our annual operating
budget process. The maximum amount of the range is equal to the amount necessary to increase
the salary of an employee (whose salary is below median market for his position, but who
receives the highest performance rating) to an amount that approximates the median market salary
for his position.”

Annual Cash Incentive Compensation, page 23

    4.

    Comment: You disclose that “[t]arget levels for financial performance goals are
generally set at a level that show improvement over the prior year (emphasis added).” In
future filings,

Ms. Pamela Long

December 30, 2008

Page 3

    please disclose what you mean by “show improvement.” In doing so, among other
things you may wish to address whether any improvement over the prior year, regardless of its
magnitude, would be sufficient to satisfy the standard.

    Response: In future filings, we will provide additional disclosure regarding what is
meant by “show improvement” to the extent financial performance goals are set at those levels.
For example, we will add the following disclosure to our Definitive Proxy Statement relating to our 2009 Annual
Meeting of Shareholders:

    “When target levels for financial performance goals are set at levels that show improvement over
the prior year, the levels coincide with improvements established by our annual operating budget
over the level realized in the prior operating year. The Board of Directors reviews our annual
operating budget, each financial improvement objective therein and approves financial
performance goals that are set at levels that show relative improvement over the prior year at
the same magnitude of improvement as is set forth in our annual operating budget.”

    5.

    Comment: We note your statement on page 24 that disclosure of the target levels for
Mr. Oberfeld’s performance goals relating to Paint Stores Group profit before taxes, return on
sales and gallons sold would have caused the company competitive harm. Please tell us how
competitors may be able to determine details about the company’s product pricing based on
these performance targets and explain how this would affect you differently than other
companies who disclose performance targets. In preparing your response, please take note of
the guidance contained in Instruction 4 to the Instructions to Item 402(b) of Regulation S-K.

    Response: Our Paint Stores Group (“PSG”) operates approximately 3,300 paint stores in
the United States, Canada and the Caribbean while our closest domestic competitor operates less
than 700 similar paint stores in the same regions. Our paint stores are the exclusive outlets
for Sherwin-Williams® manufactured and branded paints, stains, painting tools, supplies and
equipment. This controlled distribution platform for manufactured products gives us a strategic
advantage over our closest competitors in the highly competitive paint and coatings market.
Disclosure of PSG profit before taxes, return on sales and gallons sold from the paint stores
operations that are used to determine Mr. Oberfeld’s goal achievement would result in
significant competitive harm by disclosing certain underlying values of this controlled
distribution platform to our competitors and could significantly impact our negotiations with
our customers and suppliers. Additionally, disclosure of gallons sold from our PSG would allow
our competitors to closely estimate the gallon production and production costs of such products
throughout other segment reporting units of the Company.

    Mr. Oberfeld’s goals related to PSG profit before taxes and return on sales are based solely on
the operations of our paint stores taking into consideration negotiated costs for manufactured
goods and certain other allocated costs which differ from costs that must be allocated for
proper PSG Segment reporting. Thus, disclosing Mr. Oberfeld’s goals of profit before tax and
return on sales could provide our competition with detailed internal operating performance
statistics regarding our manufactured goods, costs to produce those goods and costs related to
our controlled distribution platform which would result in significant competitive harm as it
relates to customer pricing and

Ms. Pamela Long

December 30, 2008

Page 4

    competitive bidding on painting contracts and paint supply
contracts in PSG as well as other operating segments of the Company.

    Similarly, the disclosure of gallons sold in the PSG that are used to determine Mr. Oberfeld’s
goal achievement would result in substantial competitive harm. Using reported PSG sales, profit
before taxes and return on sales when combined with disclosure of gallons sold by the PSG, our
competitors will be able to closely estimate our PSG contribution margin per gallon and product
cost within PSG for products sold through our paint stores which would put us at a significant competitive
disadvantage to our competitors when quoting customer prices and submitting bids. Further, this
information could be used by customers and suppliers of PSG and certain other operating segments
of the Company as a bargaining point in negotiations impacting price, costs and other factors to
our competitive disadvantage. Even a small impact on such negotiations could have a significant
negative impact on our profitability and competitive positions throughout all of our operating
segments.

    6.

    Comment: In future filings, if you properly withhold target levels or other factors
relating to annual cash incentive compensation, please disclose how difficult it would be for
the executive or how likely it would be for the company to achieve the undisclosed target
levels or factors. In this regard, we believe that only noting that goals were set at amounts
that exceeded the prior year results generally would be insufficient disclosure, as
Instruction 4 to the Instructions to Item 402(b) of Regulation S-K contemplates a discussion
of how difficult it would be to achieve the undisclosed target levels or other factors.

    Response: In future filings, in the event we properly withhold target levels or other
factors relating to annual cash incentive compensation, we will provide disclosure regarding how
difficult it would be to achieve the undisclosed target levels or other factors as required by
Instruction 4 to the Instructions to Item 402(b) of Regulation S-K.

Long-term Equity Incentive Compensation, page 25

    7.

    Comment: In future filings, please disclose how you calculate “average return on
average equity.”

    Response: In future filings, we will disclose how we calculate “average return on
average equity.” For example, we will add the following disclosure to our Definitive Proxy
Statement relating to our 2009 Annual Meeting of Shareholders:

    “We calculate average return on average equity for the four-year period as follows. Return on
average equity for each year of the four-year period is calculated by dividing our reported net
income (excluding any items relating to extraordinary events or which result in a distortion of
comparative results) by our average of beginning and ending shareholders’ equity for that year.
We then calculate the average of those amounts over the four-year period to arrive at average
return on average equity. The number of shares of restricted stock that vested in February 2008
did not increase due to any

Ms. Pamela Long

December 30, 2008

Page 5

    change in reported net income due to excluding items relating to
extraordinary events or which resulted in a distortion of comparative results.”

    We will add similar disclosure to our Definitive Proxy Statement relating to our 2009 Annual
Meeting of Shareholders with respect to restricted stock that will vest in February 2009.

In connection with responding to the Staff’s comments, Sherwin-Williams acknowledges that:

    •

    Sherwin-Williams is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    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

    •

    Sherwin-Williams may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

We want to thank the Staff for its review of our filings to assist us in compliance with the
applicable disclosure requirements and to enhance the overall disclosures in our filings.

If the Staff has any questions regarding our responses or any additional comments, please feel free
to contact me at (216) 566-2478.

Sincerely,

/s/ Richard A. Legenza

Richard A. Legenza

Associate General Counsel

    cc:

    Brigitte Lippmann, Senior Staff Attorney, SEC

    Dieter King, Staff Attorney, SEC

    Louis E. Stellato, Vice President, General Counsel and Secretary

    Stephen J. Perisutti, Senior Corporate Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
November 25, 2008

Stephen J. Perisutti, Senior Corporate Counsel
The Sherwin-Williams Company  101 Prospect Avenue, N.W. Cleveland, Ohio 44115

Re: The Sherwin-Williams Company
Annual Report on Form 10-K for Fiscal Year Ended December 31, 2007 Filed February 28, 2008 File No. 033-28585 Definitive Proxy Statement on Schedule 14A Filed March 5, 2008 File No. 033-28585

Dear Mr. Perisutti:
We have limited our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Please feel free to call us at the telephone numbers listed at the end of this letter.
Annual Report on Form 10-K

Item 1A. Risk Factors, page 6
1. In future filings containing risk factor disclosure, please refrain from using qualifying or
limiting statements in the introductory paragraph, such as references to other risks that you do not currently deem material or of which you are currently unaware. In view of the

Stephen J. Perisutti
The Sherwin-Williams Company
November 25, 2008 Page 2
requirements of Item 503(c) of Regulation S- K, such qualifications and limitations are
inappropriate.  Your risk factor disclosure s hould address all of the material risks that you
face.  If you do not deem risks material, you should not make reference to them.
Item 3. Legal Proceedings, page 12

2. In future filings, please quantify the relief sought in each of the material legal proceedings you describe that are still pending.  If this information is not available, disclose how many claimants in the litigation do not assert any specific amount of damages and disclose the range of damages asserted by all other claimants.  For example, “X claims assert damages of $; X claims assert between $ and $ in compensatory and between $ and $ in punitive damages; X claims seek compensatory damages of less than $,” etc.  Please see Item 103 of Regulation S-K.
Proxy Statement for 2008 Annual Meeting

Compensation Discussion and Analysis, page 19
Base Salary, page 22
3. In future filings, please disclose how you determined the maximum amount of the range for merit salary increases.
Annual Cash Incentive Compensation, page 23

4. You disclose that “[t]arget levels for financial performance goals are generally set at a level that show improvement  over the prior year (emphasis added).”  In future filings,
please disclose what you mean by “show improvement.”  In doing so, among other things you may wish to address whether any improvement over the prior year, regardless of its magnitude, would be sufficient to satisfy the standard.
5. We note your statement on page 24 that disclosure of the target levels for Mr. Oberfeld’s performance goals relating to Paint Stores Group profit before taxes, return on sales and gallons sold would have caused the company competitive harm.  Please tell us how competitors may be able to determine details about the company’s product pricing based on these performance targets and explain how this would affect you differently than other companies who disclose performance targets.  In preparing your response, please take note of the guidance contained in Instruction 4 to the Instructions to Item 402(b) of Regulation S-K.
6. In future filings, if you properly withhold target levels or other factors relating to annual cash incentive compensation, please disclose how difficult it would be for the executive or how likely it would be for the company to achieve the undisclosed target levels or factors.  In this regard, we believe that only noting that goals were set at amounts that exceeded the prior year results generally would be insufficient disclosure, as Instruction 4

Stephen J. Perisutti
The Sherwin-Williams Company
November 25, 2008 Page 3
to the Instructions to Item 402(b) of Regul ation S-K contemplates a discussion of how
difficult it would be to achieve the undisclosed target levels or other factors.
Long-term Equity Incentive Compensation, page 25

7. In future filings, please disclose how you calculate “average return on average equity.”
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
To expedite our review, you may wish to provide complete packages to each of the
persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require.  Since the company and its management are in possession of all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in its filings;
• 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 federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Stephen J. Perisutti
The Sherwin-Williams Company November 25, 2008 Page 4
Please contact Dieter King, staff attorney, at (202) 551-3338 or Brigitte Lippmann, senior
staff attorney, at (202) 551-3713 with any other questions.
Sincerely,    Pamela Long Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

December 1, 2006

Mr. Sean P. Hennessy
Senior Vice President – Finan ce and Chief Financial Officer
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075

 RE:  Form 10-K for the Fiscal  Year ended D ecember 31, 2005
                     Form 10-Q for the Fiscal Quarters  ended March 31, 2006, June 30,
  2006 and September 30, 2006
                     File No. 1-4851

Dear Mr. Hennessy:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

        If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Rufus Decker, the
undersigned, at (202) 551-3769.

          Sincerely,

        R u f u s  D e c k e r
        B r a n c h  C h i e f

CORRESP
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The
Sherwin-Williams Company

101 Prospect Avenue, N.W.

Cleveland, Ohio 44115

Phone: (216) 566-2573

    Sean P. Hennessy

    Senior Vice President – Finance and

Chief
Financial Officer

    November 30, 2006

By EDGAR and U.S. MAIL

Mr. Rufus Decker

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:

    THE SHERWIN-WILLIAMS COMPANY (“Registrant”)

    Form 10-K for the Fiscal Year ended December 31, 2005

    Forms 10-Q for the Fiscal Quarters ended March 31, 2006, June 30, 2006 and September
30, 2006

    File No. 1-4851

Dear Mr. Decker:

The following responses by the Registrant are being provided to address the comments set forth in
your letter dated November 15, 2006 regarding your review of the Registrant’s responses to the
Staff’s prior comments. Each comment has been restated below followed by the Registrant’s
response.

Form 10-K for the year ended December 31, 2005

General

    1.

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

    Response: Where a comment requests additional disclosures or other revisions, the
Registrant’s response will include an example of what the revisions will look like. The

Mr. Rufus Decker

November 30, 2006

Page 2

    Registrant will include such additional disclosures or other revisions, in its future
filings, including interim filings where applicable.

Financial Statements

Note 12 – Other Expense – net, page 66

    2.

    Comment: We have reviewed your response to comment 9. The expenses included within
the Other Expense-net line item include both operating and non-operating expenses.
Non-operating expenses, such as dividend and royalty income, net expense of financing and
investing activities, foreign currency related losses and other non-operating income and
expense items may be presented where they are currently shown in the Other Expense-net line
item in your statements of income. Operating expenses, such as the provisions for
environmental matters-net, the (gain) loss on disposition of assets and the loss on
disposition of joint venture investment (assuming it was consolidated), would be better
presented where your other operating expenses, such as selling, general and administrative
expenses and goodwill impairment are shown in your statements of income. Please refer to Rule
5-03 of Regulation S-X.

    Response: The Registrant will present the provisions for environmental matters-net,
the (gain) loss on disposition of assets and the loss on disposition of joint venture
investment in a separate line item where selling, general and administrative expenses and
goodwill impairment are shown in the statements of income. The Registrant will continue to
present dividend and royalty income, net expense of financing and investing activities,
foreign currency related losses and other income and expense on the Other expense-net line
item in the statements of income. The Registrant will continue to fully disclose detail of
the respective line items in a footnote to the financial statements. The following is a
partial example of a revised statement of income to be included in the Registrant’s future
filings, including interim filings where applicable:

    2005

    Gross profit

    3,080,365

    Percent to net sales

    42.8
    %

    Selling, general and administrative expenses

    2,326,220

    Percent to net sales

    32.4
    %

    Other general expense — net

    29,157

    Goodwill impairment

    22,000

    Interest expense

    49,586

    Interest and net investment income

    (4,595
    )

    Other expense — net

    1,782

    Income before income taxes and minority interest

    656,215

    The following is an example of a revised footnote to be included in the Registrant’s
future filings, including interim filings where applicable:

Mr. Rufus Decker

November 30, 2006

Page 3

    NOTE X — OTHER GENERAL EXPENSE-NET AND OTHER EXPENSE-NET

    Included in the Other general expense-net caption of the Statements of
Consolidated Income were the following:

    2005

    (Gain) loss on disposition of assets

    $
    (3,621
    )

    Loss on disposition of joint venture investment

    7,858

    Provisions for environmental
matters-net

    24,920

    Total

    $
    29,157

    The (gain) loss on disposition of assets represents realized gains or losses
associated with the disposal of fixed assets.

    The loss on disposition of joint venture investment represents a realized loss
resulting from the sale at less than carrying value of the Company’s majority
ownership of Kinlita, a joint venture in China included in the Global Group.

    Provisions for environmental matters–net represent site specific increases or
decreases to environmental-related accruals as information becomes available upon
which more accurate costs can be reasonably estimated and as additional accounting
guidelines are issued. Environmental-related accruals are not recorded net of
insurance proceeds in accordance with Financial Accounting Standards Board (FASB)
Interpretation No. 39. See Note K for further details on the Company’s
environmental-related activities.

    Included in the Other expense-net caption of the Statements of Consolidated Income
were the following:

    2005

    Dividend and royalty income

    $
    (3,329
    )

    Net expense from financing
and investing activities

    5,762

    Foreign currency related losses

    1,354

    Other income

    (4,794
    )

    Other expense

    2,789

    Total

    $
    1,782

    The net expense from financing and investing activities includes the net gain or loss
relating to the change in the Company’s investment in certain long-term asset funds
and financing fees.

    Foreign currency related losses included foreign currency transaction gains and
losses and realized and unrealized gains and losses from foreign currency option and
forward contracts.

    Other income and Other expense included items of revenue, gains, expenses and losses
that were unrelated to revenues associated with the primary business purpose of the
Company.

    Each individual item within the other income or other expense caption was immaterial;
no single category of items exceeded $1,000.

Mr. Rufus Decker

November 30, 2006

Page 4

Note 17 – Reportable Segment Information, page 69

    3.

    Comment: Please revise your intersegment transfer disclosure to clearly disclose in a
tabular format the intersegment sales each segment has, the intersegment expenses each segment
has and the net result of those sales and purchases on each segment’s profit (loss). If there
is a markup on intersegment sales over actual cost, please also disclose in Note 1 the line
item, such as administrative, where the reversal of the markup is included in each segment’s
profit (loss) is included in the reconciliation to your consolidated income before income
taxes and minority interest. Please refer to SFAS 131.

    Response: The Registrant will revise its intersegment transfer disclosure to a
tabular format as shown below. As disclosed in Note 17 on page 70, the majority of intersegment transfers are valued
at approximate manufactured, delivered cost. Intersegment transfers that are not valued at
cost are accounted for at values comparable to normal unaffiliated customer sales. The
Registrant supplementally advises the staff that any profits realized on intersegment
transfers, adjusted for intersegment transfers held in inventory, are retained in each
respective segment. The adjustments relating to intersegment transfers held in inventory
were insignificant. The following is an example of the tabular format to be included in the
Registrant’s future filings, including interim filings where applicable for each period
presented in the financial statements:

    (Millions of Dollars)

    2005

    Administrative

    Consolidated

    Paint Stores Group

    Consumer Group

    Global Group

    and Eliminations

    Totals

    Net external sales

    $
    4,352

    $
    1,391

    $
    1,440

    $
    8

    $
    7,191

    Intersegment transfers

    1,474

    119

    (1,593
    )

    Net sales

    4,352

    2,865

    1,559

    (1,585
    )

    7,191

    Segment profit (1)

    569

    171

    103

    843

    Interest expense

    (50
    )

    (50
    )

    Corporate expenses and other

    (137
    )

    (137
    )

    Income before income taxes
and
minority interest

    $
    569

    $
    171

    $
    103

    $
    (187
    )

    $
    656

    Operating segment margins

    13.1
    %

    6.0
    %

    6.6
    %

    Identifiable assets

    $
    1,287

    $
    1,602

    $
    726

    $
    754

    $
    4,369

    Capital expenditures

    48

    62

    16

    17

    143

    Depreciation

    46

    34

    26

    14

    120

    (1)

    Segment profit includes $24 in the Consumer Group and $4 in
the Global Group of mark-up on intersegment transfers realized as a
result of external sales by the Paint Stores Group.

Form 10-Q for the period ended September 30, 2006

General

    4.

    Comment: Please address the comments above in your interim filings as well.

    Response: The Registrant will address the comments above, in its future interim
filings where applicable.

Mr. Rufus Decker

November 30, 2006

Page 5

Financial Statements

Note P – Litigation, page 16

    5.

    Comment: We have reviewed your response to comment 13. We understand that the scope
of the unfavorable jury verdict has not been determined and that it may not be possible to
estimate the range of loss. However, based on the unfavorable jury verdict it appears that it
may be probable that a loss has been incurred. Although it may be difficult to estimate the
potential range of loss, it appears that the minimum loss as a result of this unfavorable jury
verdict is unlikely to be zero and that at least the minimum amount of loss should be
recorded. Please refer to paragraph 3 of FIN 14 and to SFAS 5. In addition, under paragraph
166 of SOP 96-1, entities are encouraged to disclose the estimated time frame for the
resolution of the uncertainty as to the amount of the loss.

    Response: Paragraph 8 of SFAS 5 requires that the estimated loss from a loss
contingency be recorded if (a) it is probable that one or more future events will occur
confirming the fact of the loss and (b) the amount of the loss can be reasonably estimated.
The Registrant believes that neither of these conditions have been met with respect to the
Rhode Island lead pigment litigation. The February 22, 2006 unfavorable jury verdict has
not yet been set forth in a judgment by the Rhode Island Court. As stated in the
Registrant’s initial response, considering the various post-trial motions and other matters
remaining before the Rhode Island Court and the potential appealable issues arising from the
proceedings, the Registrant has determined that it is not likely that one or more future
events will occur that confirm the loss. Further, due to the various uncertainties
surrounding the Rhode Island lead pigment litigation, including the Registrant’s ultimate
liabilities regarding this litigation and the scope and manner of any abatement remedy, the
Registrant cannot reasonably estimate any potential range of loss or reasonably estimate any
potential minimum loss. Since the Registrant believes that the conditions in paragraph 8 of
SFAS 5 have not been met, it cannot record a minimum amount of loss in accordance with
paragraph 3 of FIN 14 nor disclose an estimated time frame of such loss in accordance with
paragraph 166 of SOP 96-1. In accordance with paragraph 10 of SFAS 5, the Registrant
continues to disclose the nature of this loss contingency and that an estimate cannot be
made.

The Registrant and its management recognize that they are in possession of all facts relating to
disclosure and are responsible for the accuracy and adequacy of the disclosures made. The
Registrant and its management believe that they have provided all information required under the
Securities and Exchange Act of 1934 and provided all information investors require for an informed
decision.

In connection with responding to the Staff’s comments, the Registrant and its management
acknowledge that:

    •

    the Registrant is responsible for the adequacy and accuracy of the disclosures of its
filings;

Mr. Rufus Decker

November 30, 2006

Page 6

    •

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

    •

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

We understand that the Division of Enforcement has access to all information we have provided to
the Staff of the Division of Corporation Finance as part of its review of our filing and responses
to your comments on our filings.

If the Staff has any questions regarding our responses or if the Staff has any additional comments
to raise, please contact the undersigned.

    Very truly yours,

    /s/ Sean P. Hennessy

    Sean P. Hennessy

    Senior Vice President – Finance and

Chief Financial Officer

    cc:

    Gus Rodriguez

    United States Securities and Exchange Commission

    Christopher M. Connor

    Chairman and Chief Executive Officer

    The Sherwin-Williams Company

    Louis E. Stellato

    Vice President, General Counsel and Secretary

    The Sherwin-Williams Company

    John L. Ault

    Vice President – Corporate Controller

    The Sherwin-Williams Company

CORRESP
1
filename1.htm

corresp

The
Sherwin-Williams Company

101 Prospect Avenue, N.W.

Cleveland, Ohio 44115

Phone: (216) 566-2573

Sean P. Hennessy

Senior Vice President – Finance and

Chief Financial Officer

November 3, 2006

By EDGAR and U.S. MAIL

Mr. Rufus Decker

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:

    THE SHERWIN-WILLIAMS COMPANY (“Registrant”)

    Form 10-K for the Fiscal Year ended December 31, 2005

    Forms 10-Q for the Fiscal Quarters ended March 31, 2006 and June 30, 2006

    File No. 1-4851

Dear Mr. Decker:

The following responses by the Registrant are being provided to address the comments set forth in
your letter dated October 3, 2006 regarding your review of the Registrant’s filings noted above.
Each comment has been restated below followed by the Registrant’s response.

Form 10-K for the year ended December 31, 2005

General

    1.

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

    Response: Where a comment requests additional disclosures or other revisions, the
Registrant’s response will include an example of what the revisions will look like. The
Registrant has included such additional disclosures or other revisions, where appropriate,
in

Mr. Rufus Decker

November 3, 2006

Page 2

its Form 10-Q for the fiscal quarter ended September 30, 2006, which was filed on October
25, 2006.

Selected Financial Data, page 15

    2.

    Comment: Please disclose how the ratio of earnings to fixed charges is numerically
computed.

    Response: The Registrant supplementally provides the following explanation and
numerical computation of the figures used to calculate the ratio of earnings to fixed
charges:

    (a)

    For purposes of calculating the ratio of earnings to fixed
charges, earnings represents income before income taxes, minority interest and
cumulative effect of change in accounting principle plus fixed charges. Fixed
charges consist of interest expense, net, including amortization of discount and
financing costs and the portion of operating rental expense which management
believes is representative of the interest component of rent expense. The
following schedule includes the figures used to calculate the ratios for 2005 –
2001:

2005

    2004

    2003

    2002

    2001

    Earnings

    $
    656,215

    $
    580,195

    $
    522,926

    $
    497,164

    $
    424,449

    Fixed charges:

    Interest expense, net

    49,586

    39,948

    38,742

    40,475

    54,627

    Interest component of rent expense

    65,129

    57,252

    51,238

    50,013

    46,554

    Total fixed charges

    114,715

    97,200

    89,980

    90,488

    101,181

    Earnings and fixed Charges

    $
    770,930

    $
    677,395

    $
    612,906

    $
    587,652

    $
    525,630

    In future Form 10-K filings, the Registrant will add the explanation and schedule above as a
footnote to “Item 6. Selected Financial Data”.

2005 Annual Report

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
20

    3.

    Comment: Please enhance your management’s discussion and analysis disclosures for
each segment by quantifying the reasons for significant changes in net sales and gross profits
in terms of the amount of increase or decrease due to prices, volume, foreign currency and new
product introductions, and include an explanation of the underlying reasons for these and
other changes. In addition, given the strategic importance of international markets in your
current and future strategic plans identified under Risk Factors, please enhance your
disclosure of net sales, operating results and foreign currency exchange gains and losses in
key foreign markets. Please also quantify the amount of increases or decreases in selling,

Mr. Rufus Decker

November 3, 2006

Page 3

general and administrative expenses for each segment and include an explanation of the
underlying reasons for the changes instead of focusing on percentage decreases in these
expenses that you describe as being due to good expense control. Please refer to Item 303 of
Regulation S-K.

Response: The Registrant will enhance its management’s discussion and analysis
disclosures for each segment by quantifying reasons for significant changes in net sales and
gross profit. The following is an example of such enhanced disclosure as included in the
Registrant’s Form 10-Q for the fiscal quarter ended September 30, 2006:

Net sales in the Paint Stores Group increased due primarily to strong domestic
architectural paint sales to contractors in the first half of 2006 that softened
slightly in the third quarter and improved industrial maintenance product sales. Net
sales from stores open for more than twelve calendar months increased 7.2 percent in
the quarter and 11.1 percent in the first nine months. Total paint sales volume
percentage increases were in the low single digits for the third quarter of 2006 and
mid single digits for the first nine months over comparable periods in 2005. Sales
of products other than paint increased 9.8 percent for the third quarter and 12.7
percent for the first nine months over comparable periods
in 2005. A discussion of changes in volume versus pricing for such sales is not
pertinent due to the wide assortment of general merchandise sold.

Net sales of the Consumer Group in the third quarter and the first nine months of
2006 decreased primarily due to lower sales volume to certain major retail customers
as they continue to drive up inventory turns, sluggish retail sales at some other
customers and the elimination of a portion of a paint program with a large retail
customer that most significantly impacted the first half of 2006. Increased sales of
products other than paint of 1.2 percent in the third quarter and 2.6 percent in the
first nine months of 2006 over 2005 were more than offset by paint volume declines.

The Global Group’s third quarter net sales increased due primarily to paint and other
coatings sales volume increases of 7.2 percent. Total paint and other coatings sales
volume increased by 5.8 percent in the first nine months of 2006 over 2005. Kinlita,
a Chinese joint venture disposed of at the end of the third quarter of 2005,
represented $7.1 million of sales for the third quarter and $17.0 million in the
first nine months of 2005. All but one of the worldwide operations of the Global
Group contributed to the volume increases in net sales. Favorable currency exchange
rates increased net sales of this Segment by 1.8 percent in the quarter and 2.9
percent in the first nine months of 2006.

Consolidated segment profit was favorably impacted by a change in consolidated gross
profit, which increased $96.0 million and $305.1 million in the third quarter and

Mr. Rufus Decker

November 3, 2006

Page 4

first nine months of 2006, respectively. As a percent of sales, consolidated gross
profit increased to 44.2 percent in the quarter from 42.5 percent in the third
quarter of 2005 and to 44.0 percent from 42.7 percent in the first nine months of
2005 primarily due to selling price increases, better factory utilization and fixed
cost absorption relating to higher volumes. The Paint Stores Group’s gross profit
for the third quarter and first nine months of 2006 increased $73.2 million and
$219.3 million, respectively, due primarily to the increases in paint sales volume
and higher selling prices. The Consumer Group’s third quarter gross profit increased
from last year by $6.2 million and $24.1 million for the first nine months of 2006
over 2005 primarily due to better factory utilization and fixed cost absorption
resulting from higher volume sales to the Paint Stores Group and selling price
increases that were partially offset by raw material cost increases. The Global
Group’s gross profit for the third
quarter and the first nine months of 2006 increased by $16.6 million and $59.7
million, respectively. Foreign exchange fluctuations increased gross profit by $2.2
million for the third quarter and $9.8 million for the first nine months of 2006.
Increased paint and other coatings sales volume of 7.2 percent for the third quarter
and 5.8 percent for the first nine months, increased selling prices and improved
operating efficiencies related to additional manufacturing volume also contributed to
the increase in gross profit for the Global Group.

As noted in “Item 1A. Risk Factors” in the Registrant’s Form 10-K for the year ended
December 31, 2005, the international markets are strategically important currently and in
the future. However, at this time all international markets combined make up only 10.2
percent of total net sales and 7.2 percent of operating results. The largest single foreign
market at this time is less than 3.7 percent of total net sales and 3.0 percent of operating
results. The Registrant respectfully believes that no single foreign market is a key factor
at this time. The Registrant will enhance its disclosures of net sales, operating results
and foreign exchange gains and losses in key foreign markets when such disclosures regarding
foreign markets are meaningful in accordance with Item 303 of Regulation S-K.

The Registrant will quantify the increases and decreases in SG&A for each segment and
include explanations for underlying reasons for the changes. The following is an example of
such enhanced disclosure as included in the Registrant’s Form 10-Q for the fiscal quarter
ended September 30, 2006:

Consolidated segment profit was also influenced by selling, general and
administrative expenses (SG&A), which increased slightly as a percent to sales to
30.7 percent from 30.5 for the third quarter and decreased as a percent of sales to
31.4 percent from 31.7 percent for the first nine months of 2006 over 2005. In the
Paint Stores Group, the SG&A percent of sales ratio decreased 1.0 percent for the
third quarter of 2006 and 1.3 percent for the first nine months due to increased net
sales. The effects of the increases in net sales were partially offset by increased
spending due to the number of

Mr. Rufus Decker

November 3, 2006

Page 5

new store openings and variable costs associated with
sales volume at the store level. The Consumer Group’s SG&A spending increased less
than 2.0 percent for both the third quarter and the first nine months of 2006 due to
stringent spending guidelines for all expense categories and increased slightly for
both periods as a percent of sales due to sales shortfalls. The Global Group’s SG&A
expenses as a percent of
sales decreased slightly for both periods compared to last year as a result of
increased net sales which were partially offset by higher expenses relating to more
new branch openings and exchange rate fluctuations of $1.4 million and $6.2 million
in the third quarter and first nine months of 2006, respectively.

Contractual obligations and Commercial Commitments, page 28

    4.

    Comment: Please revise the table of contractual obligations to include estimated
interest payments on your debt. Because the table is aimed at increasing transparency of cash
flow, we believe these payments should be included in the table. Please also disclose any
assumptions you made to derive these amounts.

    Response: In future Form 10-K filings, the Registrant will revise the table of
contractual obligations to include estimated interest payments on debt and will disclose any
assumptions utilized in deriving such amounts.

Financial Statements

Report of the Independent Registered Public Accounting Firm on the Consolidated Financial
Statements, page 41

    5.

    Comment: Please include an audit report from your independent accountants that
includes reference to Schedule II that appears on page 19 of your Form 10-K report.

    Response: The Registrant respectfully advises the Staff that an audit report from
its independent accountants that includes reference to and opines on Schedule II appearing
on page 19 of the Form 10-K for the year ended December 31, 2005 was included in the Consent
of Independent Registered Public Accounting Firm filed as Exhibit 23 to Form 10-K.

Statements of Consolidated Cash Flows, page 44

    6.

    Comment: In 2005, you disclosed a $67.3 million increase in accounts payable and a
correspondingly smaller $33.5 million increase in inventories. During this same period,
capital expenditures increased $36.3 million in relation to the prior year. Please tell us
the amounts, if any, of accounts payable or other accruals related to capital expenditures for
property, plant and equipment. If you have accrued accounts payable or other accruals for
capital expenditures that have not
been paid for at year-end, these amounts should be

Mr. Rufus Decker

November 3, 2006

Page 6

presented as information about non-cash
investing activities. Please refer to paragraphs 17.c. and 32 of SFAS 95.

Response: The Registrant supplementally advises the Staff that the amount of
accounts payable or other accruals related to capital expenditures for property, plant and
equipment at December 31, 2005 was $6.1 million. Due to the insignificance of this amount,
it was not presented separately as information about non-cash investing activities. In the
future, the Registrant will separately disclose information about non-cash investing
activities when accounts payable or other accruals related to capital expenditures for
property, plant and equipment are significant in accordance with paragraphs 17.c. and 32 of
SFAS 95.

Note 1 – Significant Accounting Policies, page 46

    7.

    Comment: Please disclose the types of expenses that you include in the cost of goods
sold line item and the types of expenses that you include in the selling, general and
administrative expenses line item. In doing so please also disclose whether you include
inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs,
internal transfer costs, and the other costs of your distribution network in the costs of
goods sold line item. With the exception of warehousing costs, if you currently exclude a
portion of these costs from costs of goods sold, please disclose:

    •

    in a footnote the line items that these excluded costs are included in and the
amounts included in each line item for each period presented, and

    •

    in MD&A that your gross profit margins may not be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of goods sold and others like you exclude a portion of them from gross
profit margin, including them instead in another line item, such as selling, general
and administrative expenses.

Response: The Registrant will disclose in future Form 10-K filings the types of expenses
included in the costs of goods sold and the selling, general and administrative expense line
items. The following is an example of such disclosures to be included in Form 10-K for the year
ended December 31, 2006:

Costs of goods sold. Included in Costs of goods sold in the Statements of
Consolidated Income were costs for materials, manufacturing, distribution and related
support. Distribution costs included all expenses related to the
distribution of products including inbound freight charges, purchase and receiving
costs, warehousing costs, internal transfer costs and all costs incurred to ship
products. Also included in Costs of goods sold were total technical expenditures,
which included research and development costs, quality control, product formulation
expenditures and other similar items. Research and development costs included in
technical

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

October 3, 2006

Mr. Sean P. Hennessy
Senior Vice President – Finan ce and Chief Financial Officer
The Sherwin-Williams Company
101 Prospect Avenue, N.W.
Cleveland, Ohio 44115-1075

 RE:  Form 10-K for the Fiscal  Year ended D ecember 31, 2005
                     Form 10-Q for the Fiscal Quarters ended March 31, 200 6 and June 30,
  2006
                     File No. 1-4851

Dear Mr. Hennessy:

  We have reviewed these filings a nd have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 2 of 6
Form 10-K for the year ended December 31, 2005

General
1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your response wh at the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings
where applicable.

Selected Financial Data, page 15
2. Please disclose how the ratio of earni ngs to fixed charges is numerically
computed.

2005 Annual Report
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20
3. Please enhance your management’s discussion and analysis disclosures for each segment by quantifying the reasons for signi ficant changes in net sales and gross
profits in terms of the amount of increas e or decrease due to prices, volume,
foreign currency and new product introductions , and include an explanation of the
underlying reasons for these and other cha nges.  In addition, given the strategic
importance of international markets in your current and future strategic plans
identified under Risk Factors, please enhance your disclosure of net sales,
operating results and foreign currency ex change gains and losses in key foreign
markets.  Please also quantify the amount of increases or decreases in selling, general and administrative expenses for each segment and include an explanation
of the underlying reasons for the change s instead of focusing on percentage
decreases in these expenses that you de scribe as being due to good expense
control.  Please refer to Item 303 of Regulation S-K.

Contractual obligations and Comm ercial Commitments, page 28
4. Please revise the table of contractual obligations to include estimated interest payments on your debt.  Because the table is aimed at increasing transparency of
cash flow, we believe these payments should be included in the table.  Please also
disclose any assumptions you made to derive these amounts.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 3 of 6
Financial Statements

Report of the Independent Registered Public Accounting Firm on the Consolidated
Financial Statements, page 41
5. Please include an audit report from your  independent accountants that includes
reference to Schedule II that appear s on page 19 of your Form 10-K report.

Statements of Consolidated Cash Flows, page 44
6. In 2005, you disclosed a $67.3 million increase in accounts payable and a correspondingly smaller $33.5 million in inventories.  During this same period, capital expenditures increased $36.3 million in  relation to the prior year.  Please
tell us the amounts, if any, of accounts paya ble or other accruals related to capital
expenditures for property, plant and equipment.  If you have accrued accounts payable or other accruals fo r capital expenditures that ha ve not been paid for at
year-end, these amounts should be presen ted as information about non-cash
investing activities.   Please refer to  paragraphs 17.c. a nd 32 of SFAS 95.

Note 1 – Significant Accounting Policies, page 46
7. Please disclose the types of expenses th at you include in the cost of goods sold
line item and the types of expenses that you include in the selling, general and administrative expenses line item.  In doing so please also disclose whether you
include inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of goods sold line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:
• in a footnote the line items that these excluded costs are included in and the amounts included in each line it em for each period presented, and
• in MD&A that your gross profit margin s may not be comparable to those
of other entities, since some entities incl ude all of the costs related to their
distribution network in cost of good sold and others like you exclude a
portion of them from gross profit ma rgin, including them instead in
another line item, such as selling, general and administrative expenses.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 4 of 6
Note 8 – Other Long-Term Liabilities, page 61
8. On page 66, you disclosed that you recorded environmental matters on a net basis apparently net of recoveries from your in surance carriers.  Assets and liabilities
are generally not offset against each other based on the guidance in FASB
Interpretation 39.  Please tell us if you have offset any of the assets and liabilities related to environmental matters.  In the event that you have offset any amounts,
please tell us how your accounting comp lies with the conditions of FASB
Interpretation 39 and revise your disclosure accordingly as well.

Note 12 - Other Expense - net, page 66
9. You disclosed operating expenses and non- operating expenses within the Other
Expense – net line item.  At a minimum,  operating expenses, such as provisions
for environmental matters – net and (Gain)  loss on disposition of assets, should be
presented up where selling, general a nd administrative expenses and goodwill
impairment appear in your statements of income.  In addition, based on the
increasing provisions for environmental losses since 2003, please tell us why you
believe that the environmental expens es and the insurance recovery amounts
should be presented on a net basis as oppos ed to disclosed separately.  In the
event that you continue to believe that th ese transactions should be presented on a
net basis, please disclose the amount of environmental provisions and insurance recoveries for 2003, 2004 and 2005 in conjuncti on with a discussion of material
transactions in each of those years.  Please refer to Rule 5.03 of Regulation S-X.

Note 17 - Reportable Segment Information, page 69
10. You describe the profit (loss) measure used by each of your segments as operating profit.  Please revise the term operating profit to a term that is not confusingly
similar to operating income computed in accordance with GAAP, such as segment
profit (loss).  Please also revise the term used to anal yze and discuss the operating
results of your segments in management ’s discussion and analysis as well.
11. You disclosed Administrative  sales, operating profits, id entifiable assets, capital
expenditures and depreciation.  Please also include Administrative amounts
related to operating segment margins be fore arriving at total operating segment
totals.

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 5 of 6
Form 10-Q for the period ended June 30, 2006
General
12. Please address the comments above in  your interim filings as well.

Financial Statements

Note P – Litigation, page 16
13. You disclosed that you did not accrue for the potential loss arising from the State
of Rhode Island environment litigation ruling since you can not reasonably determine the amount or the range of loss th at you may incur.  You also disclosed
in an 8-K report filed on March 15, 2006, that you had modified your credit agreement such that in the event of a le gal judgment for a payment in excess of
$75 million not covered by insurance in th e litigation pending in the State of
Rhode Island that such judgment w ould not prevent you from borrowing and
obtaining letters of credit under your cred it agreement.  We remind you that SAB
Topic 5:Y states that environmental liab ilities are of such significance that
detailed  disclosures regarding the judgme nts and assumptions underlying the
recognition and measurement of the liabilit ies are necessary to inform readers
fully regarding the range of reasonably possible outcomes that could have a material effect on your financial conditi on, results of operations, or liquidity.
Since it appears that there is a reasonab le possibility that a loss may have been
incurred and the amount of that loss may be material and given that you have modified your lending arrangements to prepare for this potential contingency it appears that you are aware of an estimated loss, or range of loss.  Please disclose
the estimated loss, or range of loss as re quired by paragraph 10 of SFAS 5.  Please
also provide the disclosures called for by SAB Topic 5:Y, including the extent to
which potential losses are expected to be  covered by your insurance carriers and
the time frame over which the potential cl aims may be disbursed given the recent
downgrade of your debt rating by Moody’s Investors Service and Standard &
Poor’s.

*    *    *    *

        Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence

Sean P. Hennessy
The Sherwin-Williams Company
October 3, 2006 Page 6 of 6
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

       We urge all persons who are res ponsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;

• 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 federal securities laws of the United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

        If you have any questions regardi ng these comments, please direct them to Gus
Rodriguez, Staff Accountant, at (202) 551-3752 or, in his absence, Rufus Decker, the undersigned, at (202) 551-3769.

          Sincerely,

        R u f u s  D e c k e r
        B r a n c h  C h i e f