Sherwin-Williams (SHW) 10-K risk factor changes: FY2017 vs FY2016

A weakening or reversal of the general economic recovery in the United States and other countries and regions in which we do business, or the continuation or worsening of [removed: the] economic [removed: downturn] [added: downturns] in other countries and regions, may adversely affect our results of operations, cash flow, liquidity or financial condition.

A weakening or reversal of the general economic recovery in the United States and other countries and regions in which we do business, or the continuation or worsening of [removed: the] economic [removed: downturn] [added: downturns] in other countries and regions, may adversely impact our net sales, the collection of accounts receivable, funding for working capital needs, expected cash flow generation from current and acquired businesses, and our investments, which may adversely impact our results of operations, cash flow, liquidity or financial condition.

[removed: A continuation or worsening of these conditions] could limit our ability to collect our accounts receivable, which could adversely affect our results of operations, cash flow, liquidity or financial condition.

[removed: Impairment] [added: An impairment] assessment involves judgment as to assumptions regarding future sales and cash flows and the impact of market conditions on those assumptions.

In recent months, interest rates, including mortgage rates, have risen and are expected to continue to rise in [removed: 2017.][added: 2018.]

[added: Although raw materials and energy supplies (including oil and natural gas) are generally available from various sources in sufficient] quantities, unexpected shortages and increases in the cost of raw materials and energy, or any deterioration in our relationships with or the financial viability of our suppliers, may have an adverse effect on our earnings or cash flow in the event we are unable to offset higher costs in a timely manner by sufficiently decreasing our operating costs or raising the prices of our products.

During [removed: 2016,] [added: 2017,] no individual customer accounted for sales totaling more than ten percent of our sales.

Adverse weather conditions [added: and natural disasters] may temporarily reduce the demand for some of our products and could have a negative effect on our sales, earnings or cash flow.

From time to time, adverse weather conditions [removed: in certain parts of the United States] [added: and natural disasters] have had an adverse effect on our sales of paint, coatings and related products.

[removed: For example,] [added: In addition,] unusually cold and rainy weather could have an adverse effect on sales of our exterior paint products.

We may not realize the growth opportunities and cost synergies that are anticipated from the [removed: planned] acquisition of Valspar.

The benefits that are expected to result from the [removed: planned] acquisition of Valspar will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies as a result of the [removed: planned] acquisition.

Our success in realizing these growth opportunities and cost synergies, and the timing of this realization, depends on [removed: whether] the [removed: Company or Valspar are required to divest assets of their respective business and on the] successful integration of Valspar.

The process of integrating operations could cause an interruption of, or loss of momentum in, our [removed: and Valspar’s] activities.

For example, we may not be able to eliminate [added: all] duplicative costs.

Accordingly, the benefits from the [removed: planned] acquisition may be offset by costs incurred to, or delays in, integrating the businesses.

We [removed: will incur] [added: incurred] a substantial amount of debt to complete the [removed: planned] acquisition of Valspar.

We have the ability under our existing credit facilities to incur substantial additional indebtedness in the [removed: future, and we plan to incur significant additional indebtedness in the event we complete the planned acquisition of Valspar.][added: future.]

The degree to which we are currently leveraged [removed: and will be leveraged following the completion of the planned acquisition] could have important consequences for shareholders.

The success of future [removed: acquisitions, including the planned acquisition of Valspar,] [added: acquisitions] depends in large part on our ability to integrate the operations and personnel of the acquired companies and manage challenges that may arise as a result of the acquisitions, particularly when the acquired businesses operate in new or foreign markets.

Net external sales of our consolidated foreign subsidiaries totaled approximately [removed: 14.5%, 15.8%] [added: 19.8%, 14.5%] and [removed: 19.8%] [added: 15.8%] of our total consolidated net sales in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively.

Our primary exchange rate exposure is with the [removed: Argentine peso,] [added: Euro,] the [added: Chinese yuan, the] Brazilian real, the [removed: British pound, the] Canadian dollar, the [removed: Chilean peso,] [added: British pound,] the [removed: euro] [added: Mexican peso] and the [removed: Mexican peso,] [added: Australian dollar,] each against the U.S. dollar.

We discuss risks and uncertainties with regard to taxes in more detail in Note 14 of the Notes to Consolidated Financial Statements on pages [removed: 69 and] 70 [added: through 72] of our [removed: 2016] [added: 2017] Annual Report.

We discuss these risks and uncertainties in more detail on page [removed: 25] [added: 23] of our [removed: 2016] [added: 2017] Annual Report under the caption “Environmental Matters,” page [removed: 29] [added: 27] of our [removed: 2016] [added: 2017] Annual Report under the caption “Environmental-Related Liabilities” and in Note 8 of the Notes to Consolidated Financial Statements on pages [removed: 61 through] 62 [added: through 63] of our [removed: 2016] [added: 2017] Annual Report.

[added: We expect that additional lead pigment and lead-based] paint litigation may be filed against us in the future asserting similar or different legal theories and seeking similar or different types of damages and relief.

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 us arising out of such litigation may have a material adverse effect on our results of operations, cash flow, liquidity or financial [removed: condition.]

The [removed: court entered] final judgment [removed: on January 27, 2014, finding in favor of the plaintiffs and against the Company and two other defendants, and holding] [added: held] the Company jointly and severally liable with the other two defendants to pay $1.15 billion into a fund to abate the public nuisance.

We discuss the risks and uncertainties related to litigation, including the lead pigment and lead-based paint litigation, in more detail [removed: on page 25 of our 2016 Annual Report under the caption “Litigation and Other Contingent Liabilities” and] in Note 9 of the Notes to Consolidated Financial Statements on pages [removed: 62] [added: 63] through [removed: 65] [added: 66] of our [removed: 2016] [added: 2017] Annual Report.

A continuation or worsening of these conditions

At December 31, 2017, we had total debt of approximately $10.5 billion, which is an increase of $8.6 billion since December 31, 2016, including indebtedness incurred to complete the acquisition of Valspar.

On December 22, 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law.

The Tax Act makes substantial changes to U.S. tax law, including a reduction in the corporate tax rate, a limitation on deductibility of interest expense, a limitation on the use of net operating losses to offset future taxable income, the allowance of immediate expensing of capital expenditures, deemed repatriation of foreign earnings and significant changes to the taxation of foreign earnings going forward.

The Tax Act contains numerous, complex provisions impacting U.S. multinational companies, and we continue to review and assess the legislative language and its potential impact on us.

The full extent of the impact remains uncertain at this time, and our current interpretations of, and assumptions regarding, the Tax Act are subject to additional regulatory or administrative developments, including any regulations or other guidance promulgated by the U.S. Internal Revenue Service.

As a result, the Tax Act, including any regulations or other guidance promulgated by the U.S. Internal Revenue Service, and other tax laws could have significant effects on us, some of which may be adverse and could materially and adversely impact our financial condition, results of operations and cash flows.

For example, during 2017 the impact of Hurricanes Harvey, Irma and Maria on our operations in Texas, Florida, the Caribbean and neighboring areas, as well as two earthquakes in Mexico, resulted in a

temporary shutdown of our company-operated paint stores, manufacturing facilities and distribution centers in the affected regions, resulting in reduced revenues.

condition.

The court entered final judgment on January 27, 2014, finding in favor of the plaintiffs and against the Company and two other defendants (ConAgra Grocery Products Company and NL Industries, Inc.).

The Company strongly disagrees with the judgment.

On February 18, 2014, the Company filed a motion for a new trial and a motion to vacate the judgment.

The court denied these motions on March 24, 2014.

On March 28, 2014, the Company filed a notice of appeal to the Sixth District Court of Appeal for the State of California.

The filing of the notice of appeal effects an automatic stay of the judgment without the requirement to post a bond.

Oral argument before the Sixth District Court of Appeal was held on August 24, 2017.

On November 14, 2017, the Sixth District Court of Appeal entered its decision, which affirmed the trial court’s judgment of liability with respect to residences built before 1951 and reversed and vacated the trial court’s judgment with respect to residences built after 1950.

The Sixth District Court of Appeal directed the trial court to: (i) recalculate the amount of the abatement fund to limit the fund to the amount necessary to cover the cost of inspecting and remediating pre-1951 residences; and (ii) hold an evidentiary hearing to appoint a suitable receiver.

On November 29, 2017, the Company and the two other defendants filed separate Petitions for Rehearing, which the Sixth District Court of Appeal denied on December 6, 2017.

The Sixth District Court of Appeal’s decision became final on December 14, 2017.

On December 22, 2017, the Company and the two other defendants submitted separate Petitions for Review to the California Supreme Court.

On February 14, 2018, the California Supreme Court issued an order denying the Petitions for Review.

The Company believes that the judgment conflicts with established principles of law and is unsupported by the evidence.

The Company intends to file a Petition for Writ of Certiorari with the Supreme Court of the United States seeking discretionary review.

The Company also intends to file a motion to stay the Santa Clara County, California proceeding while the Petition for Writ of Certiorari is pending.

Although the Company believes it is probable that a loss has occurred, the Company has concluded that it is not possible to reasonably estimate the range of potential loss due to the numerous possible outcomes and uncertainties, including, but not limited to, (i) the final amount of the abatement fund necessary to cover the cost of inspecting and remediating pre-1951 residences, as recalculated by the trial court, and (ii) the portion of the abatement fund for which the Company, the two other defendants and others are determined to be responsible.

If the Company concludes that it is possible to reasonably estimate the range of potential loss once more definitive information becomes available, the Company will recognize the loss and disclose such information.

Because of joint and several liability, it is possible the Company could ultimately be liable for the total amount of the abatement fund.

In the event any significant liability is determined to be attributable to the Company relating to such litigation, the recording of any 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 liability is accrued.

During the financial crisis of 2008 and 2009, the U.S. homebuilding industry experienced a significant and sustained decrease in demand for new homes and an oversupply of new and existing homes available for sale.

During this same time period, the U.S. real estate industry also experienced a significant decrease in existing home turnover.

The commercial and industrial building and maintenance sectors also experienced a significant decline.

The downturn in each of these segments contributed to an unprecedented decline in the demand for some of our products.

The recovery in new home starts, existing home sales and new commercial construction has been sluggish and erratic in many markets and remain below their pre-recession highs.

Although raw materials and energy supplies (including oil and natural gas) are generally available from various sources in sufficient

Our planned acquisition of Valspar may not occur at all, may not occur in the expected time frame or may involve the divestiture of certain businesses, which may negatively affect the trading prices of our stock and our future business and financial results.

On March 19, 2016, we and Viking Merger Sub, Inc., one of our wholly owned subsidiaries, which we refer to as Merger Sub, entered into an Agreement and Plan of Merger, or Merger Agreement, with Valspar, pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Valspar.

As a result of the planned acquisition of Valspar, Merger Sub will cease to exist, and Valspar will survive as a wholly owned subsidiary of ours.

Completion of the planned acquisition of Valspar is not assured and is subject to the satisfaction or waiver of customary closing conditions, including, among others: the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the receipt of other required antitrust approvals.

The planned acquisition of Valspar is subject to risks and uncertainties, including the risk that the necessary regulatory approvals will not be obtained, the risk that the parties to the Merger Agreement may be required to divest certain businesses or assets in connection with the planned acquisition or that other closing conditions will not be satisfied.

For example, in connection with obtaining the required regulatory approvals, the Company and/or Valspar may be required to divest assets of their respective businesses.

We are not required to consummate the planned acquisition of Valspar if antitrust authorities require

the divestiture of assets of Valspar or us representing, in the aggregate, more than $1.5 billion in net sales, which for purposes of such calculation uses net sales for the applicable Valspar assets calculated as of October 30, 2015, with certain exclusions.

In addition, if these divested businesses represent, in the aggregate, less than $1.5 billion in net sales but more than $650 million in net sales, which for purposes of such calculation uses net sales for the applicable Valspar assets calculated as of October 30, 2015 (subject to certain exclusions), then the per share consideration paid to Valspar stockholders in connection with the planned acquisition will be $105 in cash instead of $113 in cash.

If the planned acquisition of Valspar is not completed, if there are significant delays in completing the planned acquisition or if the planned acquisition involves the divestiture of certain businesses, it could negatively affect the trading prices of our common stock and our future business and financial results and could result in our failure to realize certain synergies relating to such acquisition.

Our obligation to complete the planned acquisition of Valspar is not subject to a financing condition.

We have obtained committed financing for $9.3 billion to pay a substantial portion of the purchase price for the acquisition of Valspar.

If any of the banks in the committed financing facilities are unable to perform their commitments, we may be required to finance a portion of the purchase price of the planned acquisition at interest rates higher than currently expected.

At December 31, 2016, we had total debt of approximately $2.0 billion.

We expect to incur up to $9.3 billion of debt to complete the acquisition of Valspar.

We expect that additional lead pigment and lead-based

The Company has filed a notice of appeal.

However, if the appeal process is unsuccessful at reversing the decision or otherwise reducing the amount of the judgment, we and the other defendants will be subject to significant liabilities, costs and expenses to abate the public nuisance in, on and around residences in the plaintiffs' jurisdictions, which could encourage an increase in future public nuisance claims and proceedings.

Any adverse court rulings or any determinations of liability against us may result in a material impact on our results of operations, liquidity or financial condition.

The information required by this item is set forth on pages [removed: 21] [added: 19] through [removed: 35] [added: 34] of our [removed: 2016] [added: 2017] Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

The Company entered into foreign currency option and forward currency exchange contracts during [removed: 2016] [added: 2017] to hedge against value changes in foreign currency.

There were no material contracts outstanding at December 31, [removed: 2016.][added: 2017.]

Foreign currency option and forward contracts are described in Note 13 of the Notes to Consolidated Financial Statements on page [removed: 69] [added: 70] of our [removed: 2016] [added: 2017] Annual Report.

However, we do not expect currency translation, transaction or hedging contract losses to have a material adverse effect on our financial condition, results of operations or cash [removed: flows.][added: flows.The interest rate lock agreements entered into in 2016 were settled during 2017.]

See Note 7 of the Notes to Consolidated Financial Statements on pages [removed: 60 through] 61 [added: through 62] of our [removed: 2016] [added: 2017] Annual Report.

In 2016, we entered into a series of interest rate lock agreements.

The Sherwin-Williams Company, founded in 1866 and incorporated in Ohio in 1884, is engaged in the development, manufacture, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America with additional operations in the Caribbean region, [removed: Europe] [added: Europe, Asia] and [removed: Asia.][added: Australia.]

[removed: We report our] [added: The Company reports its] segment information in the same way that management internally organizes [removed: our] [added: its] business for assessing performance and making decisions regarding allocation of resources in accordance with the Segment Reporting Topic of the [removed: Financial] Accounting Standards [removed: Board Accounting Standards] Codification (ASC).

Factors considered in determining [removed: our] [added: the three] Reportable Segments [added: of the Company] include the nature of business activities, the management structure directly accountable to the Company’s chief operating decision maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to [removed: our] [added: the] Board of Directors.

[removed: We report] [added: The Company reports] all other business activities and immaterial operating segments that are not reportable in the Administrative segment.

For more information about the Reportable Segments, see pages 8 through [removed: 17] [added: 15] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

The accounting policies of the Reportable Segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements on pages [removed: 44] [added: 46] through [removed: 48] [added: 50] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

The [removed: Paint Stores] [added: Americas] Group [removed: markets] [added: company-owned stores market] and [removed: sells] [added: sell] Sherwin-Williams® [removed: branded] [added: and other controlled brand] architectural paint and coatings, protective and marine products, [removed: original equipment manufacturer (“OEM”)] [added: OEM] product finishes and related [removed: items.][added: products.]

[removed: These] [added: The majority of these] products are produced by manufacturing facilities in the Consumer [added: Brands] Group.

The loss of any single customer would not have a material adverse effect on [removed: the] [added: he] business of this segment.

During [removed: 2016,] [added: 2017,] this segment opened [removed: 94] [added: 101] net new stores, consisting of [removed: 109] [added: 114] new stores opened [removed: (86 in the United States, 21 in Canada, 1 in Aruba and 1 in Barbados) and 15 stores closed (9] [added: (76] in the [removed: United States and 6 in Canada).]

[removed: During] [added: In 2016 and] 2015, this segment opened [removed: 83] [added: 142 and 98] net new [removed: stores.][added: stores, respectively.]

During [removed: 2014,] [added: 2017,] this segment opened [removed: 95 net] [added: 4] new [removed: stores.][added: branches and closed 2 branches for a net increase of 2 branches.]

A map on the cover flap of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference, shows the number of paint stores and their geographic [removed: locations.][added: location.]

The CODM uses discrete financial information about [removed: the Paint Stores] [added: The Americas] Group, supplemented with information by geographic region, product type and customer type, to assess performance of and allocate resources to [removed: the Paint Stores] [added: The Americas] Group as a whole.

[added: In] accordance with ASC 280-10-50-9, [removed: the Paint Stores] [added: The Americas] Group as a whole is considered the operating segment, and because it meets the criteria in ASC 280-10-50-10, it is also considered a Reportable Segment.

Consumer [added: Brands] Group

Sales and marketing of certain controlled brand and private labeled products [removed: are] [added: is] performed by a direct sales staff.

The products distributed through [removed: third party] [added: third-party] customers are intended for resale to the ultimate end-user of the product.

The Consumer [added: Brands] Group had sales to certain customers that, individually, may be a significant portion of the sales of the segment.

This segment incurred most of the Company’s capital expenditures related to ongoing environmental compliance [removed: measures.][added: measures at sites currently in operation.]

The CODM uses discrete financial information about the Consumer [added: Brands] Group, supplemented with information by product type and customer type, to assess performance of and allocate resources to the Consumer [added: Brands] Group as a whole.

In accordance with ASC 280-10-50-9, the Consumer [added: Brands] Group as a whole is considered the operating segment, and because it meets the criteria in ASC 280-10-50-10, it is also considered a Reportable Segment.

Sherwin-Williams® and other controlled brand products are distributed through [removed: the Paint Stores] [added: The Americas] Group and this segment’s [removed: 288] [added: 290] company-operated branches and by a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other [removed: third party] [added: third-party] distributors.

At December 31, [removed: 2016,] [added: 2017,] the [removed: Global Finishes] [added: Consumer Brands] Group consisted of operations in the United States and subsidiaries in [removed: 34] [added: 6] foreign countries.

The CODM uses discrete financial information about the [removed: Global Finishes] [added: Performance Coatings] Group, supplemented with information about geographic divisions, business [removed: units,] [added: units] and subsidiaries, to assess performance of and allocate resources to the [removed: Global Finishes] [added: Performance Coatings] Group as a whole.

In accordance with ASC 280-10-50-9, the [removed: Global Finishes] [added: Performance Coatings] Group as a whole is considered the operating segment, and because it meets the criteria in ASC 280-10-50-10, it is also considered a Reportable Segment.

A map on the cover flap of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference, shows the number of branches and their geographic locations.

[removed: Latin America] [added: Performance] Coatings Group

At December 31, [removed: 2016,] [added: 2017,] the [removed: Latin America] [added: Performance] Coatings Group consisted of operations [removed: from subsidiaries] in [removed: 9 foreign countries] [added: the United States] and [removed: 4] [added: subsidiaries in 44] foreign [removed: joint ventures.][added: countries.]

Also included in the Administrative segment [removed: was] [added: is] interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters, and other expenses which [removed: were] [added: are] not directly associated with the Reportable Segments.

The Administrative segment [removed: did] [added: does] not include any significant foreign operations.

Also included in the Administrative segment [removed: was] [added: is] a real estate management unit that is responsible for the ownership, management, and leasing of non-retail [removed: properties held primarily for use by the Company, including the Company’s headquarters site, and disposal of idle facilities.]

Sales of this segment [removed: represented] [added: represents] external leasing revenue of excess headquarters space or leasing of facilities no longer used [added: by the Company in its primary businesses.]

For financial information regarding our Reportable Segments, including net external sales, segment profit, identifiable assets and other information by Reportable Segment, see Note 18 of the Notes to Consolidated Financial Statements on pages [removed: 72] [added: 74] through [removed: 75] [added: 77] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

Financial and other information regarding domestic and foreign operations is set forth in Note 18 of the Notes to Consolidated Financial Statements on page [removed: 73] [added: 76] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

Additional information regarding risks attendant to foreign operations is set forth on page [removed: 31] [added: 29] of our [removed: 2016] [added: 2017] Annual Report under the caption “Market Risk” of “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” which is incorporated herein by reference.

For additional information regarding our business and business developments, see pages 8 through [removed: 17] [added: 15] of our [removed: 2016] [added: 2017] Annual Report and the “Letter to Shareholders” on pages 2 through [removed: 7] [added: 6] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

There are sufficient suppliers of each product purchased for resale that none of the Reportable Segments anticipate any significant sourcing problems during [removed: 2017.][added: 2018.]

For a description of the Company’s liquidity and capital resources, see pages [removed: 26] [added: 24] through [removed: 31] [added: 29] of our [removed: 2016] [added: 2017] Annual Report under the caption “Financial Condition, Liquidity and Cash Flow” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

| • | [removed: Paint Stores] [added: The Americas] Group: Sherwin-Williams®, [removed: ProMar®, SuperPaint®,] A-100®, [removed: Duron®, MAB®, PrepRite®, Duration®,] [added: Cashmere®, Colorgin®, Condor®, Duracraft®,] Duration Home®, [added: Duration®, Emerald®,] Harmony®, [removed: ProClassic®, Woodscapes®, SuperDeck®, Cashmere®,] HGTV [removed: HOME®] [added: Home®] by [removed: Sherwin-Williams, Emerald®, Duracraft®, Solo®,] [added: Sherwin- Williams, Kem Pro®, Kem Tone®, Krylon®, Loxon®, Marson®, Martin Senour®, Metalatex®, Minwax®, Novacor®, Paint Shield®, PrepRite®, ProClassic®, ProCraft ®, ProConstructor®,] ProIndustrial™, [added: ProMar®,] ProPark®, [removed: Frazee®, Parker™ Paints, Kwal®, Color Wheel™ , General Paint™ and Paint Shield®.] [added: Solo®, Sumaré®, SuperDeck®, SuperPaint®, Ultra Proteccion®, Woodscapes®] |

Upon completion of the Valspar acquisition in the second quarter of 2017, the Company made important changes to its organizational and reporting structure that resulted in establishing three reportable operating segments: The Americas Group, Consumer Brands Group and Performance Coatings Group (individually, a "Reportable Segment" and collectively, the “Reportable Segments”).

Prior period reporting has been adjusted to reflect the updated reportable segments.

The Americas Group

The Americas Group Reportable Segment includes the Company's previous Paint Stores Group and Latin America Coatings Group, along with a specialty retail business of Valspar.

The Americas Group consisted of 4,620 company-operated specialty paint stores in the United States, Canada, Latin America and the Caribbean region at December 31, 2017.

Each store in this segment is engaged in servicing the needs of architectural and industrial paint contractors and do-it-yourself homeowners.

In addition to our stores in the Latin America region, The Americas Group meets regional customer demands through developing, licensing, manufacturing, distributing and selling a variety of architectural paints, coatings and related products in North and South America.

At December 31, 2017, The Americas Group consisted of operations from subsidiaries in 9 foreign countries.

United States, 15 in Canada, 1 in Curacao, 14 in South America and 8 in Mexico) and 13 stores closed (4 in the United States, 1 in Canada, 6 in South America and 2 in Mexico).

The Consumer Brands Group Reportable Segment includes the Company's previous Consumer Group along with Valspar's previous Consumer Paints segment, excluding Valspar's automotive refinishes products business.

The Consumer Brands Group supplies a broad portfolio of branded and private-label architectural paints, 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, China and Europe.

The Consumer Brands Group also supports the Company's other businesses around the world with new product research and development, manufacturing, distribution and logistics Approximately 59.47% of the total sales of the Consumer Brands Group in 2017 were intersegment transfers of products primarily sold through The Americas Group.

The Performance Coatings Group Reportable Segment includes the Company's previous Global Finishes Group and Valspar's previous Coatings Group segment.

The Performance Coatings Group also includes Valspar's automotive refinishes products business, which was previously reported under Valspar's Consumer Paints segment.

Valspar’s North American industrial wood coatings business, which was previously reported under the Valspar's Coatings Group segment, was divested.

The Performance Coatings Group 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.

In addition, a specialty coatings business previously in the Company's Consumer Group is now included in the Performance Coatings Group.

The Performance Coatings Group had sales to certain customers that, individually, may be a significant portion of the sales of the segment.

However, the loss of any single customer would not have a material adverse effect on the overall profitability of the segment.

properties held primarily for use by the Company, including the Company’s headquarters site, and disposal of idle facilities.

PermaClad®, Planet Color®, Polane®, Powdura®, Prospray®, Sayerlack®, Sher-Wood®, Ultra-Cure®, Ultra™, USC®, ValPure® V70, Valspar®, Wattyl®

| • | adverse weather conditions and natural disasters. |

We have four reportable operating segments: Paint Stores Group, Consumer Group, Global Finishes Group and Latin America Coatings Group (individually, a "Reportable Segment" and collectively, the “Reportable Segments”).

Paint Stores Group

The Paint Stores Group consisted of 4,180 company-operated specialty paint stores in the United States, Canada, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curacao, Aruba, St. Lucia and Barbados at December 31, 2016.

Each store in this segment is engaged in the related business activity of selling paint, coatings and related products to end-use customers.

In

The Consumer Group develops, manufactures and distributes a variety of paint, coatings and related products to third party customers primarily in the United States and Canada and the Paint Stores Group.

Approximately 64 percent of the total sales of the Consumer Group in 2016 were intersegment transfers of products primarily sold through the Paint Stores Group.

Global Finishes Group

The Global Finishes Group develops, licenses, manufactures, distributes and sells a variety of protective and marine products, automotive finishes and refinish products, OEM product finishes and related products in North and South America, Europe and Asia.

This segment meets the demands of its customers for a consistent worldwide product development, manufacturing and distribution presence and approach to doing business.

During 2016, this segment opened 5 new branches (3 in the United States and 2 in Canada) and closed 13 branches (10 in the United States, 2 in Canada and 1 in Chile) for a net decrease of 8 branches.

The Latin America Coatings Group develops, licenses, manufactures, distributes and sells a variety of architectural paint and coatings, protective and marine products, OEM product finishes and related products in North and South America.

This segment meets the demands of its customers for consistent regional product development, manufacturing and distribution presence and approach to doing business.

Sherwin-Williams® and other controlled brand products are distributed through this segment’s 339 company-operated stores and by a direct sales staff and outside sales representatives to retailers, dealers, licensees and other third party distributors.

During 2016, this segment opened 49 new stores (31 in South America and 18 in Mexico) and closed 1 store in South America for a net increase of 48 stores.

The CODM uses discrete financial information about the Latin America Coatings Group, supplemented with information about geographic divisions, business units, and subsidiaries, to assess performance of and allocate resources to the Latin America Coatings Group as a whole.

In accordance with ASC 280-10-50-9, the Latin America Coatings Group as a whole is considered the operating segment, and because it meets the criteria in ASC 280-10-50-10, it is also considered a Reportable Segment.

A map on the cover flap of our 2016 Annual Report, which is incorporated herein by reference, shows the number of stores and their geographic locations.

by the Company in its primary businesses.

| | |

| --- | --- |

| • | Latin America Coatings Group: Sherwin-Williams®, Marson®, Metalatex®, Novacor®, Loxon®, Colorgin®, Martin Senour®, Sumare®, Condor®, Krylon®, Kem Tone®, Minwax® and Pratt & Lambert®. |

Product quality, product innovation, breadth of product line, technical expertise, service and price determine the competitive advantage for this segment.

In the Latin America Coatings Group, competitors include other paint and wallpaper stores, mass merchandisers, home centers, independent hardware stores, hardware chains and manufacturer-operated direct outlets.

| • | legal, regulatory and other matters that may affect the timing of our ability to complete the planned acquisition of The Valspar Corporation, or Valspar, if at all, including the potential for regulatory authorities to require divestitures in connection with the proposed transaction; |

| • | unusual weather conditions. |

For information regarding environmental-related matters and other legal proceedings, see pages [removed: 29] [added: 27] and [removed: 31] [added: 29] of our [removed: 2016] [added: 2017] Annual Report under the captions “Environmental-Related Liabilities” and “Litigation” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, 8, 9 and 13 of the Notes to Consolidated Financial Statements on pages [removed: 46, 61 through 62,] [added: 48,] 62 through [removed: 65] [added: 63, 63 through 66] and [removed: 68,] [added: 69 through 70,] respectively, of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x][added: o]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and "emerging growth company"] in Rule 12b-2 of the Exchange Act.

(Check [removed: one):][added: one:)]

| [removed: Large accelerated filer x | | Accelerated filer o | |] Non-accelerated filer [added: |] o | [added: (Do not check if a smaller reporting company)] | Smaller reporting company [added: |] o |

At January 31, [removed: 2017, 93,307,230] [added: 2018, 93,993,791] shares of common stock were outstanding, net of treasury shares.

The aggregate market value of common stock held by non-affiliates of the Registrant at June 30, [removed: 2016] [added: 2017] was [removed: $27,037,033,632] [added: $32,731,587,330] (computed by reference to the price at which the common stock was last sold on such date).

Portions of our Annual Report to Shareholders for the fiscal year ended December 31, [removed: 2016 (“2016] [added: 2017 (“2017] Annual Report”) are incorporated by reference into Parts I, II and IV of this report.

Portions of our Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Shareholders (“Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, [removed: 2016] [added: 2017] are incorporated by reference into Part III of this report.

| Item 1. | [removed: [Business](#sB0C13BF01526C06A77D76EAE9624920C)] [added: [Business](#sC8399F96B4F452F2B411B87132AFDBDB)] | [removed: [1](#sB0C13BF01526C06A77D76EAE9624920C)] [added: [1](#sC8399F96B4F452F2B411B87132AFDBDB)] |

| | [Cautionary Statement Regarding Forward-Looking [removed: Information](#s16AE9E6D078C34465DEB6EAE96439135)] [added: Information](#s9A35A4ADF11150CE852CA507D319D291)] | [removed: [4](#s16AE9E6D078C34465DEB6EAE96439135)] [added: [4](#s9A35A4ADF11150CE852CA507D319D291)] |

| Item 1A. | [Risk [removed: Factors](#s9D95D5664BE24E5A237F6EAE964E2F30)] [added: Factors](#s6ECA0F9A4BC350E8B5B3D79CCC550BD0)] | [removed: [5](#s9D95D5664BE24E5A237F6EAE964E2F30)] [added: [5](#s6ECA0F9A4BC350E8B5B3D79CCC550BD0)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s4F2B64CDF8C505FE4B3E6EAE966EA431)] [added: Comments](#s37FE4449CEAC554B951180035C487B55)] | [removed: [12](#s4F2B64CDF8C505FE4B3E6EAE966EA431)] [added: [12](#s37FE4449CEAC554B951180035C487B55)] |

| Item 2. | [removed: [Properties](#sA98327786C2C209EFADE6EAE96CAC4E5)] [added: [Properties](#sA3E50C0C241D5A8E9B2111C4DDABF56A)] | [removed: [13](#sA98327786C2C209EFADE6EAE96CAC4E5)] [added: [13](#sA3E50C0C241D5A8E9B2111C4DDABF56A)] |

| Item 3. | [Legal [removed: Proceedings](#s72A5A6171D82594A12A46EAE96DB7D56)] [added: Proceedings](#s489B8CD046C25EBCAECDDA237FBA4550)] | [removed: [15](#s72A5A6171D82594A12A46EAE96DB7D56)] [added: [14](#s489B8CD046C25EBCAECDDA237FBA4550)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s3259F48C23532273F9926EAE96F54405)] [added: Disclosures](#s00DE7036E04E5D70B109CB28891EA7FD)] | [removed: [15](#s3259F48C23532273F9926EAE96F54405)] [added: [14](#s00DE7036E04E5D70B109CB28891EA7FD)] |

| | [Executive Officers of the [removed: Registrant](#s2AF0B173635086C30A1D6EAE97162CC6)] [added: Registrant](#s906AFAEE89775BE9BC0747AD5739A18E)] | [removed: [15](#s2AF0B173635086C30A1D6EAE97162CC6)] [added: [14](#s906AFAEE89775BE9BC0747AD5739A18E)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s770D92A943B5A65C2FC56EAE55949FF8)] [added: Securities](#sC809F75938E15BB8B30FB5E0626292AA)] | [removed: [17](#s770D92A943B5A65C2FC56EAE55949FF8)] [added: [16](#sC809F75938E15BB8B30FB5E0626292AA)] |

| Item 6. | [Selected Financial [removed: Data](#sE9D059639ABA7178704A6EAE4CE38693)] [added: Data](#s0F30B8FEAA155E30899E2F66F5421FC5)] | [removed: [18](#sE9D059639ABA7178704A6EAE4CE38693)] [added: [17](#s0F30B8FEAA155E30899E2F66F5421FC5)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s29EFD8B750B7380BB1156EAE97D4EEC5)] [added: Operations](#sD0119A1257AC57AEB47DBA760061C5A2)] | [removed: [18](#s29EFD8B750B7380BB1156EAE97D4EEC5)] [added: [17](#sD0119A1257AC57AEB47DBA760061C5A2)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s9DEDB757FAD092E4DA326EAE97EE0269)] [added: Risk](#s8B931D642A0251EA82D3DEE7EAA237F1)] | [removed: [18](#s9DEDB757FAD092E4DA326EAE97EE0269)] [added: [17](#s8B931D642A0251EA82D3DEE7EAA237F1)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sF44025F9A1541E46161F6EAE981AFAB1)] [added: Data](#sA46D1DF33DE75F708AF1226758549653)] | [removed: [19](#sF44025F9A1541E46161F6EAE981AFAB1)] [added: [18](#sA46D1DF33DE75F708AF1226758549653)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s5C2FEC1B7C3000E45CA66EAE98420F3F)] [added: Disclosure](#s1FC2AB1985225EC18DB63FDF7630BC5D)] | [removed: [19](#s5C2FEC1B7C3000E45CA66EAE98420F3F)] [added: [18](#s1FC2AB1985225EC18DB63FDF7630BC5D)] |

| Item 9A. | [Controls and [removed: Procedures](#sD76B7BBC507AFEC940BE6EAE986466D2)] [added: Procedures](#s6060A025E0F45806B7095815C0FA9769)] | [removed: [19](#sD76B7BBC507AFEC940BE6EAE986466D2)] [added: [18](#s6060A025E0F45806B7095815C0FA9769)] |

| Item 9B. | [Other [removed: Information](#sABB8E3F7A8B86CF40E856EAE98BB2D5A)] [added: Information](#sC8E80795EA8C5F4FAC9E664577078BFB)] | [removed: [19](#sABB8E3F7A8B86CF40E856EAE98BB2D5A)] [added: [18](#sC8E80795EA8C5F4FAC9E664577078BFB)] |

| [PART [removed: III](#sD822243B1C2F13A641766EAE98BEF543)] [added: III](#sC59BA423AD20525FBABC351DB3817A0E)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s9B63FEB85555F0221E346EAE98E8EB48)] [added: Governance](#sF10C4B717E55545099DF65FBF3DC06C0)] | [removed: [20](#s9B63FEB85555F0221E346EAE98E8EB48)] [added: [19](#sF10C4B717E55545099DF65FBF3DC06C0)] |

| Item 11. | [Executive [removed: Compensation](#s333C61127EEA7DBD86946EAE9914D456)] [added: Compensation](#s06BF3A8688545E36A4C65433998E8DC6)] | [removed: [20](#s333C61127EEA7DBD86946EAE9914D456)] [added: [19](#s06BF3A8688545E36A4C65433998E8DC6)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s9BEAEF25EBF91BA55F996EAE993C5AEF)] [added: Matters](#s7992931251195A82985646433914D8CB)] | [removed: [21](#s9BEAEF25EBF91BA55F996EAE993C5AEF)] [added: [20](#s7992931251195A82985646433914D8CB)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sC7815FF365B4D62C20186EAE995EFA26)] [added: Independence](#s11411A1EDC035185A18FF611926DE0AE)] | [removed: [21](#sC7815FF365B4D62C20186EAE995EFA26)] [added: [20](#s11411A1EDC035185A18FF611926DE0AE)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#s6FDBF880BA747602F60A6EAE99B8DFD6)] [added: Services](#sB3B7FCD5A4A156A0A1C6EEF30A87869F)] | [removed: [21](#s6FDBF880BA747602F60A6EAE99B8DFD6)] [added: [20](#sB3B7FCD5A4A156A0A1C6EEF30A87869F)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s362E5C0BB8AE1139420D6EAE4CD12810)] [added: Schedules](#sE83106C3D3E05563A030D57E6B046D12)] | [removed: [22](#s362E5C0BB8AE1139420D6EAE4CD12810)] [added: [21](#sE83106C3D3E05563A030D57E6B046D12)] |

| Item 16. | [Form 10-K [removed: Summary](#s759118dba1734b83b166231aa933149a)] [added: Summary](#s7ECE379A7D9555EC81BD0EFEF90C153D)] | [removed: [22](#s759118dba1734b83b166231aa933149a)] [added: [25](#s7ECE379A7D9555EC81BD0EFEF90C153D)] |

10-K 1 shw-12312017x10k.htm 10-K

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| Large accelerated filer | x | | Accelerated filer | o |

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| Emerging growth company | o | | | |

| [PART I](#s11466FFCBF1558BC8ABA3C3F47D7C97F) | | |

| [PART II](#sBB7086D1561D5CACA397B23D13A85130) | | |

| [PART IV](#s0194A9AD8080523398D5AD3CFA4E5C71) | | |

| | [Signatures](#s24CDE84907A55C888A9ACA1CF41A7826) | [26](#s24CDE84907A55C888A9ACA1CF41A7826) |

10-K 1 shw-12312016x10k.htm 10-K

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| --- | --- | --- | --- | --- | --- | --- |

| | | | | (Do not check if a smaller reporting company) | | |

| [PART I](#s255C58652835EF519BE36EAE95C8637E) | | |

| [PART II](#s8DC1F9D56D3230B11E056EAE977022CA) | | |

| [PART IV](#sE5F942357E80370DF1C56EAE99BB1831) | | |

| | [Signatures](#sD88F31BA14578FA67EB96EAE9A18F0B6) | [23](#sD88F31BA14578FA67EB96EAE9A18F0B6) |

| | [Exhibit Index](#sD7597E3FF921E1E5AE066EB2F7C79019) | [24](#s2E4D5BE2EC26E152BB356EAE9A36945A) |

We own our world headquarters located in Cleveland, Ohio, which includes the world headquarters for [removed: the Paint Stores] [added: The Americas] Group, Consumer [removed: Group, Global Finishes] [added: Brands] Group and [removed: Latin America] [added: Performance] Coatings Group.

| [removed: CONSUMER GROUP] [added: Consumer Brands Group] | | | | | | | [added: | |]

| [removed: LATIN AMERICA COATINGS GROUP] [added: Latin America] | | [added: 3] | [added: 6] | [added: 9] | | [added: 4] | [added: 5 | 9 |]

The operations of [removed: the Paint Stores] [added: The Americas] Group included [removed: a] [added: one] manufacturing and distribution facility in [removed: Jamaica] [added: Uruguay] and [removed: 4,180] [added: 4,620] company-operated specialty paint stores, of which [removed: 207] [added: 218] were owned, in the United States, Canada, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curacao, Aruba, St. [removed: Lucia] [added: Lucia, Uruguay, Brazil, Chile, Peru, Mexico, Ecuador] and Barbados at December 31, [removed: 2016.][added: 2017.]

These paint stores are divided into [removed: five] [added: six] separate operating divisions that are responsible for the sale of predominantly architectural, protective and marine and related products through the paint stores located within their geographical region.

At the end of [removed: 2016:][added: 2017:]

| • | the Mid Western Division operated [removed: 1,070] [added: 1,088] paint stores primarily located in the midwestern and upper west coast states; |

| • | the Eastern Division operated [removed: 842] [added: 856] paint stores along the upper east coast and New England states; |

| • | the Canada Division operated [removed: 213] [added: 227] paint stores throughout Canada; |

| • | the Southeastern Division operated [removed: a manufacturing and distribution facility in Jamaica and 1,074] [added: 1,095] paint stores principally covering the lower east and gulf coast states, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curacao, Aruba, St. Lucia and Barbados; [removed: and] |

| • | the South Western Division operated [removed: 981] [added: 1,001] paint stores in the central plains and the lower west coast [removed: states.] [added: states; and] |

During [removed: 2016, the Paint Stores] [added: 2017, The Americas] Group opened [removed: 94] [added: 101] net new stores, consisting of [removed: 109] [added: 114] new stores opened [removed: (86] [added: (76] in the United States, [removed: 21] [added: 15] in Canada, 1 in [removed: Aruba] [added: Curacao, 14 in South America] and [removed: 1] [added: 8] in [removed: Barbados)] [added: Mexico)] and [removed: 15] [added: 13] stores closed [removed: (9] [added: (4] in the United [removed: States and] [added: States, 1 in Canada,] 6 in [removed: Canada).][added: South America and 2 in Mexico).]

The [removed: Global Finishes] [added: Performance Coatings] Group operated 229 branches in the United States, of which 8 were owned, at December 31, [removed: 2016.][added: 2017.]

The [removed: Global Finishes] [added: Performance Coatings] Group also operated [removed: 59] [added: 61] branches internationally, of which 6 were owned, at December 31, [removed: 2016, consisting of branches in Canada (26), Europe (16), Chile (11), Mexico (4), Peru (1) and Thailand (1).]

For additional information regarding real property leases, see Note 17 of the Notes to Consolidated Financial Statements on page [removed: 72] [added: 74] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | Manufacturing | | | | Distribution | | |

| | | Leased | Owned | Total | | Leased | Owned | Total |

| Asia | | 1 | 6 | 7 | | 1 | 3 | 4 |

| Australia | | | 3 | 3 | | | 3 | 3 |

| Canada | | | 3 | 3 | | | | |

| Europe | | 1 | 3 | 4 | | 2 | 3 | 5 |

| Jamaica | | | 1 | 1 | | | 1 | 1 |

| United States | | 4 | 27 | 31 | | 6 | 3 | 9 |

| Total | | 9 | 49 | 58 | | 13 | 18 | 31 |

| | | | | | | | | |

| Performance Coatings Group | | | | | | | | |

| Africa | | | 1 | 1 | | | 1 | 1 |

| Asia | | 2 | 4 | 6 | | 2 | 4 | 6 |

| Canada | | | 1 | 1 | | | | |

| Europe | | 4 | 21 | 25 | | 5 | 13 | 18 |

| Latin America | | | 5 | 5 | | 1 | 7 | 8 |

| United States | | 1 | 10 | 11 | | 1 | 10 | 11 |

| Total | | 7 | 42 | 49 | | 9 | 35 | 44 |

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| | |

| --- | --- |

| • | the Latin America Division operated 353 paint stores in Uruguay, Brazil, Chile, Peru, Mexico and Ecuador. |

2017, consisting of branches in Canada (26), Europe (16), Chile (11), Mexico (4), Peru (1) and Vietnam (3).

During 2017, this segment opened 4 new branches and closed 2 branches for a net increase of 2 branches.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Manufacturing Facilities | | | | | | |

| Andover, Kansas | | Owned | | Holland, Michigan | | Owned |

| Arlington, Texas | | Owned | | Homewood, Illinois | | Owned |

| Baltimore, Maryland | | Owned | | Lawrenceville, Georgia | | Owned |

| Bedford Heights, Ohio | | Owned | | Manchester, Georgia | | Owned |

| Beltsville, Maryland | | Owned | | Memphis, Tennessee | | Owned |

| Chicago, Illinois | | Owned | | Morrow, Georgia | | Owned |

| Cincinnati, Ohio | | Owned | | Ontario, California | | Leased |

| Columbus, Ohio | | Owned | | Orlando, Florida | | Owned |

| Crisfield, Maryland | | Leased | | Plymouth, United Kingdom | | Leased |

| Elkhart, Indiana | | Owned | | Portland, Oregon | | Leased |

| Ennis, Texas | | Owned | | Rexdale, Ontario, Canada | | Owned |

| Fernley, Nevada | | Owned | | Richmond, Kentucky | | Owned |

| Flora, Illinois | | Owned | | Rockford, Illinois | | Leased |

| Fort Erie, Ontario, Canada | | Owned | | San Diego, California | | Owned |

| Garland, Texas | | Owned | | Sheffield, United Kingdom | | Owned |

| Greensboro, North Carolina (2) | | Owned | | South Holland, Illinois | | Owned |

| Grimsby, Ontario, Canada | | Owned | | Szamotuly, Poland | | Owned |

| Grove City, Ohio | | Owned | | Victorville, California | | Owned |

| Distribution Facilities | | | | | | |

| Aurora, Colorado | | Leased | | Richmond, Kentucky | | Owned |

| Buford, Georgia | | Leased | | Sheffield, United Kingdom | | Owned |

| Effingham, Illinois | | Leased | | Swaffham, United Kingdom | | Leased |

| Fredericksburg, Pennsylvania | | Owned | | Szamotuly, Poland | | Owned |

| Moreno Valley, California | | Leased | | Waco, Texas | | Leased |

| Plymouth, United Kingdom | | Leased | | Winter Haven, Florida | | Owned |

| Reno, Nevada | | Leased | | | | |

| GLOBAL FINISHES GROUP | | | | | | |

| Bello, Sweden | | Owned | | Pianoro, Italy | | Owned |

| Binh Duong Province, Vietnam | | Owned | | Sady, Poland | | Leased |

| Bolton, United Kingdom | | Owned | | Saint Cheron, France | | Owned |

| Brantford, Ontario, Canada | | Owned | | Sao Paulo, Brazil | | Owned |

| Cavezzo, Italy | | Owned | | Shanghai, China | | Leased |

| Changzhou, China | | Owned | | Texcoco, Mexico | | Owned |

| Mariano Comense, Italy | | Owned | | Valencia, Spain | | Owned |

| Marsta, Sweden | | Owned | | Wuppertal, Germany | | Owned |

| Pasir Gudang, Johor, Malaysia | | Owned | | Zhao Qing, China | | Owned |

| Bolton, United Kingdom | | Owned | | Quito, Ecuador | | Owned |

The following is the name, age and present position of each of our executive officers at February [removed: 15, 2017,] [added: 14, 2018,] as well as all prior positions held by each during the last five years and the date when each was first elected or appointed as an executive officer.

| John G. Morikis | [removed: 53] [added: 54] | Chairman, President and Chief Executive Officer, Director | 1999 |

| Allen J. Mistysyn | [removed: 48] [added: 49] | Senior Vice President [removed: –] [added: -] Finance and Chief Financial Officer | 2010 |

| Jane M. Cronin | [removed: 49] [added: 50] | Senior Vice President [removed: –] [added: -] Corporate Controller | 2016 |

| Thomas P. Gilligan | [removed: 56] [added: 57] | Senior Vice President [removed: –] [added: -] Human Resources | 2016 |

| Sean P. Hennessy | [removed: 59] [added: 60] | Senior Vice President [removed: –] [added: -] Corporate Planning, Development and Administration | 2001 |

| [removed: Catherine M. Kilbane] [added: Mary L. Garceau] | [removed: 53] [added: 45] | Senior Vice President, General Counsel and Secretary | [removed: 2013] [added: 2017] |

| Robert J. Wells | [removed: 59] [added: 60] | Senior Vice President [removed: –] [added: -] Corporate Communications and Public Affairs | 2006 |

| Joel D. Baxter | [removed: 56] [added: 57] | President & General Manager, Global Supply Chain Division, Consumer [added: Brands] Group | 2016 |

| [removed: Robert] [added: Peter] J. [removed: Davisson] [added: Ippolito] | [removed: 56] [added: 53] | President, The Americas Group | [removed: 2010] [added: 2018] |

| David B. Sewell | [removed: 48] [added: 49] | President, [removed: Global Finishes] [added: Performance Coatings] Group | 2014 |

Mr. Mistysyn has served as Senior Vice President [removed: –] [added: -] Finance and Chief Financial Officer since January 2017.

Mr. Mistysyn served as Senior Vice President [removed: –] [added: -] Finance from October 2016 to January 2017, Senior Vice President - Corporate [added: Controller from October 2014 to October 2016, and Vice President - Corporate Controller from May 2010 to October 2014.]

Ms. Cronin has served as Senior Vice President [removed: –] [added: -] Corporate Controller since October 2016.

Ms. Cronin served as Vice President [removed: –] [added: -] Corporate Audit and Loss Prevention from September 2013 to October 2016 and Vice President [removed: –] [added: -] Controller, Diversified Brands Division, Consumer Group from July 2005 to September 2013.

Mr. Gilligan has served as Senior Vice President [removed: –] [added: -] Human Resources since January 2016.

Mr. Hennessy has served as Senior Vice President [removed: –] [added: -] Corporate Planning, Development and Administration since January 2017.

Mr. Hennessy served as Senior Vice President [removed: –] [added: -] Finance and Chief Financial Officer from August 2001 to January 2017.

Ms. [removed: Kilbane] [added: Garceau] has served as Senior Vice President, General Counsel and Secretary since [removed: January 2013.][added: August 2017.]

Ms. [removed: Kilbane] [added: Garceau] has been employed with the Company since [removed: January 2013.][added: February 2014.]

Mr. Wells has served as Senior Vice President [removed: –] [added: -] Corporate Communications and Public Affairs since February 2009.

Mr. Baxter has served as President & General Manager, Global Supply Chain Division, Consumer [added: Brands] Group [added: (f/k/a Consumer Group)] since September 2008.

Mr. [removed: Davisson] [added: Ippolito] has served as President, The Americas Group since [removed: August 2014.][added: January 2018.]

Mr. [removed: Davisson] [added: Ippolito] has been employed with the Company since [removed: April] [added: May] 1986.

Mr. Sewell has served as President, [added: Performance Coatings Group (f/k/a] Global Finishes [removed: Group] [added: Group)] since August 2014.

Mr. Sewell served as President & General Manager, Product Finishes Division, Global Finishes Group from July 2012 to August [removed: 2014 and Senior Vice President, North American Sales, Automotive Division, Global Finishes Group from September 2011 to July 2012.][added: 2014.]

| Aaron M. Erter | 44 | President, Consumer Brands Group | 2017 |

Ms. Garceau served as Vice President, Deputy General Counsel and Assistant Secretary from June 2017 to August 2017, Associate General Counsel and Assistant Secretary from April 2017 to June 2017, and Associate General Counsel from February 2014 to April 2017.

Prior to joining the Company, Ms. Garceau was General Counsel of Thirty-One Gifts LLC from August 2011 to February 2014.

Mr. Erter has served as President, Consumer Brands Group since August 2017.

Mr. Erter served as President & General Manager, Consumer Division, Consumer Brands Group from June 2017 to August 2017.

Prior to joining the Company in connection with the acquisition of The Valspar Corporation, Mr. Erter served as Senior Vice President of Valspar from December 2015 to June 2017 and Vice President and General Manager, North America of Valspar from November 2011 to December 2015.

Mr. Erter has been employed with the Company since June 2017.

Mr. Ippolito served as President & General Manager, Mid Western Division, The Americas Group from November 2010 to January 2018.

Controller from October 2014 to October 2016, and Vice President – Corporate Controller from May 2010 to October 2014.

Prior to joining the Company, Ms. Kilbane was Senior Vice President, General Counsel and Secretary of American Greetings Corporation from October 2003 to December 2012.

Mr. Davisson served as President, Paint Stores Group from November 2010 to August 2014.

The number of shareholders of record at January 31, [removed: 2017] [added: 2018] was [removed: 6,770.][added: 6,470.]

Information regarding market prices and dividend information with respect to our common stock is set forth on page [removed: 77] [added: 79] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

The performance graph set forth on page [removed: 18] [added: 16] of our [removed: 2016] [added: 2017] Annual Report is incorporated herein by reference.

The following table sets forth a summary of the Company’s purchases of common stock during the fourth quarter of [removed: 2016.][added: 2017.]

| Period | | Total Number of Shares Purchased | | | Average Price Paid per Share | | [added: |] Total Number of Shares Purchased as Part of a Publicly Announced Plan | | Maximum Number of Shares that May Yet Be Purchased Under the Plan | |

| October 1 – October 31 | | | | | | | | | | | [added: |]

| Share repurchase program (1) | | | | | | | | | [added: |] 11,650,000 | |

| November 1 – November 30 | | | | | | | | | | | [added: |]

| December 1 – December 31 | | | | | | | | | | | [added: |]

| Total | | | | | | | | | | | [added: |]

| (1) | All shares are purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program. The Company had remaining authorization at December 31, [removed: 2016] [added: 2017] to purchase 11,650,000 shares. |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Employee transactions (2) | | 752 | | | $378.20 | | | | | N/A | |

| | | | | | | | | | | | |

| Employee transactions (2) | | 1,043 | | | 389.63 | | | | | N/A | |

| | | | | | | | | | | | |

| Employee transactions (2) | | 10,859 | | | 404.54 | | | | | N/A | |

| Share repurchase program (1) | | | | | | | | | | 11,650,000 | |

| Employee transactions (2) | | 12,654 | | | $401.75 | | | | | N/A | |

| | | | | | | | | | | | |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Employee transactions (2) | | 203 | | | $266.98 | | | | NA | |

| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | |

| Net sales | | $ | [removed: 11,856] [added: 14,984] | | | $ | [removed: 11,339] [added: 11,856] | | | $ | [removed: 11,130] [added: 11,339] | | | $ | [removed: 10,186] [added: 11,130] | | | $ | [removed: 9,534] [added: 10,186] | | |

| Net income | | [removed: 1,133] [added: 1,814] | | | | [removed: 1,054] [added: 1,133] | | | | [removed: 866] [added: 1,054] | | | | [removed: 753] [added: 866] | | | | [removed: 631] [added: 753] | | | |

| Total assets | | $ | [removed: 6,753] [added: 19,958] | | | $ | [removed: 5,779] [added: 6,753] | | | $ | [removed: 5,699] [added: 5,779] | | | $ | [removed: 6,383] [added: 5,699] | | | $ | [removed: 6,235] [added: 6,383] | | |

| Long-term debt | | [removed: 1,211] [added: 9,886] | | | | [removed: 1,907] [added: 1,211] | | | | [removed: 1,116] [added: 1,907] | | | | [removed: 1,122] [added: 1,116] | | | | [removed: 1,632] [added: 1,122] | | | |

| Ratio of earnings to fixed charges (1) | | [removed: 6.5x] [added: 4.7x] | | | | [removed: 9.1x] [added: 6.5x] | | | | [removed: 7.7x] [added: 9.1x] | | | | [removed: 7.4x] [added: 7.7x] | | | | [removed: 7.2x] [added: 7.4x] | | | |

| Net income [added: from continuing operations] — basic (2) | | $ | [removed: 12.33] [added: 19.52] | | | $ | [removed: 11.43] [added: 12.33] | | | $ | [removed: 9.00] [added: 11.43] | | | $ | [removed: 7.46] [added: 9.00] | | | $ | [removed: 6.20] [added: 7.46] | | |

| Net income [added: from continuing operations] — diluted (2) | | [removed: 11.99] [added: 19.11] | | | | [removed: 11.15] [added: 11.99] | | | | [removed: 8.77] [added: 11.15] | | | | [removed: 7.25] [added: 8.77] | | | | [removed: 6.02] [added: 7.25] | | | |

| Cash dividends | | [removed: 3.36] [added: 3.40] | | | | [removed: 2.68] [added: 3.36] | | | | [removed: 2.20] [added: 2.68] | | | | [removed: 2.00] [added: 2.20] | | | | [removed: 1.56] [added: 2.00] | | | |

| Income before income taxes | | $ | [removed: 1,595] [added: 1,528] | | | $ | [removed: 1,549] [added: 1,595] | | | $ | [removed: 1,258] [added: 1,549] | | | $ | [removed: 1,086] [added: 1,258] | | | $ | [removed: 907] [added: 1,086] | | |

| Interest expense, net | | [removed: 154] [added: 263] | | | | [removed: 62] [added: 154] | | | | [removed: 64] [added: 62] | | | | [removed: 63] [added: 64] | | | | [removed: 43] [added: 63] | | | |

| Interest component of rent expense | | [removed: 138] [added: 153] | | | | [removed: 130] [added: 138] | | | | [removed: 125] [added: 130] | | | | [removed: 108] [added: 125] | | | | [removed: 103] [added: 108] | | | |

| Total fixed charges | | [removed: 292] [added: 416] | | | | [removed: 192] [added: 292] | | | | [removed: 189] [added: 192] | | | | [removed: 171] [added: 189] | | | | [removed: 146] [added: 171] | | | |

| Earnings | | $ | [removed: 1,887] [added: 1,944] | | | $ | [removed: 1,741] [added: 1,887] | | | $ | [removed: 1,447] [added: 1,741] | | | $ | [removed: 1,257] [added: 1,447] | | | $ | [removed: 1,053] [added: 1,257] | | |

| | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | | |

Information required by this item is set forth on pages 38 through [removed: 75] [added: 77] of our [removed: 2016] [added: 2017] Annual Report under the captions “Report of Management on the Consolidated Financial Statements,” “Report of the Independent Registered Public Accounting Firm on the Consolidated Financial Statements,” “Statements of Consolidated Income and Comprehensive Income,” “Consolidated Balance Sheets,” “Statements of Consolidated Cash Flows,” “Statements of Consolidated Shareholders’ Equity,” and “Notes to Consolidated Financial Statements,” which is incorporated herein by reference.

Unaudited quarterly data is set forth in Note 16 of the Notes to Consolidated Financial Statements on page [removed: 71] [added: 74] of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

The “Report of Management on Internal Control over Financial Reporting” is set forth on page 36 of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

The “Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” is set forth on page 37 of our [removed: 2016] [added: 2017] Annual Report, which is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors during [removed: 2016.][added: 2017.]

The information required by this item is set forth under the captions “Compensation Committee Report,” “Compensation Risk Assessment,” [removed: “2016] [added: “2017] Director Compensation Table” and “Director Compensation Program” in our Proxy Statement, and under the Executive Compensation section of our Proxy Statement commencing with the information under the caption “Compensation Discussion and Analysis (CD&A)” and continuing through the information under the caption [removed: “Estimated Payments upon Termination or Change in Control Table,”] [added: “2017 CEO Pay Ratio,”] which is incorporated herein by reference.

The following consolidated financial statements of the Company included in our [removed: 2016] [added: 2017] Annual Report are incorporated by reference in Item 8.

| (i) | Report of Management on the Consolidated Financial Statements (page 38 of our [removed: 2016] [added: 2017] Annual Report); |

| (ii) | Report of the Independent Registered Public Accounting Firm on the Consolidated Financial Statements (page 39 of our [removed: 2016] [added: 2017] Annual Report); |

| (iii) | Statements of Consolidated Income and Comprehensive Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] (page 40 [added: and 41] of our [removed: 2016] [added: 2017] Annual Report); |

| (iv) | Consolidated Balance Sheets at December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] (page [removed: 41] [added: 42] of our [removed: 2016] [added: 2017] Annual Report); |

| (v) | Statements of Consolidated Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] (page [removed: 42] [added: 43] of our [removed: 2016] [added: 2017] Annual Report); |

| (vi) | Statements of Consolidated Shareholders’ Equity for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] (page [removed: 43] [added: 44] of our [removed: 2016] [added: 2017] Annual Report); and |

| (vii) | Notes to Consolidated Financial Statements for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] (pages [removed: 44] [added: 46] through [removed: 75] [added: 77] of our [removed: 2016] [added: 2017] Annual Report). |

[removed: |] (2) [removed: |] Financial Statement Schedule [removed: |]

Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] is set forth below.

| (thousands of dollars) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Beginning balance | $ | [removed: 49,420] [added: 40,450] | | | $ | [removed: 53,770] [added: 49,420] | | | $ | [removed: 54,460] [added: 53,770] | |

| Bad debt expense | [removed: 29,869] [added: 42,716] | | | | [removed: 30,393] [added: 29,869] | | | | [removed: 34,810] [added: 30,393] | | |

| Uncollectible accounts written off, net of recoveries | [removed: (38,839] [added: (30,169] | | ) | | [removed: (34,743] [added: (38,839] | | ) | | [removed: (35,500] [added: (34,743] | | ) |

| Ending balance | $ | [removed: 40,450] [added: 52,997] | | | $ | [removed: 49,420] [added: 40,450] | | | $ | [removed: 53,770] [added: 49,420] | |

[removed: |] (3) [removed: |] Exhibits [removed: |]

| | | |

| --- | --- | --- |

| | | |

| 2. | *(a) | [Agreement and Plan of Merger, among the Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312516511340/d152999dex21.htm) |

| | | |

| 3. | (a) | [Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated February 18, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm) |

| | | |

| | (b) | [Regulations of the Company, as amended and restated April 20, 2011, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated April 20, 2011, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000095012311038503/l42478exv3.htm) |

| | | |

| 4. | (a) | [Indenture between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee, dated as of February 1, 1996, filed as Exhibit 4(a) to Form S-3 Registration Statement Number 333-01093 dated February 20, 1996, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/0000950152-96-000590.txt) |

| | | |

| | (b) | [Second Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex41.htm) |

| | | |

| --- | --- | --- |

| | | |

| | (c) | [Third Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm) |

| | | |

| | (d) | [Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex41.htm) |

| | | |

| | (e) | [First Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex42.htm) |

| | | |

| | (f) | [Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex43.htm) |

| | | |

| | (g) | [Third Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex41.htm) |

| | | |

| | (h) | [Fourth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex42.htm). |

| | | |

| | (i) | [Fifth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex43.htm) |

| | | |

| | (j) | [Sixth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex44.htm) |

| | | |

| | (k) | [Seventh Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex45.htm) |

| | | |

| | (l) | [Eighth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex41.htm) |

| | | |

| | (m) | [Ninth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex42.htm) |

| | | |

| | (n) | [Tenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex43.htm) |

| | | |

| | (o) | [Eleventh Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex44.htm) |

| | |

| --- | --- |

See the Exhibit Index on pages 24 through 28 of this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 22, 2017.][added: 23, 2018.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 22, 2017.][added: 23, 2018.]

| By: | /S/ | MARY L. GARCEAU |

| | | Mary L. Garceau, Secretary |

| * MICHAEL H. THAMAN | | Director |

| Michael H. Thaman | | |

| By: | /S/ | MARY L. GARCEAU | | February 23, 2018 |

| | | Mary L. Garceau, Attorney-in-fact | | |

| | | |

| --- | --- | --- |

| By: | /S/ | CATHERINE M. KILBANE |

| | | Catherine M. Kilbane, Secretary |

| * CHRISTOPHER M. CONNOR | | Director |

| Christopher M. Connor | | |

| * THOMAS G. KADIEN | | Director |

| Thomas G. Kadien | | |

| By: | /S/ | CATHERINE M. KILBANE | | February 22, 2017 |

| | | Catherine M. Kilbane, Attorney-in-fact | | |

EXHIBIT INDEX

| 2. | *(a) | Agreement and Plan of Merger, among the Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference. |

| 3. | (a) | Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated February 18, 2015, and incorporated herein by reference. |

| | (b) | Regulations of the Company, as amended and restated April 20, 2011, filed as Exhibit 3 to the Company's Current Report on Form 8-K dated April 20, 2011, and incorporated herein by reference. |

| 4. | (a) | Indenture between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee, dated as of February 1, 1996, filed as Exhibit 4(a) to Form S-3 Registration Statement Number 333-01093 dated February 20, 1996, and incorporated herein by reference. |

| | (b) | First Supplemental Indenture between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 21, 2009, filed as Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference. |

| | (c) | Second Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference. |

| | (d) | Third Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference. |

| | (e) | Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. |

| | (f) | First Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. |

| | (g) | Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. |

| | (h) | Credit Agreement, dated as of July 16, 2015, by and among the Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, Bank of America, National Association, as Canadian administrative agent, JPMorgan Chase Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as co-documentation agents, and Wells Fargo Bank, National Association, as syndication agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 15, 2015, and incorporated herein by reference. |

| | (i) | Amendment No. 1 to Credit Agreement, dated as of April 13, 2016, by and among the Company, Sherwin-Williams Canada Inc., Sherwin-Williams Luxembourg S.à r.l. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders party thereto, Bank of America, N.A., as domestic administrative agent, and Bank of America, National Association, as Canadian administrative agent, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference. |

| | (j) | Five Year Credit Agreement, dated as of January 30, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated January 30, 2012, and incorporated herein by reference. |

| | (k) | Agreement for Letter of Credit, dated as of January 30, 2012, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated January 30, 2012, and incorporated herein by reference. |

| | (l) | Five Year Credit Agreement Amendment No. 1, dated as of February 6, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 6, 2012, and incorporated herein by reference. |

| | (m) | Five Year Credit Agreement Amendment No. 2, dated as of February 13, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 13, 2012, and incorporated herein by reference. |

| | (n) | Five Year Credit Agreement Amendment No. 3, dated as of February 27, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders from time to time party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated February 27, 2012, and incorporated herein by reference. |

| | (o) | Five Year Credit Agreement, dated as of April 23, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated April 23, 2012, and incorporated herein by reference. |

| | (p) | Agreement for Letter of Credit, dated as of April 23, 2012, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated April 23, 2012, and incorporated herein by reference. |

| | (q) | Five Year Credit Agreement Amendment No. 1, dated as of April 25, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated April 25, 2012, and incorporated herein by reference. |

| | (r) | Five Year Credit Agreement Amendment No. 2, dated as of May 7, 2012, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated May 7, 2012, and incorporated herein by reference. |

| | (s) | Credit Agreement, dated as of May 9, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference. |

| | (t) | Agreement for Letter of Credit, dated as of May 9, 2016, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference. |

| | (u) | Amendment No. 1 to the Credit Agreement, dated as of May 12, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 12, 2016, and incorporated herein by reference. |

| | (v) | Amendment No. 2 to the Credit Agreement, dated as of June 20, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 20, 2016, and incorporated herein by reference. |

| | (w) | Amendment No. 3 to the Credit Agreement, dated as of August 1, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 1, 2016, and incorporated herein by reference. |

| | (x) | Amendment No. 4 to the Credit Agreement, dated as of January 31, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 31, 2017, and incorporated herein by reference. |

| | (y) | Amendment No. 5 to the Credit Agreement, dated as of February 13, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 13, 2017, and incorporated herein by reference. |

| | (z) | 364-Day Bridge Credit Agreement, dated as of April 13, 2016, by and among the Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 13, 2016, and incorporated herein by reference. |