Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements
			Page
Report of Management on Internal Control Over Financial Reporting			42
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting			43
Report of Management on the Consolidated Financial Statements			45
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42)			46
Statements of Consolidated Income			48
Statements of Consolidated Comprehensive Income			49
Consolidated Balance Sheets			50
Statements of Consolidated Cash Flows			51
Statements of Consolidated Shareholders’ Equity			52
Notes to Consolidated Financial Statements			53

Report of Management

On Internal Control Over Financial Reporting

Shareholders of The Sherwin-Williams Company

We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. 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 policies or procedures may deteriorate.

In order to ensure that the Company’s internal control over financial reporting was effective as of December 31, 2024, 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 the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, 2024, 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, 2024 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 43 of this report.

Heidi G. Petz

Chair, President and Chief Executive Officer

Allen J. Mistysyn

Senior Vice President - Finance and Chief Financial Officer

J. Paul Lang

Senior Vice President - Enterprise Finance and Chief Accounting Officer

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Sherwin-Williams Company

Opinion on Internal Control Over Financial Reporting

We have audited The Sherwin-Williams Company and subsidiaries internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Sherwin-Williams Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024, 2023 and 2022, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at Item 15(a) and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

/s/ Ernst & Young, LLP

Cleveland, Ohio

February 20, 2025

Report of Management

On the Consolidated Financial Statements

Shareholders of The Sherwin-Williams Company

We are responsible for the preparation and fair presentation of the consolidated financial statements, accompanying notes and related financial information included in this report of The Sherwin-Williams Company and its consolidated subsidiaries (collectively, the Company) as of December 31, 2024, 2023 and 2022 and for the years then ended in accordance with U.S. generally accepted accounting principles. The consolidated financial information included in this report contains certain amounts that were based upon our best estimates, judgments and assumptions that we believe were reasonable under the circumstances.

We have conducted an assessment of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As discussed in the Report of Management on Internal Control Over Financial Reporting on page 42 of this report, we concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.

The Board of Directors fulfills its responsibility for the oversight of the Company’s accounting policies and procedures, financial statement preparation and internal control over financial reporting through the Audit Committee, comprised exclusively of independent directors. The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm. The Audit Committee meets at least quarterly with financial management, internal auditors and the independent registered public accounting firm to review the adequacy of financial controls, the effectiveness of the Company’s internal control over financial reporting and the nature, extent and results of the audit effort. Both the internal auditors and the independent registered public accounting firm have private and confidential access to the Audit Committee at all times.

We believe that the consolidated financial statements, accompanying notes and related financial information included in this report fairly reflect the form and substance of all material financial transactions and fairly present, in all material respects, the consolidated financial position, results of operations and cash flows as of and for the periods presented.

Heidi G. Petz

Chair, President and Chief Executive Officer

Allen J. Mistysyn

Senior Vice President - Finance and Chief Financial Officer

J. Paul Lang

Senior Vice President - Enterprise Finance and Chief Accounting Officer

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of The Sherwin-Williams Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Sherwin-Williams Company and subsidiaries (the Company) as of December 31, 2024, 2023 and 2022, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Gibbsboro environmental-related accrual
Description of the Matter			As described in Note 10 to the consolidated financial statements, the Company had short-term and long-term accruals for environmental-related activities of $66.4 million and $230.3 million, respectively, at December 31, 2024. The Company’s largest and most complex site is the Gibbsboro, New Jersey site (Gibbsboro) and the substantial majority of the environmental-related accrual relates to this site. Gibbsboro consists of six operable units which contain a combination of soil, sediment, surface water and groundwater contamination, and are in various phases of investigation and remediation with the Environmental Protection Agency (EPA). The Company’s estimated environmental-related accrual for Gibbsboro is based on industry standards and professional judgement, and the most significant assumptions underlying the estimated cost of remediation efforts reserved for Gibbsboro are the types and extent of future remediation. Auditing the Company’s environmental-related accrual at the Gibbsboro site required complex judgement due to the inherent challenges in identifying the type and extent of future remedies in determining the probable and reasonably estimable loss for which the Company will be responsible.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes to estimate the Gibbsboro environmental-related accrual. For example, we tested controls over management’s review of the environmental loss calculations and the key assumptions affecting those calculations as described above. To test the Gibbsboro environmental-related accrual, our audit procedures included, among others, a review of correspondence with the EPA supporting the Company’s assessment of the type, extent and cost of remediation at the Gibbsboro site for which the Company is responsible. We assessed the appropriateness of the Company’s policies and procedures and tested management’s environmental reserve estimate. We involved our environmental specialists to confirm our understanding of the remediation plans for the most significant operable units within the Gibbsboro site and to evaluate the impact of current year investigation and remediation activities on the Company's methodology and assumptions used to estimate the cost and extent of remediation in accordance with industry practice, applicable laws and regulations. We reconciled types and extent of remediation identified in communications between the Company and the EPA, including agreed upon remediation plans with the EPA, to the Company’s remediation cost estimates recorded for Gibbsboro. We also conducted a search for publicly available information that might indicate facts contrary to the types and extent of remediation currently identified in the Company’s remediation cost estimates recorded for Gibbsboro.

/s/ Ernst & Young, LLP

We have served as the Company’s auditor since 1908.

Cleveland, Ohio

February 20, 2025

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

(in millions, except per share data)			Year Ended December 31,
			2024						2023						2022
Net sales			$	23,098.5					$	23,051.9					$	22,148.9
Cost of goods sold			11,903.4						12,293.8						12,823.8
Gross profit			11,195.1						10,758.1						9,325.1
Percent to Net sales			48.5		%				46.7		%				42.1		%
Selling, general and administrative expenses			7,422.1						7,065.4						6,331.6
Percent to Net sales			32.1		%				30.6		%				28.6		%
Other general (income) expense - net			(38.8)						67.1						(24.9)
Impairment			—						57.9						15.5
Interest expense			415.7						417.5						390.8
Interest income			(11.0)						(25.2)						(8.0)
Other (income) expense - net			(44.7)						65.5						47.0
Income before income taxes			3,451.8						3,109.9						2,573.1
Income taxes			770.4						721.1						553.0
Net income			$	2,681.4					$	2,388.8					$	2,020.1
Net income per common share:
Basic			$	10.68					$	9.35					$	7.83
Diluted			$	10.55					$	9.25					$	7.72
Weighted average shares outstanding:
Basic			251.0						255.4						258.0
Diluted			254.1						258.3						261.8

See notes to consolidated financial statements.

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(in millions)			Year Ended December 31,
			2024						2023						2022
Net income			$	2,681.4					$	2,388.8					$	2,020.1
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (1)			(256.0)						93.9						(108.7)
Pension and other postretirement benefit adjustments:
Amounts recognized in AOCI (2)			23.0						3.9						106.8
Amounts reclassified from AOCI (3)			(14.2)						(17.9)						3.7
Total			8.8						(14.0)						110.5
Unrealized net gains on cash flow hedges:
Amounts reclassified from AOCI (4)			(3.7)						(3.6)						(4.0)
Other comprehensive (loss) income, net of tax			(250.9)						76.3						(2.2)
Comprehensive income			$	2,430.5					$	2,465.1					$	2,017.9

(1) The years ended December 31, 2024, 2023 and 2022 include unrealized gains (losses), net of taxes, of $53.6 million, $(24.9) million and $34.1 million, respectively, related to net investment hedges. See Note 16.

(2) Net of taxes of $(6.6) million, $(2.8) million and $(33.8) million in 2024, 2023 and 2022, respectively.

(3) Net of taxes of $4.6 million, $5.9 million and $(1.2) million in 2024, 2023 and 2022, respectively.

(4) Net of taxes of $1.2 million in 2024 and 2023 and $1.1 million in 2022.

See notes to consolidated financial statements.

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)			December 31,
			2024						2023						2022
Assets
Current assets:
Cash and cash equivalents			$	210.4					$	276.8					$	198.8
Accounts receivable, net			2,388.8						2,467.9						2,563.6
Inventories			2,288.1						2,329.8						2,626.5
Other current assets			513.5						438.4						518.8
Total current assets			5,400.8						5,512.9						5,907.7
Property, plant and equipment, net			3,533.2						2,836.8						2,207.0
Goodwill			7,580.1						7,626.0						7,583.2
Intangible assets			3,533.2						3,880.5						4,002.0
Operating lease right-of-use assets			1,953.8						1,887.4						1,866.8
Other assets			1,631.5						1,210.8						1,027.3
Total Assets			$	23,632.6					$	22,954.4					$	22,594.0
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings			$	662.4					$	374.2					$	978.1
Accounts payable			2,253.2						2,315.0						2,436.5
Compensation and taxes withheld			842.8						862.7						784.5
Accrued taxes			174.3						197.4						197.4
Current portion of long-term debt			1,049.2						1,098.8						0.6
Current portion of operating lease liabilities			466.6						449.3						425.3
Other accruals			1,360.2						1,329.5						1,138.3
Total current liabilities			6,808.7						6,626.9						5,960.7
Long-term debt			8,176.8						8,377.9						9,591.0
Postretirement benefits other than pensions			120.7						133.2						139.3
Deferred income taxes			607.5						683.1						681.6
Long-term operating lease liabilities			1,558.3						1,509.5						1,512.9
Other long-term liabilities			2,309.4						1,908.0						1,606.4
Shareholders’ equity:
Common stock - $0.33-1/3 par value:
251.3, 254.5 and 258.9 million shares outstanding
at December 31, 2024, 2023 and 2022, respectively			92.5						91.8						91.2
Other capital			4,576.2						4,193.6						3,963.9
Retained earnings			7,246.3						5,288.3						3,523.2
Treasury stock, at cost			(6,988.6)						(5,233.6)						(3,775.6)
Accumulated other comprehensive loss			(875.2)						(624.3)						(700.6)
Total shareholders’ equity			4,051.2						3,715.8						3,102.1
Total Liabilities and Shareholders’ Equity			$	23,632.6					$	22,954.4					$	22,594.0

See notes to consolidated financial statements.

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

(in millions)			Year Ended December 31,
			2024						2023						2022
Operating Activities
Net income			$	2,681.4					$	2,388.8					$	2,020.1
Adjustments to reconcile Net income to Net operating cash:
Depreciation			297.4						292.3						264.0
Non-cash lease expense			460.5						452.7						416.9
Amortization of intangible assets			326.6						330.2						317.1
Gain on divestiture of business			—						(20.1)						—
Loss on extinguishment of debt			—						12.8						—
Impairment			—						57.9						15.5
Provisions for environmental-related matters - net			(1.3)						80.7						(7.1)
Provisions for restructuring			—						15.3						47.3
Deferred income taxes			(74.9)						(88.9)						(144.8)
Other postretirement benefit plan net cost			(17.0)						(15.8)						(1.6)
Stock-based compensation expense			138.1						115.9						99.7
Amortization of non-traded investments			75.0						65.4						38.5
(Gain) loss on sale or disposition of assets			(49.9)						0.9						(10.7)
Other			6.1						7.0						43.9
Change in working capital accounts:
(Increase) decrease in accounts receivable			(10.7)						85.6						(200.2)
(Increase) decrease in inventories			(32.9)						323.4						(666.7)
Increase (decrease) in accounts payable			21.8						(241.1)						46.6
Decrease in accrued taxes			(14.3)						(8.9)						(38.1)
(Decrease) increase in accrued compensation and taxes withheld			(7.9)						75.7						65.8
Decrease in refundable income taxes			0.8						25.8						47.6
Other			(20.7)						306.7						32.5
Change in operating lease liabilities			(460.7)						(453.4)						(405.3)
Costs incurred for environmental-related matters			(24.1)						(35.3)						(23.8)
Other			(140.1)						(251.7)						(37.3)
Net operating cash			3,153.2						3,521.9						1,919.9
Investing Activities
Capital expenditures			(1,070.0)						(888.4)						(644.5)
Acquisitions of businesses, net of cash acquired			(78.9)						(264.7)						(1,003.1)
Proceeds from divestiture of business			—						103.7						—
Proceeds from sale of assets			11.6						70.1						33.2
Other			(59.0)						(60.0)						6.8
Net investing cash			(1,196.3)						(1,039.3)						(1,607.6)
Financing Activities
Net increase (decrease) in short-term borrowings			288.6						(603.9)						214.4
Proceeds from long-term debt			848.7						—						999.7
Payments of long-term debt			(1,100.0)						(136.4)						(260.3)
Payments for credit facility and debt issuance costs			(8.6)						—						(7.3)
Payments of cash dividends			(723.4)						(623.7)						(618.5)
Proceeds from stock options exercised			242.0						111.6						67.3
Treasury stock purchased			(1,738.8)						(1,432.0)						(883.2)
Proceeds from treasury stock issued			—						—						22.0
Proceeds from real estate financing transactions			244.2						306.5						207.3
Other			(69.8)						(46.7)						(23.8)
Net financing cash			(2,017.1)						(2,424.6)						(282.4)
Effect of exchange rate changes on cash			(6.2)						20.0						3.2
Net (decrease) increase in cash and cash equivalents			(66.4)						78.0						33.1
Cash and cash equivalents at beginning of year			276.8						198.8						165.7
Cash and cash equivalents at end of year			$	210.4					$	276.8					$	198.8
Supplemental cash flow information
Income taxes paid			$	779.8					$	816.7					$	580.1
Interest paid			$	406.9					$	416.5					$	371.1

See notes to consolidated financial statements.

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

(in millions, except per share data)			Common Stock						Other Capital						Retained Earnings						Treasury Stock						Accumulated Other Comprehensive Loss						Total
Balance at January 1, 2022			$	90.8					$	3,793.0					$	2,121.7					$	(2,869.9)					$	(698.4)					$	2,437.2
Net income															2,020.1																		2,020.1
Other comprehensive loss																											(2.2)						(2.2)
Treasury stock purchased																					(883.2)												(883.2)
Treasury stock issued									11.0												11.0												22.0
Stock-based compensation activity			0.4						167.1												(33.5)												134.0
Other adjustments									(7.2)						(0.1)																		(7.3)
Cash dividends -- $2.40 per share															(618.5)																		(618.5)
Balance at December 31, 2022			91.2						3,963.9						3,523.2						(3,775.6)						(700.6)						3,102.1
Net income															2,388.8																		2,388.8
Other comprehensive income																											76.3						76.3
Treasury stock purchased																					(1,432.0)												(1,432.0)
Stock-based compensation activity			0.6						229.3												(26.0)												203.9
Other adjustments									0.4																								0.4
Cash dividends -- $2.42 per share															(623.7)																		(623.7)
Balance at December 31, 2023			91.8						4,193.6						5,288.3						(5,233.6)						(624.3)						3,715.8
Net income															2,681.4																		2,681.4
Other comprehensive loss																											(250.9)						(250.9)
Treasury stock purchased																					(1,738.8)												(1,738.8)
Stock-based compensation activity			0.7						383.0												(16.2)												367.5
Other adjustments									(0.4)																								(0.4)
Cash dividends -- $2.86 per share															(723.4)																		(723.4)
Balance at December 31, 2024			$	92.5					$	4,576.2					$	7,246.3					$	(6,988.6)					$	(875.2)					$	4,051.2

See notes to consolidated financial statements.

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(millions of dollars, unless otherwise noted)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements included in this report have been prepared by management of The Sherwin-Williams Company (herein referred to as the Company). These statements include the accounts of the Company and all consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The Company’s share of earnings or losses from nonconsolidated affiliates is included in the consolidated financial statements using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliate.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (US GAAP) requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those amounts.

Nature of Operations

The Company 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, Europe, Asia and Australia.

Cash Equivalents

Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable and Allowance for Current Expected Credit Losses

Accounts receivable are recorded at the time of credit sales, net of an allowance for current expected credit losses. The Company records an allowance for current expected credit losses to reduce Accounts receivable to the net amount expected to be collected.

Under Accounting Standards Codification (ASC) 326, the Company reviews the collectibility of the Accounts receivable balance each reporting period and estimates the allowance for current expected credit losses based on historical bad debt experience, aging of accounts receivable, current creditworthiness of customers, current economic factors, as well as reasonable and supportable forward-looking information. Accounts receivable balances are written-off against the allowance for current expected credit losses if a final determination of uncollectibility is made. All provisions for the allowance for current expected credit losses are included in Selling, general and administrative expenses. See Note 18 for further details.

Inventories

Inventories are stated at the lower of cost or market with cost determined principally on the last-in, first-out (LIFO) method. Market represents current replacement cost, which is the cost to purchase or reproduce the inventory. If inventories accounted for on the LIFO method are reduced on a year-over-year basis, then liquidation of certain quantities carried at costs prevailing in prior years occurs. Management records an estimate of the lower of cost or market whenever the utility of inventory is impaired by damage, deterioration, obsolescence, changes in price levels, or other causes based on historical experience and current trends through reductions to inventory cost by recording a provision included in Cost of goods sold. If management estimates that the reasonable market value is below cost or determines that future demand was lower than current inventory levels, based on historical experience, current and projected market demand, current and projected volume trends and other relevant current and projected factors associated with the current economic conditions, a reduction in inventory cost to current market price is provided for in the reserve for obsolescence. See Note 4 for further details.

Property, Plant and Equipment

Property, plant and equipment (including leasehold improvements) is stated on the basis of cost. Depreciation is charged to expense using the straight-line method over the assets’ estimated useful lives which range from 5 to 25 years for buildings and 3 to 15 years for machinery and equipment. Depreciation and amortization are included in the appropriate Cost of goods sold or Selling, general and administrative expenses caption on the Statements of Consolidated Income. See Note 5 for further details.

Goodwill and Intangible Assets

Goodwill represents the cost in excess of fair value of net assets acquired in business combinations. Intangible assets include software, customer relationships, intellectual property and trademarks. In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill and indefinite-lived trademarks are not amortized, but instead are tested for impairment on an annual basis, as well as whenever an event occurs or circumstances change that indicate impairment has occurred on a more likely than not basis. Finite-lived intangible assets are amortized on a straight-line basis over the expected period of benefit, which ranges primarily from 3 to 29 years. See Note 6 for further details.

Impairment of Long-Lived Assets

In accordance with the Property, Plant and Equipment Topic of the ASC, management evaluates the recoverability and remaining lives of long-lived assets, including right-of-use assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. See Note 5 for further details.

Derivative Instruments

The Company utilizes derivative instruments to mitigate certain risk exposures as part of its overall financial risk management policy and accounts for these instruments in accordance with the Derivatives and Hedging Topic of the ASC. Derivatives are recorded as assets or liabilities in the Consolidated Balance Sheets at fair value. Changes in fair value of the derivative instruments are recognized immediately in earnings unless the derivative instrument qualifies for and is designated in an effective hedging relationship.

The Company entered into foreign currency forward contracts with maturity dates of less than twelve months in 2024, 2023 and 2022, primarily to hedge against value changes in foreign currency. There were no material foreign currency option and forward contracts outstanding at December 31, 2024, 2023 and 2022. See Note 19 for further details.

The Company also entered into cross currency swap contracts to hedge its net investment in European operations in 2024, 2023 and 2022. These contracts qualified for and were designated as net investment hedges under US GAAP. The changes in fair value for the cross currency swaps are recognized in the Foreign currency translation adjustments component of AOCI. The cash flow impact of these instruments is classified as an investing activity in the Statements of Consolidated Cash Flows. See Note 16 for further details.

Non-Traded Investments

The Company has invested in U.S. affordable housing, historic renovation and other real estate investments (Non-Traded Investments) that have been identified as variable interest entities which qualify for certain tax credits and other tax benefits. Since the Company does not have the power to direct the day-to-day operations of the Non-Traded Investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. Therefore, in accordance with the Consolidation Topic of the ASC, the Non-Traded Investments are not consolidated.

Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments are amortized in proportion to the receipt of related tax credits. The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits. Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Income.

			2024						2023						2022
Amortization of Non-Traded Investments			$	75.0					$	65.4					$	38.5
Tax credits and other tax benefits received			104.9						94.8						67.2

The carrying value of Non-Traded Investments is recorded in Other assets. The liabilities for estimated future capital contributions are recorded in Other accruals and Other long-term liabilities. In addition, the associated impact of related tax credits and other tax benefits are recorded as a reduction of Accrued taxes and a net deferred income tax asset within Deferred income taxes. On the Statements of Consolidated Cash Flows, the tax credits and other tax benefits are presented as a change in Accrued taxes and in Deferred income taxes within Operating activities. Tax credits and other tax benefits reduced Accrued taxes by $104.9 million, $94.8 million and $67.2 million at December 31, 2024, 2023 and 2022, respectively. The following table summarizes the balances related to Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:

			2024						2023						2022
Other assets			$	744.0					$	675.0					$	587.0
Other accruals			101.4						80.9						89.8
Other long-term liabilities			600.3						568.2						476.5
Net deferred income tax asset			7.6						19.4						23.4

Standby Letters of Credit

The Company occasionally enters into standby letter of credit agreements to guarantee various operating activities. These agreements provide credit availability to the various beneficiaries if certain contractual events occur. Amounts outstanding under these agreements totaled $125.5 million, $146.2 million and $149.8 million at December 31, 2024, 2023 and 2022, respectively.

Product Warranties

The Company offers assurance-type product warranties for certain products. The specific terms and conditions of such warranties vary depending on the product or customer contract requirements. Management estimated the costs of unsettled product warranty claims based on historical results and experience and included an amount in Other accruals. Management periodically assesses the adequacy of the accrual for product warranty claims and adjusts the accrual as necessary. Changes in the Company’s accrual for product warranty claims during 2024, 2023 and 2022, including customer satisfaction settlements during the year, were as follows:

			2024						2023						2022
Balance at January 1			$	40.4					$	36.2					$	35.2
Charges to expense			34.2						37.0						30.1
Settlements			(28.2)						(32.8)						(29.1)
Balance at December 31			$	46.4					$	40.4					$	36.2

Defined Benefit Pension and Other Postretirement Benefit Plans

The Company accounts for its defined benefit pension and other postretirement benefit plans in accordance with the Retirement Benefits Topic of the ASC, which requires the Company to recognize an asset for overfunded defined benefit pension or other postretirement benefit plans and a liability for unfunded or underfunded plans. In addition, actuarial gains and losses and prior service costs of such plans are recorded in AOCI. The amounts recorded in AOCI will continue to be modified as actuarial assumptions and service costs change, and all such amounts will be amortized to expense over a period of years through the net pension cost (credit) and net periodic benefit cost (credit). See Note 8 for further details.

Defined Contribution Savings Plan

The Company accounts for its defined contribution savings plan in accordance with the Defined Contribution Plans Subtopic of the Compensation – Retirement Benefits Topic of the ASC. The Company recognized compensation expense for amounts contributed to the defined contribution savings plan. See Note 13 for further details.

Environmental Matters

Capital expenditures for ongoing environmental compliance measures are recorded in Property, plant and equipment, net, and related expenses are included in the normal operating expenses of conducting business. The Company accrued for environmental-related activities for which commitments or clean-up plans have been developed and when such costs could be reasonably estimated based on industry standards and professional judgment. Accrued amounts are primarily recorded on an undiscounted basis and have not been recorded net of insurance proceeds in accordance with the Offsetting Subtopic of the Balance Sheet Topic of the ASC. Environmental-related expenses include direct costs of investigation and remediation and

indirect costs such as compensation and benefits for employees directly involved in the investigation and remediation activities and fees paid to outside engineering, consulting and law firms. See Notes 10 and 19 for further details.

Stock-Based Compensation

The cost of the Company’s stock-based compensation is recorded in accordance with the Stock Compensation Topic of the ASC. See Note 14 for further details.

Other Liabilities

The Company retains risk for certain liabilities, primarily workers’ compensation claims, employee medical and disability benefits and automobile, property, general and product liability claims. Estimated amounts are accrued for certain workers’ compensation, employee medical and disability benefits, automobile and property claims filed but unsettled and estimated claims incurred but not reported. Estimates are 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 are 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.

Foreign Currency Translation

All consolidated non-highly inflationary foreign operations use the local currency of the country of operation as the functional currency. Local currency asset and liability accounts are translated at year-end exchange rates while income and expense accounts are translated at average exchange rates. The resulting translation adjustments are included in AOCI.

Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary. For subsidiaries operating in highly inflationary economies, the parent’s reporting currency is the functional currency. Monetary assets and liabilities are translated into U.S. dollars using rates of exchange at the balance sheet date and non-monetary assets and liabilities are translated into U.S. dollars at their historical rates of exchange, with remeasurement adjustments and other transaction gains and losses recognized in Net income. See Note 19 for further details.

Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of the contract are satisfied. This generally occurs with the transfer of control of our products to the customer. Collectibility of amounts recorded as revenue is probable at the time of recognition. See Note 18 for further details.

Customer and Vendor Consideration

The Company offers certain customers rebate and sales incentive programs which are classified as reductions in sales. Such programs are in the form of volume rebates, rebates that constituted a percentage of sales or rebates for attaining certain sales goals. The Company receives consideration from certain suppliers of raw materials in the form of volume rebates or rebates that constitute a percentage of purchases. These rebates are recognized on an accrual basis by the Company as a reduction of the purchase price of the raw materials and a subsequent reduction of Cost of goods sold when the related product was sold.

Cost of Goods Sold

Included in Cost of goods sold are costs for materials, manufacturing, distribution and related support. Distribution costs include expenses related to the distribution of products including inbound freight charges, purchase and receiving costs, warehousing costs, internal transfer costs and other costs incurred to ship products. Also included in Cost of goods sold are research and development costs, quality control, product formulation expenditures and other similar items. Research and development costs were $217.3 million, $196.6 million and $119.3 million during 2024, 2023 and 2022, respectively.

Selling, General and Administrative Expenses

Selling costs include advertising expenses, marketing costs, employee and store costs and sales commissions. The cost of advertising is expensed as incurred. The Company incurred $386.9 million, $394.0 million and $314.4 million in advertising costs during 2024, 2023 and 2022, respectively. General and administrative expenses include human resources, legal, finance and other support and administrative functions.

Government Incentives

The Company receives incentives from various government entities in the form of tax rebates or credits, grants and loans. These incentives typically require that the Company maintain specified spending levels and other operational metrics and may be subject to reimbursement if conditions are not met or maintained. Government incentives are recorded in the Company’s consolidated financial statements in accordance with their purpose as a reduction of expense, a reduction of the cost of the

capital investment or other income. The benefit of these incentives is recorded when received and all conditions as specified in the agreement are fulfilled.

There were $86.6 million of government incentives received as cash payments related to the construction of the Company’s new global headquarters and research and development center in 2022. These government incentives were recorded as a reduction in the carrying amount of the respective assets under construction within Property, plant and equipment, net on the Consolidated Balance Sheets and within Other as an investing activity on the Statements of Consolidated Cash Flows. There were no material government incentives received in 2024 or 2023.

Supply Chain Financing

As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers. The Company is not a party to agreements between the suppliers and the financial institutions. These arrangements provide participating suppliers the option to settle outstanding accounts payable incurred by the Company in the normal course of business early at a discount and do not impact our rights and obligations with suppliers, including amounts due and scheduled payment terms. Under the terms of our agreements, the Company confirms the validity of each supplier invoice to the respective financial institution upon receipt. On the invoice due date, the Company settles the outstanding amount with the respective financial institution. Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $215.7 million, $213.1 million and $258.1 million at December 31, 2024, 2023 and 2022, respectively.

The following table presents a rollforward of the Company’s outstanding obligations under its supplier finance programs for year ended December 31, 2024.

			2024
Balance at January 1			$	213.1
Invoices confirmed during the year			988.8
Confirmed invoices paid during the year			(986.2)
Balance at December 31			$	215.7

Earnings Per Share

Common stock held in a revocable trust (see Note 12) is not included in outstanding shares for basic or diluted income per share calculations. Basic and diluted net income per share are calculated using the treasury stock method in accordance with the Earnings Per Share Topic of the ASC. Basic net income per share amounts are computed based on the weighted-average number of shares outstanding during the year. Diluted net income per share amounts are computed based on the weighted-average number of shares outstanding plus all dilutive securities potentially outstanding during the year. See Note 21 for further details.

NOTE 2 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Adopted

Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met. In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any. The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU. See Note 1 for further details.

Effective December 31, 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all current required annual segment

reporting disclosures under Topic 280 are now effective for interim periods. The adoption of the ASU has only impacted the Company’s segment disclosures with no impact to the consolidated financial statements. See Note 22 for further details.

Effective January 1, 2023, the Company adopted ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU includes a requirement to present a rollforward of supply chain financing activity prospectively, beginning with the annual period ending December 31, 2024. The adoption of ASU 2022-04 did not affect the Company’s financial position, results of operations or cash flows as the standard only impacts financial statement footnote disclosures. See Note 1 for additional information.

Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact of adopting this ASU.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU enhances expense disclosures on both an annual and interim basis by requiring public business entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements. This ASU requires public entities to disclose, in a tabular format, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion, as applicable, for each income statement line item that contains those expenses. Specific expenses, gains and losses that are already disclosed under existing US GAAP are also required to be included in the disaggregated income statement expense line-item disclosures, and any remaining amounts will need to be described qualitatively. Additionally, the ASU requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact of adopting this ASU.

NOTE 3 – ACQUISITIONS AND DIVESTITURES

Acquisitions

Subsequent Event

In February 2025, the Company signed an agreement to acquire the Brazilian decorative paints business of BASF SE (BASF), which is a leading provider of architectural paints in Brazil with annual sales of approximately $525.0 million. The business develops, manufactures and sells a comprehensive portfolio of innovative products under the Suvinil and Glasu! brand names to professional painters, designers, architects, general contractors and consumers across the country. The business also operates two production facilities located in the Northeast and Southeast regions of Brazil.

The closing of the transaction is subject to receipt of Brazilian antitrust approval, satisfaction or waiver of certain other customary closing conditions, as well as BASF’s completion of its carve-out of all relevant assets, properties, contracts, permits, rights and employees of the decorative paints business into a separate entity. The Company will acquire all issued and outstanding equity interests in this separate entity for an agreed-upon cash purchase price of $1.15 billion, subject to customary post-closing adjustments. The Company intends to finance the transaction through a combination of cash on hand, liquidity available under existing facilities and new debt. The acquired business is expected to be reported within the Company’s Consumer Brands Group.

Pending

In December 2024, the Company signed an agreement to acquire a European coil and industrial coatings company. The transaction is subject to customary closing conditions and is expected to close in 2025. The acquired business will be reported within the Company’s Performance Coatings Group.

Closed in Current Year

In October 2024, the Company completed the acquisition of a metal packaging coatings business for approximately $80 million. The acquired business develops, manufactures and sells coatings for the food and household product markets and is reported within the Company’s Performance Coatings Group. As of December 31, 2024, $33.0 million of Property, plant and equipment, net, $27.9 million of finite-lived intangibles and $21.1 million of Goodwill were recognized from this transaction.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period. Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

Closed in 2023

In October 2023, the Company completed the acquisition of German-based SIC Holding GmbH, a Peter Möhrle Holding venture comprised of Oskar Nolte GmbH and Klumpp Coatings GmbH (SIC Holding). The acquired business specializes in foil coatings as well as radiation-cured and waterbased industrial wood coatings for the board, furniture and flooring industry. The total purchase price for the acquisition was approximately $290 million, including an immaterial amount paid in 2024 to finalize certain representations, warranties and closing conditions. The Company finalized the purchase price allocation within the allowable measurement period, and $110.8 million of finite-lived intangible assets, $181.3 million of goodwill, $46.0 million of other assets, net of cash and $47.5 million of liabilities were recognized from this transaction.

Closed in 2022

In April 2022, the Company completed the acquisition of the European industrial coatings business of Sika AG. In July 2022, the Company completed the acquisitions of Gross & Perthun GmbH, Dur-A-Flex, Inc. and Powdertech Oy Ltd. In December 2022, the Company completed the acquisition of Industria Chimica Adriatica S.p.A. (ICA). The aggregate purchase price for the acquisitions completed in 2022 was approximately $1.024 billion, including amounts withheld as security for certain representations, warranties and obligations of the sellers. Based on the preliminary purchase price allocations for these transactions, as of December 31, 2022, the Company recognized intangible assets and goodwill of $282.8 million and $565.8 million, respectively, with the remaining purchase price for each transaction allocated to various other assets acquired and liabilities assumed. In June 2023, purchase price allocation adjustments were made to ICA which decreased goodwill by $145.9 million, increased finite-lived intangible assets by $195.9 million and increased deferred tax liabilities by $57.4 million. There were no material adjustments related to the other acquisitions that closed in 2022 and the Company finalized the purchase price allocations for these transactions in the allowable measurement period. In accordance with certain purchase agreements, the Company paid $29.2 million in 2023 related to holdbacks for acquisitions completed in prior years.

Divestitures

Closed in 2023

The Company completed the divestiture of a non-core domestic aerosol business within the Consumer Brands Group in April 2023. This transaction resulted in the recognition of a $20.1 million gain in 2023 within the Administrative function. This gain was recorded within Other general (income) expense - net (see Note 19).

During the third quarter of 2023, the Company completed the divestiture of the China architectural business within the Consumer Brands Group. An immaterial working capital adjustment was finalized during the first quarter of 2024. The associated net assets were classified as held for sale at June 30, 2023 in accordance with the Property, Plant and Equipment Topic of the ASC. Following the prescribed order of impairment testing, the Company first reviewed individual tangible and intangible assets under their applicable Topic of the ASC to determine if their carrying value was higher than their respective fair value. As a result, the Company recorded an impairment charge of $6.9 million within the Consumer Brands Group related to China architectural trademarks during 2023. The Company then compared the updated carrying value of the assets and liabilities comprising the disposal group as a whole to its respective fair value which was determined to be equal to the selling price, less costs to sell. As a result of this comparison, the Company recorded an additional impairment charge of $27.1 million within the Administrative function in the second quarter of 2023. The fair value of the disposal group was classified as level 2 in the fair value hierarchy as it was based on a specific price and other observable inputs for similar items with no active market.

These divestitures did not meet the criteria to be reported as discontinued operations in the consolidated financial statements as the Company’s decision to divest these businesses did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

NOTE 4 – INVENTORIES

Included in Inventories were the following:

			2024						2023						2022
Finished goods			$	1,751.9					$	1,810.9					$	1,957.7
Work in process and raw materials			536.2						518.9						668.8
Inventories			$	2,288.1					$	2,329.8					$	2,626.5

Inventories were stated at the lower of cost or market, with cost primarily determined on the LIFO method. Management believes that the use of LIFO results in a better matching of costs and revenues.

The following table summarizes the extent to which the Company’s Inventories use the LIFO cost method, and presents the effect on Inventories had the Company used the first-in, first-out (FIFO) inventory valuation method.

			2024						2023						2022
Percentage of total inventories on LIFO			74		%				74		%				74		%
Excess of FIFO over LIFO			$	630.2					$	668.0					$	792.7

During 2024 and 2023, certain inventories accounted for on the LIFO method were reduced, resulting in the liquidation of certain quantities carried at costs prevailing in prior years. The 2024 and 2023 liquidations increased Net income by $4.8 million and $1.2 million, respectively. There were no liquidations in 2022.

The Company recorded a reserve for obsolescence of $137.7 million, $170.8 million and $139.0 million at December 31, 2024, 2023 and 2022, respectively, to reduce Inventories to their estimated current market price.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Included in Property, plant and equipment, net were the following:

			2024						2023						2022
Land			$	259.9					$	257.5					$	263.0
Buildings			1,175.9						1,048.7						1,199.3
Machinery and equipment			3,689.5						3,459.8						3,230.2
Construction in progress			1,598.1						1,111.0						496.1
Property, plant and equipment, gross			6,723.4						5,877.0						5,188.6
Less allowances for depreciation			3,190.2						3,040.2						2,981.6
Property, plant and equipment, net			$	3,533.2					$	2,836.8					$	2,207.0

The Company capitalizes interest costs incurred in the construction of certain property, plant and equipment. In 2024 and 2023, the Company capitalized interest of $59.6 million and $30.7 million, respectively. There was no interest capitalized in 2022.

In accordance with the Property, Plant and Equipment Topic of the ASC, whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable or the useful life may have changed, an impairment test is to be performed. Undiscounted cash flows are used to calculate the recoverable value of long-lived assets to determine if such assets are not recoverable. If the carrying value of the assets is deemed to not be recoverable, the impairment to be recognized is the amount by which the carrying value of the assets exceeds the estimated fair value of the assets as determined in accordance with the Fair Value Topic of the ASC. See Note 3 for information on the impairment tests performed in 2023 for the assets held for sale prior to the divestiture of the China architectural business. No other material impairments of Property, plant and equipment were recorded in 2024, 2023 or 2022.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

In 2024, the Company completed the acquisition of a metal packaging coatings business, which resulted in the recognition of goodwill of $21.1 million and finite-lived intangibles of $27.9 million. The acquired intangibles are being amortized over a weighted-average useful life of approximately 15 years.

During 2023, the Company completed the acquisition of SIC Holding, which resulted in the recognition of goodwill of $181.3 million and finite-lived intangibles of $110.8 million. The acquired intangibles are being amortized over a weighted-average useful life of approximately 15 years.

During 2022, the Company acquired five companies which resulted in the recognition of goodwill of $419.9 million and finite-lived intangibles of $478.6 million. The acquired intangibles are being amortized over a weighted-average useful life of approximately 14 years.

See Note 3 for additional information related to the acquisitions and divestitures.

In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill at the reporting unit level and indefinite-lived intangible assets are tested for impairment annually. In addition, interim impairment tests are performed whenever required as a result of a specific event or circumstances which indicate potential impairment on a more likely than not basis. October 1 has been established for the annual impairment review. An optional qualitative assessment may alleviate the need to perform quantitative goodwill and indefinite-lived intangible asset impairment tests when there is no indication of impairment on a more likely than not basis. Should a quantitative impairment test be performed, values are estimated separately for goodwill and indefinite-lived intangible assets using applicable valuation models, incorporating discount rates commensurate with the risks involved for each group of assets.

The annual impairment review performed as of October 1, 2024 did not result in any trademark or goodwill impairment.

As a result of the Latin America architectural paint business moving to the Consumer Brands Group reportable segment effective January 1, 2023, the Company performed a quantitative impairment analysis for the impacted reporting units and determined both before and after the change, there was no indication of impairment. The annual impairment review performed as of October 1, 2023 resulted in no goodwill impairment and trademark impairment of $23.9 million in the Consumer Brands Group primarily related to a trademark in Europe.

The annual impairment review performed as of October 1, 2022 resulted in trademark impairments totaling $15.5 million in the Consumer Brands Group related to the discontinuation of an architectural paint brand and lower than anticipated sales of an acquired brand and no goodwill impairment.

A summary of changes in the Company’s carrying value of Goodwill by Reportable Segment is as follows:

Goodwill						Paint Stores Group						Consumer Brands Group						Performance Coatings Group						Consolidated Totals
Balance at January 1, 2022 (1)						$	2,182.1					$	1,783.4					$	3,169.1					$	7,134.6
Acquisitions and acquisition adjustments						49.7						21.3						422.5						493.5
Currency and other adjustments												(2.8)						(42.1)						(44.9)
Balance at December 31, 2022 (1)						2,231.8						1,801.9						3,549.5						7,583.2
Acquisitions and acquisition adjustments																		8.3						8.3
Currency and other adjustments												(9.1)						43.6						34.5
Balance at December 31, 2023 (1)						2,231.8						1,792.8						3,601.4						7,626.0
Acquisitions and acquisition adjustments																		48.2						48.2
Currency and other adjustments												(0.3)						(93.8)						(94.1)
Balance at December 31, 2024 (1)						$	2,231.8					$	1,792.5					$	3,555.8					$	7,580.1

(1) Net of accumulated impairment losses of $19.4 million ($10.2 million in Paint Stores Group, $8.4 million in Consumer Brands Group and $0.8 million in Performance Coatings Group).

A summary of the Company’s carrying value of Intangible assets is as follows:

						Finite-Lived Intangible Assets																														Trademarks With Indefinite Lives (1)						Total Intangible Assets
						Software						Customer Relationships						Intellectual Property						All Other						Subtotal
December 31, 2024
Gross						$	185.0					$	3,187.8					$	1,973.0					$	225.8					$	5,571.6
Accumulated amortization						(154.3)						(1,489.6)						(747.7)						(154.7)						(2,546.3)
Net value						$	30.7					$	1,698.2					$	1,225.3					$	71.1					$	3,025.3					$	507.9					$	3,533.2
December 31, 2023
Gross						$	158.2					$	3,263.4					$	1,968.5					$	232.6					$	5,622.7
Accumulated amortization						(152.8)						(1,310.6)						(644.4)						(152.9)						(2,260.7)
Net value						$	5.4					$	1,952.8					$	1,324.1					$	79.7					$	3,362.0					$	518.5					$	3,880.5
December 31, 2022
Gross						$	180.2					$	3,121.2					$	1,732.5					$	427.5					$	5,461.4
Accumulated amortization						(148.1)						(1,132.1)						(477.4)						(258.0)						(2,015.6)
Net value						$	32.1					$	1,989.1					$	1,255.1					$	169.5					$	3,445.8					$	556.2					$	4,002.0

(1) Trademarks are net of accumulated impairment losses of $163.8 million as of December 31, 2024 and 2023 and $139.9 million as of December 31, 2022.

Amortization of finite-lived intangible assets is estimated as follows for the next five years: $317.2 million in 2025, $315.3 million in 2026, $310.5 million in 2027, $307.5 million in 2028 and $305.9 million in 2029.

Although the Company believes its estimates of fair value related to reporting units and indefinite-lived intangible assets are reasonable, actual financial results could differ from these estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact and future impairment charges may be required.

NOTE 7 – DEBT

Long-Term Debt

The table below summarizes the carrying value of the Company’s outstanding debt, net of capitalized debt issuance costs, discounts and premiums:

			Due Date						2024						2023						2022
3.45% Senior Notes			2027						$	1,495.7					$	1,493.9					$	1,492.1
4.50% Senior Notes			2047						1,233.7						1,233.0						1,232.3
2.95% Senior Notes			2029						795.5						794.6						793.6
3.80% Senior Notes			2049						543.7						543.6						543.2
2.30% Senior Notes			2030						497.6						497.1						496.7
2.20% Senior Notes			2032						495.5						494.8						494.2
3.30% Senior Notes			2050						494.6						494.3						494.1
2.90% Senior Notes			2052						492.1						491.9						491.5
4.80% Senior Notes			2031						445.0						—						—
3.45% Senior Notes			2025						399.8						399.4						399.1
4.25% Senior Notes			2025						399.5						398.6						397.7
4.55% Senior Notes			2045						395.4						395.2						395.0
4.55% Senior Notes			2028						397.6						—						—
3.95% Senior Notes			2026						351.6						353.1						354.7
4.00% Senior Notes			2042						297.2						297.0						296.9
3.30% Senior Notes			2025						250.0						249.9						249.8
4.40% Senior Notes			2045						241.3						240.9						240.5
0.53% to 8.00% Promissory Notes			Through 2026						0.2						0.9						1.6
4.05% Senior Notes			2024						—						598.8						596.9
3.125% Senior Notes			2024						—						499.7						499.0
7.375% Debentures			2027						—						—						119.2
7.45% Debentures			2097						—						—						3.5
Total (1)									9,226.0						9,476.7						9,591.6
Less amounts due within one year									1,049.2						1,098.8						0.6
Long-term debt									$	8,176.8					$	8,377.9					$	9,591.0

(1) Net of capitalized debt issuance costs of $48.6 million, $49.3 million and $57.3 million and net of discounts and premiums of $26.0 million, $25.2 million and $25.7 million at December 31, 2024, 2023 and 2022, respectively.

Maturities of long-term debt are as follows for the next five years: $1.050 billion in 2025; $350.2 million in 2026; $1.500 billion in 2027; $400.0 million in 2028 and $800.0 million in 2029. Interest expense on long-term debt was $354.7 million, $374.6 million and $348.4 million for 2024, 2023 and 2022, respectively.

In August 2024, the Company repaid principal of $600.0 million related to the Company’s 4.05% senior notes due August 8, 2024 using commercial paper and subsequently issued $400.0 million of 4.55% senior notes due 2028 and $450.0 million of 4.80% senior notes due 2031 in a public offering. The net proceeds from the issuance of these notes were used to repay outstanding borrowings under the Company’s domestic commercial paper program and for general corporate purposes. The newly issued senior notes contain customary qualitative covenants as defined in their respective agreements. During the second quarter of 2024, the Company repaid the principal of $500.0 million related to its 3.125% senior notes due June 1, 2024 using commercial paper.

In December 2023, the Company exercised its call provision to make-whole the entire outstanding $119.4 million aggregate principal amount of its 7.38% Debentures due 2027 and the entire outstanding $3.5 million aggregate principal amount of its 7.45% Debentures due 2097. The retirement of the Debentures resulted in a loss of $12.8 million recorded in Other general (income) expense - net. See Note 19.

In August 2022, the Company issued $600.0 million of 4.05% Senior Notes due August 2024 and $400.0 million of 4.25% Senior Notes due August 2025 in a public offering. The net proceeds from the issuance of these notes were used to repay

borrowings outstanding under the Company’s credit agreement dated May 9, 2016, as amended, and the domestic commercial paper program.

Short-Term Borrowings

In November 2024, the Company amended its credit agreement dated May 9, 2016, as amended, to extend the maturity of $75.0 million of the commitments available for borrowing and obtaining the issuance, renewal, extension and increase of a letter of credit under the credit agreement from June 20, 2025 to December 20, 2029.

In July 2024, the Company entered into a new $2.500 billion revolving credit agreement maturing on July 31, 2029 (2024 Credit Agreement), which replaced the the 2022 Credit Agreement. Under the terms of the 2024 Credit Agreement, the Company may request to extend the maturity date for two additional one-year periods, request an uncommitted increase up to $750.0 million and issue letters of credit under a $250.0 million subfacility.

In August 2022, the Company entered into a five-year credit agreement (2022 Credit Agreement), which replaced the $2.000 billion credit agreement dated June 29, 2021. The 2022 Credit Agreement gave the Company the right to borrow $2.250 billion and to obtain letters of credit in an amount of up to $250.0 million.

In August 2021, the Company entered into an amended and restated $625.0 million credit agreement (2021 Credit Agreement), which amends and restates the five-year credit agreement entered into in September 2017. The 2021 Credit Agreement was subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement.

In May 2016, the Company entered into a five-year credit agreement (2016 Credit Agreement), subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement. The 2016 credit agreement gives the Company the right to borrow and obtain letters of credit up to an aggregate availability of $875.0 million. These credit agreements are/were used for general corporate purposes, including the financing of working capital requirements.

At December 31, 2024, 2023 and 2022, there were no borrowings outstanding under these credit agreements.

The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program and letters of credit. At December 31, 2024, the Company had unused capacity under its various credit agreements of $3.274 billion. The table below summarizes the Company’s Short-term borrowings:

			2024						2023						2022
Domestic commercial paper			$	655.6					$	347.7					$	938.5
Foreign facilities			6.8						26.5						39.6
Total			$	662.4					$	374.2					$	978.1
Weighted average interest rate:
Domestic			4.7%						5.5%						4.6%
Foreign			3.1%						3.6%						6.7%

Interest expense on Short-term borrowings was $61.0 million, $42.9 million and $42.4 million for 2024, 2023 and 2022, respectively.

Among other restrictions, the Company’s notes, debentures and revolving credit agreement contain certain covenants relating to liens, ratings changes, merger and sale of assets, consolidated leverage and change of control, as defined in the agreements. In the event of default under any one of these arrangements, acceleration of the maturity of any one or more of these borrowings may result. The Company was in compliance with all covenants for all years presented.

NOTE 8 – PENSION, HEALTH CARE AND OTHER POSTRETIREMENT BENEFITS

The Company provides pension benefits to substantially all full-time employees through primarily noncontributory defined contribution or defined benefit pension plans and certain health care and life insurance benefits to domestic active employees and eligible retirees.

Health Care Plans

The Company provides certain domestic health care plans that are contributory and contain cost-sharing features such as deductibles and coinsurance. There were 32,283, 31,327 and 30,009 active employees covered by the benefits under these plans at December 31, 2024, 2023 and 2022, respectively. The cost of these benefits for active employees, which includes claims incurred but not reported, amounted to $382.6 million, $363.2 million and $347.4 million for 2024, 2023 and 2022, respectively.

Defined Contribution Pension Plans

The Company’s annual contribution for its domestic defined contribution pension plan was $103.5 million, $97.8 million and $88.9 million for 2024, 2023 and 2022, respectively. The contribution percentage ranges from two percent to seven percent of compensation for covered employees based on an age and service formula. Assets in employee accounts of the domestic defined contribution pension plan are invested in various investment funds as directed by the participants. These investment funds did not own a significant number of shares of the Company’s common stock for any year presented.

The Company’s annual contributions for its foreign defined contribution pension plans, which are based on various percentages of compensation for covered employees up to certain limits, were $20.6 million, $19.5 million and $19.4 million for 2024, 2023 and 2022, respectively. Assets in employee accounts of the foreign defined contribution pension plans are invested in various investment funds. These investment funds did not own a significant number of shares of the Company’s common stock for any year presented.

Defined Benefit Pension Plans

At December 31, 2024, the domestic defined benefit pension plan was overfunded, with a projected benefit obligation of $95.3 million, fair value of plan assets of $148.7 million and excess plan assets of $53.4 million. The plan was funded in accordance with all applicable regulations at December 31, 2024.

The Company has thirty-six foreign defined benefit pension plans. At December 31, 2024, twenty-nine of the Company’s foreign defined benefit pension plans were unfunded or underfunded, with combined accumulated benefit obligations, projected benefit obligations, fair values of net assets and deficiencies of plan assets of $73.9 million, $88.3 million, $20.5 million and $67.8 million, respectively.

The Company expects to make the following benefit payments for all domestic and foreign defined benefit pension plans: $19.2 million in 2025; $18.9 million in 2026; $20.6 million in 2027; $22.2 million in 2028; $22.7 million in 2029; and $139.2 million in 2030 through 2034. The Company expects to contribute $5.8 million to the foreign defined benefit pension plans in 2025.

The estimated net actuarial gains and prior service costs for the defined benefit pension plans that are expected to be amortized from AOCI into net pension costs in 2025 are $3.2 million and $2.0 million, respectively.

The following table summarizes the components of the net pension costs and AOCI related to the defined benefit pension plans:

			Domestic Defined Benefit Pension Plan																		Foreign Defined Benefit Pension Plans
			2024						2023						2022						2024						2023						2022
Net pension cost:
Service cost			$	2.9					$	3.0					$	4.6					$	4.6					$	4.4					$	6.3
Interest cost			4.9						4.6						3.2						11.8						11.8						7.3
Expected return on plan assets			(8.3)						(7.3)						(7.6)						(11.1)						(12.3)						(9.4)
Amortization of prior service cost (credit)			1.9						1.3						1.0						(0.1)						(0.2)						(0.2)
Amortization of actuarial (gains) losses			(0.5)																		(1.3)						(1.5)						0.2
Ongoing pension cost			0.9						1.6						1.2						3.9						2.2						4.2
Settlement credits																											(1.1)						(0.3)
Curtailment cost																					7.1
Net pension cost			0.9						1.6						1.2						11.0						1.1						3.9
Other changes in plan assets and projected benefit obligation recognized in AOCI (before taxes):
Net actuarial (gains) losses arising during the year			(20.9)						(8.6)						5.0						(8.0)						5.8						(29.6)
Prior service cost (credit) arising during the year			1.0						3.0						1.6						6.9						1.1						(0.3)
Amortization of actuarial gains (losses)			0.5																		1.3						1.5						(0.2)
Amortization of prior service (cost) credit			(1.9)						(1.3)						(1.0)						(7.0)						0.2						0.2
Loss recognized for settlement																											1.1						0.3
Exchange rate loss (gain) recognized during the year																					1.6						(1.5)						(0.4)
Total recognized in AOCI			(21.3)						(6.9)						5.6						(5.2)						8.2						(30.0)
Total recognized in net pension cost and AOCI			$	(20.4)					$	(5.3)					$	6.8					$	5.8					$	9.3					$	(26.1)

Service cost is recorded in Cost of goods sold and Selling, general and administrative expenses. All other components of Net pension costs are recorded in Other (income) expense - net.

In December 2024, the Company amended one of its foreign defined benefit plans to freeze future benefit accruals as of December 31, 2024. As a result of the amendment, the Company recognized a non-cash pre-tax curtailment charge of $7.1 million primarily related to the acceleration of amounts previously recorded within AOCI in the Statements of Consolidated Comprehensive Income.

The Company employs a total return investment approach for the domestic and foreign defined benefit pension plan assets. A mix of equities and fixed income investments are used to maximize the long-term return of assets for a prudent level of risk. In determining the expected long-term rate of return on defined benefit pension plan assets, management considers the historical rates of return, the nature of investments and an expectation of future investment strategies. The target allocations for the domestic defined benefit pension plan assets are 35% – 65% equity securities, 35% – 65% fixed income securities and 0% – 5% other (including alternative investments and cash). The target allocations for the foreign defined benefit pension plan assets vary by plan, but are generally within the following ranges: 0% – 20% equity securities, 75% – 100% fixed income securities and 0% – 10% other (including alternative investments and cash).

The following tables summarize the fair value of the defined benefit pension plan assets at December 31, 2024, 2023 and 2022. The presentation is in accordance with the Fair Value Topic of the ASC.

			Fair Value at December 31, 2024						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Investments at fair value:
Cash and cash equivalents			$	8.7					$	8.7					$	—
Equity investments (1)			95.3						86.6						8.7
Fixed income investments (2)			226.5						36.8						189.7
Other assets (3)			24.2												24.2
Total investments in fair value hierarchy			$	354.7					$	132.1					$	222.6
Investments measured at NAV or its equivalent (4)			25.3
Total investments			$	380.0
			Fair Value at December 31, 2023						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Investments at fair value:
Equity investments (1)			$	133.0					$	72.9					$	60.1
Fixed income investments (2)			188.9						36.8						152.1
Other assets (3)			34.6												34.6
Total investments in fair value hierarchy			$	356.5					$	109.7					$	246.8
Investments measured at NAV or its equivalent (4)			25.3
Total investments			$	381.8
			Fair Value at December 31, 2022						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Investments at fair value:
Equity investments (1)			$	80.1					$	8.5					$	71.6
Fixed income investments (2)			117.6												117.6
Other assets (3)			34.4												34.4
Total investments in fair value hierarchy			$	232.1					$	8.5					$	223.6
Investments measured at NAV or its equivalent (4)			110.9
Total investments			$	343.0

(1) This category includes actively managed equity assets that track primarily to the S&P 500 or an international equity index.

(2) This category includes government and corporate bonds that track primarily to a domestic or an international bond index.

(3) This category primarily includes insurance contracts and real estate.

(4) This category includes pooled investment funds and private equity funds that are measured at NAV or its equivalent using the practical expedient. Therefore, these investments are not classified in the fair value hierarchy.

The following table summarizes the obligations, plan assets and assumptions used for the defined benefit pension plans, which are all measured as of December 31:

			Domestic Defined Benefit Pension Plan																		Foreign Defined Benefit Pension Plans
			2024						2023						2022						2024						2023						2022
Accumulated benefit obligations at end of year			$	94.2					$	100.5					$	90.3					$	221.7					$	236.4					$	209.3
Projected benefit obligations:
Balances at beginning of year			$	102.1					$	91.7					$	120.8					$	257.8					$	230.4					$	362.7
Service cost			2.9						3.0						4.6						4.6						4.4						6.3
Interest cost			4.9						4.6						3.2						11.8						11.8						7.3
Actuarial (gains) losses			(11.1)						2.8						(32.6)						(19.8)						8.8						(112.4)
Plan amendments and other			1.0						3.0						1.6						13.5						2.0						3.2
Settlements																					(2.2)						(3.7)						(2.4)
Effect of foreign exchange																					(12.2)						14.1						(28.8)
Benefits paid			(4.5)						(3.0)						(5.9)						(10.5)						(10.0)						(5.5)
Balances at end of year			95.3						102.1						91.7						243.0						257.8						230.4
Plan assets:
Balances at beginning of year			135.1						119.4						155.2						246.7						223.6						328.4
Actual returns on plan assets			18.1						18.7						(29.9)						(2.6)						15.4						(73.4)
Contributions and other																					5.7						8.6						5.8
Settlements																					(2.2)						(3.7)						(2.4)
Effect of foreign exchange																					(7.1)						12.8						(29.3)
Benefits paid			(4.5)						(3.0)						(5.9)						(10.5)						(10.0)						(5.5)
Balances at end of year			148.7						135.1						119.4						231.3						246.7						223.6
Excess (deficient) plan assets over projected benefit obligations			$	53.4					$	33.0					$	27.7					$	(11.7)					$	(11.1)					$	(6.8)
Assets and liabilities recognized in the Consolidated Balance Sheets:
Deferred pension assets			$	53.4					$	33.0					$	27.7					$	56.1					$	57.9					$	51.7
Other accruals																					(6.0)						(3.4)						(3.0)
Other long-term liabilities																					(61.8)						(65.6)						(55.5)
			$	53.4					$	33.0					$	27.7					$	(11.7)					$	(11.1)					$	(6.8)
Amounts recognized in AOCI:
Net actuarial gains			$	36.9					$	16.6					$	8.0					$	29.9					$	24.8					$	31.7
Prior service (costs) credits			(7.8)						(8.8)						(7.1)						0.4						0.3						1.6
			$	29.1					$	7.8					$	0.9					$	30.3					$	25.1					$	33.3
Weighted-average assumptions used to determine projected benefit obligations:
Discount rate			5.78		%				5.09		%				5.27		%				5.49		%				4.81		%				5.06		%
Rate of compensation increase			3.00		%				3.00		%				3.00		%				3.29		%				3.33		%				3.39		%
Weighted-average assumptions used to determine net pension cost:
Discount rate			5.09		%				5.27		%				3.12		%				4.81		%				5.06		%				2.26		%
Expected long-term rate of return on assets			6.25		%				6.25		%				5.00		%				4.78		%				5.48		%				3.19		%
Rate of compensation increase			3.00		%				3.00		%				3.00		%				3.33		%				3.39		%				3.25		%

Other Postretirement Benefits

Employees of the Company hired in the United States prior to January 1, 1993 who are not members of a collective bargaining unit, and certain groups of employees added through acquisitions, are eligible for health care and life insurance benefits upon retirement, subject to the terms of the unfunded plans. There were 3,354, 3,367 and 3,409 retired employees covered by these postretirement benefits at December 31, 2024, 2023 and 2022, respectively.

The following table summarizes the obligation and the assumptions used for other postretirement benefits:

			Other Postretirement Benefits
			2024						2023						2022
Benefit obligation:
Balance at beginning of year - unfunded			$	147.2					$	153.8					$	276.4
Service cost			0.5						0.6						1.2
Interest cost			6.8						7.4						6.0
Actuarial gain			(8.6)						(8.0)						(54.5)
Plan amendments															(62.8)
Benefits paid			(10.8)						(6.6)						(12.5)
Balance at end of year - unfunded			$	135.1					$	147.2					$	153.8
Liabilities recognized in the Consolidated Balance Sheets:
Other accruals			$	(14.4)					$	(14.0)					$	(14.5)
Postretirement benefits other than pensions			(120.7)						(133.2)						(139.3)
			$	(135.1)					$	(147.2)					$	(153.8)
Amounts recognized in AOCI:
Net actuarial gains			$	21.0					$	12.9					$	4.7
Prior service credits			16.2						40.0						64.0
			$	37.2					$	52.9					$	68.7
Weighted-average assumptions used to determine benefit obligation:
Discount rate			5.61		%				4.97		%				5.16		%
Health care cost trend rate - pre-65			7.50		%				7.00		%				6.25		%
Health care cost trend rate - post-65			6.50		%				6.00		%				5.50		%
Prescription drug cost increases			11.75		%				9.00		%				8.25		%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate			4.97		%				5.16		%				2.83		%
Health care cost trend rate - pre-65			7.00		%				6.25		%				6.38		%
Health care cost trend rate - post-65			6.00		%				5.50		%				5.13		%
Prescription drug cost increases			9.00		%				8.25		%				8.25		%

The following table summarizes the components of the net periodic benefit cost and AOCI related to other postretirement benefits:

			Other Postretirement Benefits
			2024						2023						2022
Net periodic benefit (credit) cost:
Service cost			$	0.5					$	0.6					$	1.2
Interest cost			6.8						7.4						6.0
Amortization of actuarial (gains) losses			(0.4)						0.1						4.2
Amortization of prior service credit			(23.9)						(23.9)						(0.4)
Net periodic benefit (credit) cost			(17.0)						(15.8)						11.0
Other changes in projected benefit obligation recognized in AOCI (before taxes):
Net actuarial gain arising during the year			(8.6)						(8.0)						(54.5)
Prior service credit arising during the year															(62.8)
Amortization of actuarial gains (losses)			0.4						(0.1)						(4.2)
Amortization of prior service credit			23.9						23.9						0.4
Total recognized in AOCI			15.7						15.8						(121.1)
Total recognized in net periodic benefit cost and AOCI			$	(1.3)					$	—					$	(110.1)

The estimated net actuarial gains and prior service credits for other postretirement benefits that are expected to be amortized from AOCI into net periodic benefit cost in 2025 are $2.4 million and $14.2 million, respectively.

The assumed health care cost trend rate and prescription drug cost increases used to determine the net periodic benefit cost for postretirement health care benefits for 2025 both decrease in each successive year until reaching 4.5% in 2034.

The Company expects to make retiree health care benefit cash payments as follows:

2025			$	14.4
2026			14.9
2027			14.9
2028			14.3
2029			13.2
2030 through 2034			48.2
Total expected benefit cash payments			$	119.9

NOTE 9 – LEASES

The Company leases retail stores, manufacturing and distribution facilities, office space and equipment under operating and finance lease agreements. Operating leases are included in Operating lease right-of-use (ROU) assets, Current portion of operating lease liabilities and Long-term operating lease liabilities on the Consolidated Balance Sheets. Finance leases are included in Other assets, Other accruals and Other long-term liabilities on the Consolidated Balance Sheets. The finance lease related asset and liability as of December 31, 2024 was $187.5 million and $189.3 million, respectively.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term. The majority of the operating lease ROU asset and lease liability balances are related to the retail operations of the Paint Stores Group. The majority of the finance lease ROU asset and lease liability balances are related to a distribution facility within the Consumer Brands Group. Most leases include one or more options to renew. The exercise of lease renewal options is at the Company’s discretion and is not reasonably certain at lease commencement.

The Company does not account for lease and non-lease components of contracts separately for any underlying asset class. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties. Variable payments for equipment leases relate primarily to hours, miles or other quantifiable usage factors which are not determinable at the time the lease agreement is entered into by the Company. The Company has made an accounting policy election by underlying asset class to not apply the recognition requirements of ASC 842 to short-term leases. As a result, certain leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheets and expense is recognized on a straight-line basis over the lease term.

Most leases do not contain an incremental borrowing rate which is readily determinable from their associated contract. Therefore, the Company uses its estimated incremental borrowing rate on a collateralized basis which is derived from information available at the lease commencement date, giving consideration to publicly available credit rating data, other risk characteristics and the term of the lease in determining the present value of lease payments.

Additional lease information is summarized below:

			2024						2023						2022
Components of Lease Expense
Operating lease cost			$	562.4					$	528.5					$	498.0
Finance lease cost:
Amortization of right-of-use assets			$	0.7
Interest on lease liabilities			1.5
Total			$	2.2					$	—					$	—
Short-term lease cost			$	69.6					$	58.5					$	47.1
Variable lease cost			$	132.1					$	104.1					$	89.9

Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases			$	545.5					$	513.8					$	480.1
Operating cash outflows from finance leases			0.2
Financing cash outflows from finance leases			0.2
Leased assets obtained in exchange for new lease liabilities:
Operating leases			$	526.9					$	473.3					$	463.1
Finance leases			188.2

			2024						2023						2022
Supplemental Balance Sheet Information
Operating Leases:
Operating lease right-of-use assets			$	1,953.8					$	1,887.4					$	1,866.8
Current portion of operating lease liabilities			466.6						449.3						425.3
Long-term operating lease liabilities			1,558.3						1,509.5						1,512.9
Finance Leases:
Other assets			$	187.5
Other accruals			3.7
Other long-term liabilities			185.6

Other Supplemental Information
Weighted average remaining lease term:
Operating leases			5.5 years						5.5 years						5.6 years
Finance leases			43.4 years
Weighted average discount rate:
Operating leases			4.2		%				3.8		%				3.3		%
Finance leases			5.5		%

The following table reconciles the undiscounted cash flows for each of the next five years and thereafter to the operating and finance lease liabilities recognized on the Consolidated Balance Sheets as of December 31, 2024. The reconciliation excludes short-term leases that are not recorded on the Consolidated Balance Sheets.

			Operating Leases						Finance Leases
Year Ending December 31,
2025			$	540.4					$	9.1
2026			466.9						8.2
2027			378.7						8.4
2028			289.3						8.6
2029			200.5						8.8
Thereafter			413.3						586.6
Total lease payments			2,289.1						629.7
Amount representing interest			(264.2)						(440.4)
Present value of lease liabilities			$	2,024.9					$	189.3

NOTE 10 – OTHER LONG-TERM LIABILITIES

Environmental Matters

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, regulations and requirements 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 mostly undiscounted, 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 routinely assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available, including as a result of sites progressing through investigation and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At December 31, 2024, 2023 and 2022, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $230.3 million, $230.8 million and $240.2 million, respectively. Estimated costs of current investigation and remediation activities of $66.4 million, $88.1 million and $50.2 million are included in Other accruals on the Consolidated Balance Sheets at December 31, 2024, 2023 and 2022, 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 $93.4 million higher than the minimum accruals at December 31, 2024. 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 December 31, 2024. At December 31, 2024, $250.3 million, or 84.3% of the total accrual, related directly to the Major Sites. In the aggregate unaccrued maximum of $93.4 million at December 31, 2024, $70.6 million, or 75.6%, related to the Major Sites. The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction and 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 areas, which ceased operations in 1978, has had various areas included on the National Priorities List since 1999. This location has soil, sediment, surface water 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. To date, the Company has completed remedy construction on three of the six operable units. While there are administrative tasks to be completed before final agency

approval, the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited. 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 type and extent of future remedies to be selected by the EPA and the costs of implementing those remedies.

The remaining three Major Sites comprising the majority of the accrual include: (1) a multi-party Superfund site that (a) has received a record of decision from the federal EPA and is currently in the remedial design phase for one OU, (b) has received a record of decision from the federal EPA for an interim remedy for another OU and (c) has a remedial investigation ongoing for another OU, (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/design 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 Major Sites 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 December 31, 2024, 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.

Asset Retirement Obligations

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.

Real Estate Financing

In December 2022, the Company closed a transaction to sell and subsequently lease back its partially-constructed new global headquarters. As a result of this transaction, the Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions. Net proceeds are recognized within the Financing Activities section in the Statements of Consolidated Cash Flows. The Company expects to receive total proceeds approximating $800 million to $850 million on an incremental basis until the completion of construction of the new global headquarters. The Company expects to receive the final proceeds for the new global headquarters in the first quarter of 2025, at which point the Company will calculate the remaining obligation under the terms of the lease. The following table summarizes the activity related to this transaction and the corresponding balances recognized in the Consolidated Balance Sheets.

			2024						2023						2022
Activity:
Proceeds received			$	244.2					$	305.0					$	210.0
Capitalized interest (1)			45.2						23.8
Balances:
Short-term liability (2)			$	49.7					$	39.9					$	20.0
Long-term liability (3)			715.9						475.9						187.0
Total liability			$	765.6					$	515.8					$	207.0

(1) Interest is capitalized within construction in progress in Property, plant and equipment, net.

(2) The short-term portion of the liability is recorded in Other accruals.

(3) The long-term portion of the liability is recorded in Other long-term liabilities.

NOTE 11 – LITIGATION

In the course of its business, the Company is subject to a variety of claims and lawsuits, including, but not limited to, 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. Uncertainties to which litigation is inherently subject include, among other things, costs, unpredictable court or jury decisions that could affect other litigation against the Company and encourage an increase in the number and nature of future claims and proceedings and differing laws and regulations in jurisdictions where the Company operates. 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 or the amount of any such loss 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.

Due to the uncertainties involved in litigation, management is unable to predict the outcome of the litigation identified below, 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. With respect to the litigation identified below, the Company has only accrued for the court-approved agreement related to the California Proceedings, identified in the Public Nuisance Claim Litigation section. For the remaining litigation identified below, the Company does not believe it is probable that a loss has occurred, or the Company believes it is not possible to estimate the range of potential losses. In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated. 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 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, cash flow, liquidity or financial condition cannot be made due to the aforementioned uncertainties.

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 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 Company has also been 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. Other than the California Proceedings and currently pending cases, all of these legal proceedings have been concluded in favor of the Company and other defendants at various stages in the 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. The Company is vigorously defending all lead pigment and 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. The Company will continue to vigorously defend against any additional litigation that may be filed, including utilizing all avenues of appeal, if necessary.

Public Nuisance Claim Litigation*.* The Company and other companies have been defendants in legal proceedings seeking recovery based on public nuisance liability theories, among other theories, brought by various states, cities and counties, including 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 Chicago, Illinois; the City of Milwaukee, Wisconsin; the County of Santa Clara, California and other public entities in the State of California (the California Proceedings); and Lehigh and Montgomery Counties in Pennsylvania. Except for the California Proceedings in which the Company reached a court-approved agreement in 2019 after nearly twenty years of litigation, all of those legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings. Most recently, on May 7, 2024, as further described below in Wisconsin Litigation, three plaintiffs filed amended complaints alleging, in part, public nuisance claims.

Wisconsin Litigation*.* The Company and other companies are or have been defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. The current proceedings consist of two federal court cases pending in the United States District Court for the Eastern District of Wisconsin (Ernest Gibson v. American Cyanamid, et al. and Deziree and Detareion Valoe v. American Cyanamid, et. al.) and one case pending in Milwaukee County Circuit Court in Wisconsin (Arrieona Beal v. Hattie and Jerry Mitchell, et al.). Those matters include claims by four individuals allegedly injured from ingestion of lead pigment or lead-containing paint while they were minors. The plaintiffs generally seek compensatory damages and have invoked Wisconsin’s risk contribution theory (which is similar to market share liability, except that liability can be joint and several) due to the plaintiff’s inability to identify the manufacturer of any product that allegedly injured the plaintiff.

On May 20, 2021, as a result of a decision in favor of the Company by United States Court of Appeals for the Seventh Circuit in the Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al. and Glenn Burton, Jr. v. American Cyanamid, et al. cases, the Company and the three other defendants filed motions for summary judgment to dismiss all claims of the approximately 150 plaintiffs then pending in the Eastern District of Wisconsin, including the claims of Gibson and the Valoes. On March 3, 2022, the district court granted summary judgment in favor of the Company and the other defendants. On September 15, 2022, the plaintiffs filed notices of appeal with the Seventh Circuit, seeking to appeal the district court’s summary judgment in favor of the Company and the other defendants. On February 9, 2024, the Seventh Circuit affirmed the district court’s summary judgment in favor of the Company and the other defendants in all cases except those filed by Gibson and the Valoes, which cases were remanded to the district court for further proceedings. Following remand of the Gibson and Valoe cases, the three remaining plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence and public nuisance claims. The defendants filed motions to dismiss the plaintiffs’ amended complaints on June 20, 2024. On November 8, 2024, the district court granted in part and denied in part defendants’ motions to dismiss the amended complaints, dismissing the second cause of action for general negligence and plaintiffs’ abatement allegations, but otherwise permitting the case to proceed. On December 6, 2024, the Company and some of the other defendants filed a third-party complaint against NL Industries, Inc. (NL) and the owners and landlords of the properties where plaintiffs resided. Some of the owners and landlords filed a motion to dismiss the third-party complaints; that motion remains pending. On January 30, 2025, the district court entered a stipulated order dismissing NL pursuant to the execution of a Pierringer release between plaintiffs and NL.

In the separate state court proceeding, on August 24, 2021, Arrieona Beal filed an amended complaint in Milwaukee County Circuit Court, naming the Company and other alleged former lead pigment manufacturers as defendants pursuant to the risk contribution liability theory. The plaintiff previously had sued her landlords. On January 3, 2024, the Company and some of the other manufacturing defendants filed a third-party complaint against NL and cross-claims against the landlord defendants. On January 10, 2024, one of the landlord defendants filed a counterclaim and cross-claim against all parties. On May 15, 2024, the plaintiff filed a motion for partial judgment on the pleadings to strike the Company and other manufacturing defendants’ affirmative defenses, and on August 6, 2024, the circuit court granted defendants’ motion to strike the plaintiff’s motion. On December 6, 2024, plaintiff filed a notice of voluntary dismissal as to landlords Hattie and Jerry Mitchell pursuant to the execution of a Pierringer release.

Insurance Coverage Litigation. The Company and its liability insurers, including certain underwriters at Lloyd’s of London, initiated legal proceedings against each other to 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 insurers’ action, which was filed on February 23, 2006, in the Supreme Court of the State of New York, County of New York, was dismissed. The Company’s action, filed on March 3, 2006, in the Common Pleas Court, Cuyahoga County, Ohio, previously was stayed and inactive.

On January 9, 2019, the Company filed an unopposed motion to lift the stay with the trial court, which was granted, allowing the case to proceed to determine whether the insurers were required to indemnify the Company following the California Proceedings. On June 28, 2019, the Company and its liability insurers each filed separate motions for summary judgment seeking various forms of relief. The trial court entered an order on December 4, 2020, granting the insurers’ motion for summary judgment, denying the Company’s motion and entering final judgment in favor of the insurers. The trial court sided with the Company on all of the issues presented, except one.

On December 21, 2020, the Company filed a notice of appeal to the Court of Appeals of Cuyahoga County, Ohio, Eighth Appellate District, and the insurers filed cross-appeals. On September 1, 2022, the appellate court reversed the trial court’s grant of summary judgment, finding in favor of the Company on its appeal and against the insurers on their cross-appeal, and remanded the case to the trial court. On September 12, 2022, the insurers applied to the appellate court for reconsideration of its decision, en banc review, or certification of an appeal to the Ohio Supreme Court, which the appellate court denied.

The insurers subsequently filed a notice of appeal to the Ohio Supreme Court, to which the Company filed its response. On May 9, 2023, the Ohio Supreme Court accepted the insurers’ appeal. Oral argument was held on October 24, 2023. On December 10, 2024, the Ohio Supreme Court reversed the Court of Appeals and mandated judgment in favor of the insurers, holding that because the abatement-fund payment was made to prevent future harm rather than compensate for past harm, payment was not “damages” covered under the insurance policies.

This decision means that insurance proceeds could be unavailable under the policies at issue to mitigate past or future abatement related liabilities. The Company has not recorded a receivable related to these insurance policies or otherwise assumed that proceeds from these insurance policies would be received in estimating any contingent liability accrual within the consolidated financial statements. Therefore, this decision, 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, except with respect to the litigation in the California Proceedings, 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 Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.

Other matters. On December 18, 2019, the New Jersey Department of Environmental Protection, the Commissioner of the New Jersey Department of Environmental Protection and the Administrator of the New Jersey Spill Compensation Fund (collectively, the NJ DEP) filed a lawsuit against the Company in the Superior Court of New Jersey Law Division in Camden County, New Jersey. The NJ DEP seeks to recover natural resource damages, punitive damages and litigation fees and costs, as well as other costs, damages, declaratory relief and penalties pursuant to New Jersey state statutes and common law theories in connection with the alleged discharge of hazardous substances and pollutants at the Company’s Gibbsboro, New Jersey site, a former manufacturing plant and related facilities. Following expert discovery, on November 20, 2024, the Company filed a motion in the United States District Court for the District of New Jersey seeking to enforce the terms of an April 2019 Remedial Design/Remedial Action Consent Decree between the Company and the United States Environmental Protection Agency (the Consent Decree) that is being attacked by the NJ DEP’s state court lawsuit. On December 21, 2024, the United States filed a brief in opposition to the Company’s motion, to which the Company filed a reply brief. The Company’s motion regarding the Consent Decree remains pending in federal court. Meanwhile, on November 20, 2024, the Company filed a motion to stay the state court proceedings pending resolution of the Company’s motion regarding the Consent Decree. On December 19, 2024, the state court denied the Company’s stay motion, but suspended all then-pending dates in the court’s schedule, including the previous trial date of March 10, 2025, until an ongoing discovery dispute between the Company and the NJ DEP is resolved. On December 20, 2024, the NJ DEP filed a motion for partial summary judgment seeking to find the Company liable under the Spill Act and Solid Waste Management Act. On January 31, 2025, the state court denied the NJ DEP’s motion for partial summary judgment. On February 6, 2025, the state court sent an automated notice re-setting the trial for March 10, 2025. Upon the parties’ request seeking clarification regarding the schedule, there is a status conference with the state court set for February 18, 2025.

In July 2024, a third-party assurance, testing, inspection and certification provider changed its listing for one of the Company’s protective coatings products, an intumescent coating used for fire protection of steel beam assemblies. The Company has received claims regarding this matter and is working with its customers and end users to assist in understanding the potential impacts of the listing change, including the extent of potential remedial action that may involve the application of additional product. The Company’s review of this matter is ongoing. Except for an immaterial product warranty liability which remains recorded on the Consolidated Balance Sheets as of December 31, 2024, any additional amount or range of potential loss cannot be reasonably estimated at this time.

NOTE 12 – SHAREHOLDERS’ EQUITY

Capital Stock

At December 31, 2024, there were 900,000,000 shares of common stock and 30,000,000 shares of serial preferred stock authorized for issuance. Of the authorized serial preferred stock, 3,000,000 shares are designated as cumulative redeemable serial preferred stock. There we no shares of serial preferred stock issued during 2024, 2023 or 2022.

Under the 2006 Equity and Performance Incentive Plan (2006 Employee Plan), 71,100,000 shares may be issued or transferred. An aggregate of 13,603,814, 15,830,386 and 17,939,143 shares of common stock at December 31, 2024, 2023 and 2022, respectively, were reserved for the exercise and future grants of option rights and future grants of restricted stock and restricted stock units. See Note 14 for additional information related to stock-based compensation.

Shares outstanding shown in the following table included 1,426,883 shares of common stock held in a revocable trust at December 31, 2024, 2023 and 2022. The revocable trust is used to accumulate assets for the purpose of funding the ultimate obligation of certain non-qualified benefit plans. Transactions between the Company and the trust are accounted for in accordance with the Deferred Compensation – Rabbi Trusts Subtopic of the Compensation Topic of the ASC, which requires the assets held by the trust be consolidated with the Company’s accounts.

			Shares in Treasury						Shares Outstanding
Balance at January 1, 2022			11,313,634						261,143,805
Shares issued for exercise of option rights									778,075
Shares tendered as payment for option rights exercised			3,861						(3,861)
Shares issued for vesting of restricted stock units									357,832
Shares tendered in connection with vesting of restricted stock units			124,852						(124,852)
Treasury stock purchased			3,350,000						(3,350,000)
Treasury stock sold (1)			(75,000)						75,000
Balance at December 31, 2022			14,717,347						258,875,999
Shares issued for exercise of option rights									1,081,815
Shares tendered as payment for option rights exercised			10,467						(10,467)
Shares issued for vesting of restricted stock units									302,713
Shares tendered in connection with vesting of restricted stock units			106,770						(106,770)
Treasury stock purchased			5,600,000						(5,600,000)
Balance at December 31, 2023			20,434,584						254,543,290
Shares issued for exercise of option rights									1,879,285
Shares tendered as payment for option rights exercised			11,884						(11,884)
Shares issued for vesting of restricted stock units									122,276
Shares tendered in connection with vesting of restricted stock units			41,867						(41,867)
Treasury stock purchased			5,200,000						(5,200,000)
Balance at December 31, 2024			25,688,335						251,291,100

(1) During the year ended December 31, 2022, the Company sold treasury shares to fund Company contributions to the domestic defined contribution plan. The related proceeds were $22.0 million.

Dividends

The following table summarizes the dividends declared and paid on common stock:

			2024						2023						2022
Cash dividend per share			$	2.86					$	2.42					$	2.40
Total dividends (in millions)			723.4						623.7						618.5

Treasury Stock

The Company acquires its common stock for general corporate purposes through its publicly announced share repurchase program. As of December 31, 2024, the Company had remaining authorization from its Board of Directors to purchase 34.4 million shares of its common stock. The table below summarizes the Company’s share repurchase activity:

			2024						2023						2022
Treasury stock purchases (in millions)			$	1,738.8					$	1,432.0					$	883.2
Treasury stock purchases (shares)			5,200,000						5,600,000						3,350,000
Average price per share			$	334.38					$	255.72					$	263.64

NOTE 13 – DEFINED CONTRIBUTION SAVINGS PLAN

As of December 31, 2024, 44,917 employees contributed to the Company’s defined contribution savings plan, voluntary to all eligible salaried employees and any employee in a group of employees to which coverage has been extended on a non-discriminatory basis by the plan’s Administration Committee. Participants are allowed to contribute, on a pretax or after-tax basis, up to the lesser of fifty percent of their annual compensation or the maximum dollar amount allowed under the Internal Revenue Code. The Company matches one hundred percent of all contributions up to six percent of eligible employee contributions. Such participant contributions may be invested in a variety of investment funds or a Company common stock

fund and may be exchanged between investments as directed by the participant. Participants are permitted to diversify both future and prior Company matching contributions previously allocated to the Company common stock fund into a variety of investment funds.

The Company made contributions to the defined contribution savings plan on behalf of participating employees, representing amounts authorized by employees to be withheld from their earnings, of $279.6 million, $260.5 million and $240.1 million in 2024, 2023 and 2022, respectively. The Company’s matching contributions to the defined contribution savings plan charged to operations were $165.1 million, $153.9 million and $140.0 million for 2024, 2023 and 2022, respectively.

At December 31, 2024, there were 16,771,640 shares of the Company’s common stock being held by the defined contribution savings plan, representing 6.7% of the total number of voting shares outstanding. Shares of Company common stock credited to each member’s account under the defined contribution savings plan are voted by the trustee under instructions from each individual plan member. Shares for which no instructions are received are voted by the trustee in the same proportion as those for which instructions are received.

NOTE 14 – STOCK-BASED COMPENSATION

The 2006 Employee Plan authorizes the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to an aggregate of 71,100,000 shares of common stock, plus any shares relating to awards that expire, are forfeited or canceled. The Company issues new shares upon exercise of option rights (options) and vesting of restricted stock units (RSUs). The 2006 Employee Plan permits the granting of options, appreciation rights, restricted stock, RSUs, performance shares and performance units to eligible employees. At December 31, 2024, no appreciation rights, performance shares or performance units had been granted under the 2006 Employee Plan. Shares available for future grants under the 2006 Employee Plan were 5,458,273 at December 31, 2024.

The 2006 Stock Plan for Nonemployee Directors (Nonemployee Director Plan) authorizes the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to an aggregate of 600,000 shares of common stock, plus any shares relating to awards that expire, are forfeited or canceled. The Nonemployee Director Plan permits the granting of options, appreciation rights, restricted stock and RSUs to members of the Board of Directors who are not employees of the Company. At December 31, 2024, no options or appreciation rights had been granted under the Nonemployee Director Plan. Shares available for future grants under the Nonemployee Director Plan were 210,675 at December 31, 2024.

At December 31, 2024, the Company had total unrecognized stock-based compensation expense of $192.7 million that is expected to be recognized over a weighted-average period of 1.08 years.

			2024						2023						2022
Stock-based compensation expense			$	138.1					$	115.9					$	99.7
Income tax benefit recognized			34.1						28.6						24.6

Excess tax benefits from share-based payments are recognized as an income tax benefit in the Statements of Consolidated Income when options are exercised and RSUs vest. For the years ended December 31, 2024, 2023 and 2022, the Company’s excess tax benefit from options exercised and RSUs vested reduced the income tax provision by $73.0 million, $35.7 million and $35.4 million, respectively.

Options

The fair value of the Company’s options was estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following weighted-average assumptions for all options granted:

			2024						2023						2022
Risk-free interest rate			3.93		%				4.57		%				4.00		%
Expected life of options			5.02 years						5.02 years						5.05 years
Expected dividend yield of stock			.83		%				.94		%				.92		%
Expected volatility of stock			27.5		%				29.3		%				31.6		%

The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant. The expected life of options was calculated using a scenario analysis model. Historical data was used to aggregate the holding period from actual exercises, post-vesting cancellations and hypothetical assumed exercises on all outstanding options. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield. Expected volatility of stock was calculated using historical and implied volatilities.

Grants of non-qualified and incentive stock options have been awarded to certain officers and key employees under the 2006 Employee Plan. The options generally become exercisable to the extent of one-third of the optioned shares for each full year following the date of grant and generally expire ten years after the date of grant. Unrecognized compensation expense with respect to options granted to eligible employees amounted to $116.4 million at December 31, 2024. The unrecognized compensation expense is being amortized on a straight-line basis over the three-year vesting period, net of estimated forfeitures based on historical activity, and is expected to be recognized over a weighted-average period of 1.14 years.

The following table summarizes the Company’s option activity:

			Optioned Shares						Weighted Average Exercise Price Per Share						Aggregate Intrinsic Value						Weighted Average Remaining Term (in Years)
Outstanding at January 1, 2024			8,925,011						$	175.70					$	1,215.6					5.64
Granted			939,699						376.90
Exercised			(1,871,201)						131.48
Forfeited			(53,373)						254.48
Expired			(5,270)						202.79
Outstanding at December 31, 2024			7,934,866						209.39						$	1,074.4					5.69
Exercisable at December 31, 2024			6,054,247						$	178.95					$	974.6					4.64

The following table summarizes fair value and intrinsic value information for option activity:

			2024						2023						2022
Weighted average grant date fair value per share			$	109.05					$	77.08					$	69.82
Total fair value of options vested			66.8						61.3						57.9
Total intrinsic value of options exercised			402.7						170.6						125.4

RSUs

The fair value of each RSU is equal to the market value of a share of the Company’s stock on the grant date. Grants of time-based RSUs, which generally require three years of continuous employment from the date of grant before vesting and receiving the stock without restriction, have been awarded to certain officers and key employees under the 2006 Employee Plan. The February 2024, 2023 and 2022 grants of performance-based RSUs vest at the end of a three-year period based on the Company’s achievement of specified financial and operating performance goals relating to earnings per share and return on net assets employed.

Unrecognized compensation expense with respect to grants of RSUs to eligible employees amounted to $74.4 million at December 31, 2024. The unrecognized compensation expense is being amortized on a straight-line basis over the vesting period and is expected to be recognized over a weighted-average period of 0.82 years.

Grants of RSUs have been awarded to nonemployee directors under the Nonemployee Director Plan. These grants generally vest and stock is received without restriction to the extent of one-third of the RSUs for each year following the date of grant. Unrecognized compensation expense with respect to grants of RSUs to nonemployee directors amounted to $1.9 million at December 31, 2024. The unrecognized compensation expense is being amortized on a straight-line basis over the three-year vesting period and is expected to be recognized over a weighted-average period of 0.90 years.

The following table summarizes the Company’s RSU activity:

			Number of RSUs						Weighted Average Grant Date Fair Value Per Share						Aggregate Intrinsic Value						Weighted Average Remaining Term (in Years)
Outstanding at January 1, 2024			434,874						$	244.21					$	135.6					1.26
Granted			124,667						305.50
Vested			(122,276)						239.14
Forfeited			(4,251)						251.80
Outstanding at December 31, 2024			433,014						$	265.03					$	147.2					1.18

The following table summarizes the fair value and intrinsic value information for RSU activity:

			2024						2023						2022
Weighted average grant date fair value per share			$	305.50					$	232.22					$	271.75
Intrinsic value of RSUs vested during year			38.4						68.5						97.5

NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI, including the reclassification adjustments for items that were reclassified from AOCI to Net income, are shown below.

			Foreign Currency Translation Adjustments (1)						Pension and Other Postretirement Benefits Adjustments (2)						Unrealized Net Gains on Cash Flow Hedges (3)						Total
Balance at January 1, 2022			$	(702.1)					$	(32.2)					$	35.9					$	(698.4)
Amounts recognized in AOCI			(108.7)						106.8												(1.9)
Amounts reclassified from AOCI									3.7						(4.0)						(0.3)
Balance at December 31, 2022			(810.8)						78.3						31.9						(700.6)
Amounts recognized in AOCI			93.9						3.9												97.8
Amounts reclassified from AOCI									(17.9)						(3.6)						(21.5)
Balance at December 31, 2023			(716.9)						64.3						28.3						(624.3)
Amounts recognized in AOCI			(256.0)						23.0												(233.0)
Amounts reclassified from AOCI									(14.2)						(3.7)						(17.9)
Balance at December 31, 2024			$	(972.9)					$	73.1					$	24.6					$	(875.2)

(1) Includes changes in the fair value of cross currency swap contracts of $53.6 million, $(24.9) million and $34.1 million in 2024, 2023 and 2022, respectively. See Note 16.

(2) Net of taxes of $(2.0) million, $3.1 million and $(35.0) million in 2024, 2023 and 2022, respectively. See Note 8.

(3) Net of taxes of $1.2 million in 2024 and 2023 and $1.1 million in 2022. See Statements of Consolidated Comprehensive Income.

NOTE 16 – DERIVATIVES AND HEDGING

Net Investment Hedges

The Company has entered into U.S. dollar to euro cross currency swap contracts with various counterparties to hedge the Company’s net investment in its European operations. During the term of the contracts, the Company will pay fixed-rate interest in euros and receive fixed-rate interest in U.S. dollars, thereby effectively converting a portion of the Company's U.S. dollar denominated fixed-rate debt to euro denominated fixed-rate debt. The outstanding contracts as of December 31, 2024 are summarized by maturity date in the table below.

Notional Value						Maturity Date
$	200.0					August 8, 2025
687.7						June 1, 2027
100.0						March 1, 2028
525.0						August 15, 2029
100.0						September 1, 2031
$	1,612.7

In August 2024, the Company settled its $150.0 million U.S. dollar to euro cross currency swap contract entered into on March 28, 2023. In May 2024, the Company settled its $500.0 million U.S. dollar to euro cross currency swap contract entered into on February 13, 2020. At the time of both of these settlements, an immaterial unrealized loss was recognized in AOCI.

In December 2023, the Company settled its $100.0 million U.S. dollar to euro cross currency swap contract entered into on August 1, 2023. At the time of settlement, an immaterial unrealized gain was recognized in AOCI.

The following table summarizes the balance sheet location of the cross currency swap contracts. See Note 17 for additional information on the fair value of these contracts.

			December 31,						December 31,						December 31,
			2024						2023						2022
Other current assets			$	9.4					$	—					$	—
Other assets			39.5						—						9.1
Other accruals			—						12.0						—
Other long-term liabilities			—						12.4						—

The changes in fair value of the cross currency swap contracts are recognized in the foreign currency translation adjustments component of AOCI. See Note 15. The following table summarizes the unrealized gains (losses) for the years ended December 31:

			2024						2023						2022
Gains (losses)			$	71.2					$	(33.1)					$	45.2
Tax effect			(17.6)						8.2						(11.1)
Gains (losses), net of taxes			$	53.6					$	(24.9)					$	34.1

Derivatives Not Designated as Hedging Instruments

The Company enters into foreign currency option and forward contracts with maturity dates less than twelve months primarily to hedge against value changes in foreign currency. The related gains and losses are recorded in Other (income) expense - net. See Note 19 for further details.

NOTE 17 – FAIR VALUE MEASUREMENTS

The Fair Value Measurements and Disclosures Topic of the ASC applies to the Company’s financial and non-financial assets and liabilities. The guidance applies when other standards require or permit the fair value measurement of assets and liabilities. Under the guidance, assets and liabilities measured at fair value are categorized as follows:

Level 1: Quoted prices in active markets for identical assets

Level 2: Significant other observable inputs

Level 3: Significant unobservable inputs

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at December 31, 2024, 2023 and 2022. Except for the acquisition-related fair value measurements and assets held for sale prior to divestiture of the China architectural business described in Note 3 and the reporting unit impairment analysis and trademark quantitative impairment test described in Note 6, there were no assets and liabilities measured at fair value on a nonrecurring basis. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis, categorized using the fair value hierarchy.

			December 31, 2024																		December 31, 2023																		December 31, 2022
			Total						Level 1						Level 2						Total						Level 1						Level 2						Total						Level 1						Level 2
Assets:
Deferred compensation plan			$	98.6					$	98.6					$	—					$	84.7					$	84.7											$	74.1					$	43.7					$	30.4
Qualified replacement plan			—																		—																		29.8						29.8
Net investment hedges			48.9												48.9						—																		9.1												9.1
			$	147.5					$	98.6					$	48.9					$	84.7					$	84.7					$	—					$	113.0					$	73.5					$	39.5
Liabilities:
Net investment hedges			$	—																	$	24.4											$	24.4					$	—

The deferred compensation plan assets consist of the investment funds maintained for future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. There was $7.0 million and $6.4 million of deferred compensation plan assets held in partnership funds measured using NAV (or its equivalent) as a practical expedient as of December 31, 2024 and 2023, respectively. These investments are not classified in the fair value hierarchy. The cost basis of all investments within the deferred compensation plan and qualified replacement plan was $82.7 million, $76.3 million and $67.2 million at December 31, 2024, 2023 and 2022, respectively.

The qualified replacement plan assets consisted of investment funds maintained for future contributions to the Company’s domestic defined contribution pension plan. See Note 8. During 2023, the remaining balance was fully utilized to fund the Company’s domestic defined contribution pension plan. The cost basis of the investment funds was $29.8 million at December 31, 2022.

The net investment hedge asset and liability represent the fair value of the cross currency swaps. See Note 16. The fair value is based on a valuation model that uses observable inputs, including interest rate curves and the euro foreign currency rate.

The carrying amounts reported for Cash and cash equivalents and Short-term borrowings approximate fair value.

The fair value of the Company’s publicly traded debt is based on quoted market prices. The fair value of the Company’s non-publicly traded debt is estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The Company’s publicly traded debt and non-traded debt are classified as level 1 and level 2, respectively, in the fair value hierarchy. The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-traded debt.

			December 31,
			2024												2023												2022
			Carrying Amount						Fair Value						Carrying Amount						Fair Value						Carrying Amount						Fair Value
Publicly traded debt			$	9,225.8					$	8,172.8					$	9,475.8					$	8,615.1					$	9,590.0					$	8,382.3
Non-traded debt			0.2						0.2						0.9						0.8						1.6						1.5

NOTE 18 – REVENUE

The Company manufactures and sells paint, stains, supplies, equipment and floor covering through company-operated stores, branded and private label products through retailers and a broad range of industrial coatings directly to global manufacturing customers through company-operated branches. A large portion of the Company’s revenue is recognized at a point in time and made to customers who are not engaged in a long-term supply agreement or any form of contract with the Company. These sales are paid for at the time of sale in cash, credit card or on account with the vast majority of customers having terms between 30 and 60 days, not to exceed one year. Many customers who purchase on account take advantage of early payment discounts offered by paying within 30 days of being invoiced. The Company estimates variable consideration for these sales on the basis of both historical information and current trends to estimate the expected amount of discounts to which customers are likely to be entitled.

The remaining revenue is governed by long-term supply agreements and related purchase orders (contracts) that specify shipping terms and aspects of the transaction price including rebates, discounts and other sales incentives, such as advertising support. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer. Sales, value add and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

See Note 22 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.

The Company has made payments or given credits for various incentives at the beginning of a long-term contract where future revenue is expected and before satisfaction of performance obligations. Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments over the expected benefit life of the long-term contract, typically on a straight-line basis.

The majority of variable consideration in the Company’s contracts include volume rebates, discounts and other incentives, where the customer receives a retrospective percentage rebate based on the amount of their purchases. In these situations, the rebates are accrued as a fixed percentage of sales and recorded as a reduction of Net sales until paid to the customer per the terms of the contract. Forms of variable consideration such as tiered rebates, whereby a customer receives a retrospective price decrease dependent on the volume of their purchases, are calculated using a forecasted percentage to determine the most likely amount to accrue. Management creates a baseline calculation using historical sales and then utilizing forecast information, estimates the anticipated sales volume each quarter to calculate the expected reduction to Net sales. The remainder of the transaction price is fixed as agreed upon with the customer, limiting estimation of revenues, including constraints.

The Company’s Accounts receivable and current and long-term contract assets and liabilities are summarized in the following table.

			Accounts Receivable, Less Allowance						Contract Assets (Current)						Contract Assets (Long-Term)						Contract Liabilities (Current)						Contract Liabilities (Long-Term)
Balance sheet caption:			Accounts receivable						Other current assets						Other assets						Other accruals						Other liabilities
Balance at December 31, 2023			$	2,467.9					$	46.2					$	151.7					$	365.7					$	3.8
Balance at December 31, 2024			2,388.8						55.0						231.0						386.2						1.6

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the contractual performance obligation and the associated payment.

Provisions for estimated returns are established and the expected costs continue to be recognized as contra-revenue per ASC 606 when the products are sold. The Company only offers an assurance type warranty on products sold, and there is no material service to the customer beyond fixing defects that existed at the time of sale and no warranties are sold separately.

Warranty liabilities are excluded from the table above. Amounts recognized during the year from deferred revenue were not material. The Company records a right of return liability within each of its operations to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.

Allowance for Current Expected Credit Losses

The following table summarizes the movement in the Company’s allowance for current expected credit losses:

						2024						2023						2022
Beginning balance						$	59.6					$	56.6					$	48.9
Bad debt expense						69.5						67.9						65.3
Uncollectible accounts written off, net of recoveries						(68.7)						(64.9)						(57.6)
Ending balance						$	60.4					$	59.6					$	56.6

NOTE 19 – OTHER (INCOME) EXPENSE

Other General (Income) Expense - Net

Included in Other general (income) expense - net were the following:

			2024						2023						2022
Provisions for environmental matters - net			$	(1.3)					$	80.7					$	(7.1)
Gain on divestiture of business (see Note 3)			—						(20.1)						—
(Gain) loss on sale or disposition of assets			(49.9)						0.9						(17.8)
Other			12.4						5.6						—
Total			$	(38.8)					$	67.1					$	(24.9)

Provisions for environmental matters – net represent initial provisions for site-specific estimated costs of environmental investigation or remediation and 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. Provisions for environmental matters - net for the year ended December 31, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site. See Note 10 for further details on the Company’s environmental-related activities.

The (gain) loss on sale or disposition of assets represents the net realized (gain) loss associated with the sale or disposal of property, plant and equipment and intangible assets previously used in the conduct of the primary business of the Company. (Gain) loss on sale or disposition of assets for the year ended December 31, 2024 included an immaterial amount of insurance proceeds related to a current manufacturing site.

Other (Income) Expense - Net

Included in Other (income) expense - net were the following:

			2024						2023						2022
Investment (gains) losses			$	(16.9)					$	(22.9)					$	9.7
Loss on extinguishment of debt (see Note 7)			—						12.8						—
Net expense from banking activities			15.7						15.0						12.2
Foreign currency transaction related losses - net			3.9						80.5						33.6
Miscellaneous pension and benefit (income) expense			(13.1)						(21.1)						4.0
Other income			(69.8)						(48.5)						(39.6)
Other expense			35.5						49.7						27.1
Total			$	(44.7)					$	65.5					$	47.0

Investment (gains) losses primarily relate to the change in market value of the investments held in the deferred compensation plan. See Note 17 for additional information on the fair value of these investments.

Foreign currency transaction related losses - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina, and net realized losses from foreign currency option and forward contracts. See Note 16 for further details regarding these foreign currency contracts.

Miscellaneous pension and benefit (income) expense consists of the non-service components of net periodic pension and benefit cost (credit). See Note 8.

Other income and other expense included items of revenue, gains, expenses and losses that were unrelated to the primary business purpose of the Company. There were no items within other income or other expense that were individually significant at December 31, 2024, 2023 and 2022.

NOTE 20 – INCOME TAXES

Significant components of the provisions for income taxes were as follows:

			2024						2023						2022
Current:
Federal			$	558.0					$	553.4					$	505.5
Foreign			155.1						147.6						90.3
State and local			132.2						109.0						102.0
Total current			845.3						810.0						697.8
Deferred:
Federal			(54.8)						(39.9)						(81.7)
Foreign			(15.8)						(51.5)						(47.3)
State and local			(4.3)						2.5						(15.8)
Total deferred			(74.9)						(88.9)						(144.8)
Total provisions for income taxes			$	770.4					$	721.1					$	553.0

A reconciliation of the statutory federal income tax rate to the effective tax rate follows:

			2024						2023						2022
Statutory federal income tax rate			21.0		%				21.0		%				21.0		%
Effect of:
State and local income taxes			3.2						3.0						2.8
Investment vehicles			(0.5)						(0.5)						(0.4)
Employee share-based payments			(2.1)						(1.1)						(1.4)
Research and development credits			(0.3)						(0.4)						(0.6)
Amended returns and refunds			(0.2)						0.2						0.4
Taxes on non-U.S. earnings			1.1						0.8						0.2
Other - net			0.1						0.2						(0.5)
Reported effective tax rate			22.3		%				23.2		%				21.5		%

The decrease in the effective tax rate for 2024 compared to 2023 was primarily related to a more favorable impact from tax benefits related to employee share-based payments. The other significant components of the Company’s effective tax rate were consistent year-over-year.

Significant components of income before income taxes as used for income tax purposes, were as follows:

			2024						2023						2022
Domestic			$	3,046.6					$	2,817.0					$	2,427.6
Foreign			405.2						292.9						145.5
			$	3,451.8					$	3,109.9					$	2,573.1

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using the enacted tax rates and laws that are currently in effect.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024, 2023 and 2022 were as follows:

			2024						2023						2022
Deferred tax assets:
Environmental and other similar items			$	66.8					$	72.0					$	66.4
Employee related and benefit items			175.2						162.1						157.1
Operating lease liabilities			499.6						483.2						478.1
Research and development capitalization			103.9						81.5						52.6
Other items			206.5						205.6						204.1
Total deferred tax assets			1,052.0						1,004.4						958.3
Deferred tax liabilities:
Intangible assets and Property, plant and equipment			948.7						1,001.1						973.4
LIFO inventories			120.5						115.2						97.3
Operating lease right-of-use assets			482.1						465.6						460.5
Other items			40.7						28.6						31.7
Total deferred tax liabilities			1,592.0						1,610.5						1,562.9
Net deferred tax liabilities			$	540.0					$	606.1					$	604.6

Netted against the Company’s other deferred tax assets were valuation allowances of $124.5 million, $106.6 million and $97.5 million at December 31, 2024, 2023 and 2022, respectively. The Company has $13.5 million of domestic net operating loss carryforwards acquired through acquisitions that have expiration dates through tax year 2037, foreign tax credits of $34.9 million that expire in calendar years 2028 through 2034 and foreign net operating losses of $339.1 million. The foreign net

operating losses are related to various jurisdictions that provide for both indefinite carryforward periods and others with carryforward periods that expire between tax years 2024 to 2034.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company finalized the IRS audit for the 2013 through 2016 income tax returns in 2023 and paid the related assessments in the fourth quarter of 2023 and first quarter of 2024. The Company finalized the IRS audit for the 2011 income tax return in 2023 and paid the tax assessment in the second quarter of 2024 and the interest assessment in the third quarter of 2024. The Company finalized the IRS audit for the 2017 through 2019 income tax returns in the fourth quarter of 2024 and expects to pay the tax and interest assessment in the first quarter of 2025. The IRS plans to start its next audit cycle of the Company’s 2020 through 2022 income tax returns in 2025. As of December 31, 2024, the federal statute of limitations has not expired for the 2017 through 2024 tax years.

As of December 31, 2024, the Company is subject to non-U.S. income tax examinations for the tax years of 2015 through 2024. In addition, the Company is subject to state and local income tax examinations for the tax years 2017 through 2024.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

			2024						2023						2022
Balance at beginning of year			$	121.8					$	242.4					$	228.5
Additions based on tax positions related to the current year			16.0						14.2						18.7
Additions for tax positions of prior years			12.8						12.6						10.6
Reductions for tax positions of prior years			(8.6)						(16.9)						(6.0)
Settlements			(31.7)						(123.2)						(1.7)
Lapses of statutes of limitations			(11.0)						(7.3)						(7.7)
Balance at end of year			$	99.3					$	121.8					$	242.4

The decrease in unrecognized tax benefits was primarily related to settlements of federal adjustments with the IRS in the tax years 2017 through 2019. There were also additions in unrecognized tax benefits related to the reversal of benefits recognized from certain positions taken on current and prior year income tax returns filed in U.S. federal and various state jurisdictions. These additions were partially offset by various positions taken on prior year income tax returns filed in U.S. and various foreign jurisdictions that were no longer deemed to be at risk. At December 31, 2024, 2023 and 2022, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $84.0 million, $109.4 million and $230.3 million, respectively.

Included in the balance of unrecognized tax benefits at December 31, 2024 is $7.9 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits comprised primarily of items related to federal audits of partnership investments and expiring statutes in federal, foreign and state jurisdictions.

The Company classifies all income tax related interest and penalties as income tax expense. During the year ended December 31, 2024, there was an increase in income tax interest and penalties of $7.8 million. During the years ended December 31, 2023 and 2022, there was an increase in income tax interest and penalties of $5.9 million and $10.3 million, respectively. The Company accrued $18.8 million, $20.4 million and $36.6 million at December 31, 2024, 2023 and 2022, respectively, for the potential payment of interest and penalties.

NOTE 21 – NET INCOME PER SHARE

Basic and diluted net income per share are calculated using the treasury stock method.

			2024						2023						2022
Basic
Net income			$	2,681.4					$	2,388.8					$	2,020.1
Weighted average shares outstanding			251.0						255.4						258.0
Basic net income per share			$	10.68					$	9.35					$	7.83
Diluted
Net income			$	2,681.4					$	2,388.8					$	2,020.1
Weighted average shares outstanding assuming dilution:
Weighted average shares outstanding			251.0						255.4						258.0
Stock options and other contingently issuable shares (1)			3.1						2.9						3.8
Weighted average shares outstanding assuming dilution			254.1						258.3						261.8
Diluted net income per share			$	10.55					$	9.25					$	7.72

(1) Stock options and other contingently issuable shares excludes 0.9 million, 2.8 million and 1.9 million shares at December 31, 2024, 2023 and 2022, respectively, due to their anti-dilutive effect.

NOTE 22 – REPORTABLE SEGMENT INFORMATION

The Company reports its segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding the allocation of resources in accordance with the Segment Reporting Topic of the ASC. The Company has three reportable operating segments: Paint Stores Group, Consumer Brands Group and Performance Coatings Group (individually, a Reportable Segment and collectively, the Reportable Segments). Factors considered in determining the three Reportable Segments 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 the Board of Directors. The Company reports all other business activities within the Administrative function.

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. 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.

The Paint Stores Group consisted of 4,773 company-operated specialty paint stores in the United States, Canada and the Caribbean region at December 31, 2024. Each store in this segment is engaged in servicing the needs of architectural and industrial paint contractors and do-it-yourself homeowners. 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. The majority of these products are produced by manufacturing facilities in the Consumer Brands Group. In addition, each store sells select purchased associated products. The loss of any single customer would not have a material adverse effect on the business of this segment. During 2024, this segment opened 79 net new stores, consisting of 84 new stores opened and 5 stores closed. In 2023 and 2022, this segment opened 70 and 75 net new stores, respectively. In accordance with ASC 280-10-50-9, the Paint Stores 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.

The Consumer Brands Group manufactures and 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, including home centers and hardware stores, dedicated dealers and distributors throughout North America, Latin America and Europe. Sales and marketing of certain controlled brand and private-label products is performed by a direct sales staff. The products distributed through third-party customers are intended for resale to the ultimate

end-user of the product. The Consumer Brands Group also consisted of 334 company-operated specialty paint stores in Latin America at December 31, 2024. Each store in this segment is engaged in servicing the needs of home, commercial and industrial projects to contractors and do-it-yourself customers in Latin America. 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 which are branded for the Latin America market. In addition, each store sells select purchased associated products. The Consumer Brands Group had sales to certain customers that, individually, may be a significant portion of the sales and related profitability of the segment. During 2024, the segment opened 16 net new stores, consisting of 18 stores opened and 2 stores closed. In 2023 and 2022, this segment opened (closed) 11 and (3) net new stores, respectively.

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 63% of the total sales of the Consumer Brands Group in 2024 were intersegment transfers of products primarily sold through the Paint Stores Group. This segment incurred most of the Company’s capital expenditures related to ongoing environmental compliance measures, manufacturing capacity expansion, operational efficiencies and maintenance projects at sites currently in operation. In accordance with ASC 280-10-50-9, the Consumer 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.

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. This segment licenses certain technology and trade names worldwide, including Sherwin-Williams® and other controlled brand products which are distributed through the Paint Stores Group, this segment’s 324 company-operated branches and by a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third-party distributors. 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. During 2024, the segment added 2 new branches (no branches were closed). In 2023 and 2022, this segment added 5 and 35 net new branches, respectively. In accordance with ASC 280-10-50-9, the 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.

The Administrative function includes the administrative expenses and assets of the Company’s new global headquarters and research and development center, both currently under construction. In addition, it includes the operations of a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the Company, including the Company’s current global headquarters and research and development center and disposal of idle facilities. The Administrative function’s remaining assets consist primarily of cash and cash equivalents, investments and deferred pension assets. Also included in the Administrative function was interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters and other expenses that were not directly associated with the Reportable Segments. Sales of this function represented external leasing revenue. The Administrative function did not include any significant foreign operations. Gains and losses from the sale of property were not a significant operating factor in determining the performance of the Administrative function.

Net external sales of all consolidated foreign subsidiaries were $4.426 billion, $4.428 billion and $4.294 billion for 2024, 2023 and 2022, respectively.

Long-lived assets consisted of Property, plant and equipment, net, Goodwill, Intangible assets, net, Operating lease right-of-use assets, deferred pension assets and Other assets. The aggregate total of long-lived assets for the Company was $18.231 billion, $17.441 billion and $16.686 billion at December 31, 2024, 2023 and 2022, respectively. Long-lived assets of consolidated foreign subsidiaries totaled $3.405 billion, $3.586 billion and $3.369 billion at December 31, 2024, 2023 and 2022, respectively.

Total Assets of the Company were $23.633 billion, $22.954 billion and $22.594 billion at December 31, 2024, 2023 and 2022, respectively. Total assets of consolidated foreign subsidiaries were $5.208 billion, $5.718 billion and $5.337 billion, which represented 22.0%, 24.9% and 23.6% of the Company’s total assets at December 31, 2024, 2023 and 2022, respectively.

No single geographic area outside the United States was significant relative to consolidated Net sales or consolidated long-lived assets. Export sales and sales to any individual customer were each less than 10 percent of consolidated sales to unaffiliated customers during all years presented.

In the reportable segment financial information that follows, Segment profit represents each segment’s Income before income taxes. Domestic intersegment transfers are primarily accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs for paint products. Non-paint domestic and all international intersegment transfers are primarily accounted for at values comparable to normal unaffiliated customer sales. All intersegment

transfers are eliminated within the Administrative function. In 2023, the absorbed manufactured cost standards utilized for domestic intersegment transfers were established inclusive of forecasted cost reductions from planned initiatives. Deviations from the forecasted cost reductions were recognized within the Consumer Brands Group. Due to the nature of the Company’s integrated manufacturing operations and centralized administrative and information technology support, a substantial amount of allocations are made to determine segment financial information. Expenses that are specifically identifiable to a certain Reportable Segment are allocated accordingly. For expenses that are not specifically identifiable to a certain Reportable Segment, an appropriate allocation base is identified, and expenses are allocated based on each segment’s respective share of the allocation base. The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM and include intersegment expenses within the amounts shown. Identifiable assets were those directly identified with each Reportable Segment.

			2024
			Paint Stores Group						Consumer Brands Group						Performance Coatings Group						Administrative						Consolidated Totals
Net sales			$	13,188.0					$	3,108.0					$	6,797.3					$	5.2					$	23,098.5
Intersegment transfers			—						5,304.3						56.8						(5,361.1)						—
Total net sales and intersegment transfers			$	13,188.0					$	8,412.3					$	6,854.1					$	(5,355.9)					$	23,098.5
Cost of goods sold			$	5,900.8					$	6,943.5					$	4,406.5					$	(5,347.4)					$	11,903.4
Selling, general and administrative expenses			4,405.6						863.1						1,443.0						710.4						7,422.1
Interest expense			—						1.4						—						414.3						415.7
Other segment items (1)			(21.0)						14.4						(23.3)						(64.6)						(94.5)
Income before income taxes			$	2,902.6					$	589.9					$	1,027.9					$	(1,068.6)					$	3,451.8
% to Net sales			22.0		%				19.0		%				15.1		%				nm						14.9		%
Supplemental Information:
Identifiable assets			$	5,878.0					$	6,854.7					$	7,847.4					$	3,052.5					$	23,632.6
Capital expenditures			141.3						290.3						15.2						623.2						1,070.0
Depreciation (2)			89.9						162.7						18.0						26.8						297.4
Amortization (3)			1.7						66.4						256.7						1.8						326.6
nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Interest income and Other (income) expense - net. See Note 19.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

			2023
			Paint Stores Group						Consumer Brands Group						Performance Coatings Group						Administrative						Consolidated Totals
Net sales			$	12,839.5					$	3,365.6					$	6,843.1					$	3.7					$	23,051.9
Intersegment transfers			—						5,234.0						197.8						(5,431.8)						—
Total net sales and intersegment transfers			$	12,839.5					$	8,599.6					$	7,040.9					$	(5,428.1)					$	23,051.9
Cost of goods sold			$	5,794.4					$	7,311.9					$	4,606.9					$	(5,419.4)					$	12,293.8
Selling, general and administrative expenses			4,211.5						882.3						1,415.5						556.1						7,065.4
Interest expense			—						—						—						417.5						417.5
Other segment items (1)			(27.2)						96.1						26.9						69.5						165.3
Income before income taxes			$	2,860.8					$	309.3					$	991.6					$	(1,051.8)					$	3,109.9
% to Net sales			22.3		%				9.2		%				14.5		%				nm						13.5		%
Supplemental Information:
Identifiable assets			$	5,745.3					$	6,631.8					$	8,266.6					$	2,310.7					$	22,954.4
Capital expenditures			111.4						309.6						32.6						434.8						888.4
Depreciation (2)			79.0						151.4						26.0						35.9						292.3
Amortization (3)			3.3						72.4						253.0						1.5						330.2
nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other (income) expense - net. See Notes 3 and 6 for information on Impairment and Note 19 for information on Other general (income) expense - net and Other (income) expense - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

			2022
			Paint Stores Group						Consumer Brands Group						Performance Coatings Group						Administrative						Consolidated Totals
Net sales			$	11,963.3					$	3,388.4					$	6,793.5					$	3.7					$	22,148.9
Intersegment transfers			—						5,214.8						203.7						(5,418.5)						—
Total net sales and intersegment transfers			$	11,963.3					$	8,603.2					$	6,997.2					$	(5,414.8)					$	22,148.9
Cost of goods sold			$	5,826.8					$	7,454.8					$	4,965.4					$	(5,423.2)					$	12,823.8
Selling, general and administrative expenses			3,810.1						817.8						1,275.6						428.1						6,331.6
Interest expense			—						—						—						390.8						390.8
Other segment items (1)			(21.7)						16.4						21.3						13.6						29.6
Income before income taxes			$	2,348.1					$	314.2					$	734.9					$	(824.1)					$	2,573.1
% to Net sales			19.6		%				9.3		%				10.8		%				nm						11.6		%
Supplemental Information:
Identifiable assets			$	5,873.6					$	6,749.6					$	8,296.8					$	1,674.0					$	22,594.0
Capital expenditures			87.3						295.0						38.7						223.5						644.5
Depreciation (2)			73.9						126.2						29.1						34.8						264.0
Amortization (3)			3.3						79.8						232.0						2.0						317.1
nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other (income) expense - net. See Note 6 for information on Impairment and Note 19 for information on Other general (income) expense - net and Other (income) expense - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.