8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2012

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)

Ohio	1-04851	34-0526850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 West Prospect Avenue Cleveland, Ohio		44115
(Address of Principal Executive Offices)		(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On January 26, 2012, The Sherwin-Williams Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2011 and certain other information. A copy of this press release is furnished with this Report as Exhibit 99 and is incorporated herein by reference.

Item 8.01.   Other Events.

The Company is also filing this Current Report on Form 8-K for the purpose of conforming its historical business segment information to reflect a change in its reportable operating segments based on continued revenue growth and geographic expansion of its Global Finishes Group.

The voluntary supplemental information included in this Form 8-K updates the Company’s business segment information to reflect the change in reportable operating segments for each calendar quarter of 2011 and the years ended December 31, 2011, 2010 and 2009. There is no impact on the Company’s previously reported consolidated balance sheets, statements of consolidated income, cash flows and shareholders’ equity and comprehensive income, and the previously reported financial statements have not been updated to reflect any financial results or other changes subsequent to that date. As required by the Segment Reporting Topic of the Accounting Standards Codification, consolidated financial statements issued by the Company for the year ended December 31, 2011 and in the future will reflect the change in the Company’s reportable operating segments.

Change in Reportable Operating Segments

Effective December 31, 2011, the Company expanded its reportable operating segments from three to four due to continued revenue growth and geographic expansion of its Global Finishes Group. The Latin America Coatings Group, previously aggregated within the Global Finishes Group, will now stand on its own as an individual reportable operating segment. The Paint Stores Group, Consumer Group and Administrative Segments remain unchanged. The Company’s revised reportable segments are as follows:

• Paint Stores Group. The Paint Stores Group Segment consisted of 3,450 company-operated specialty paint stores in the United States, Canada, Puerto Rico, Virgin Islands, Trinidad and Tobago, St. Maarten and Jamaica at December 31, 2011. Each store in this segment is engaged in the related business activity of selling paint, coatings and related products to end-use customers.

• Consumer Group. The Consumer Group Segment develops, manufactures and distributes a variety of paint, coatings and related products to third-party customers primarily in the United States and Canada, and the Paint Stores Group and Global Finishes Group. Approximately 62 percent of the total sales of the Consumer Group in 2011 were inter-segment transfers of products primarily sold through the Paint Stores Group and Global Finishes Group.

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• Global Finishes Group. The Global Finishes Group Segment develops, licenses, manufactures, distributes and sells a variety of architectural paint and coatings, protective and marine products, automotive finishes and refinish products, original equipment manufacturers (OEM) coatings and related products primarily in North and South America, Europe and Asia. This segment licenses certain technology and trade names worldwide. Sherwin-Williams^® and other controlled brand products are distributed through the Paint Stores Group and this segment’s 303 company-operated branches and by a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third party distributors.

• Latin America Coatings Group. The Latin America Coatings Group Segment develops, licenses, manufactures, distributes and sells a variety of architectural paint and coatings, and related products in North and South America. This segment meets the demands of its customers for consistent regional product development, manufacturing and distribution presence and approach to doing business. Sherwin-Williams^® and other controlled brand products are distributed through this segment’s 265 company-operated specialty paint stores and by a direct sales staff and outside sales representatives to retailers, dealers, licensees and other third party distributors.

• Administrative. The Administrative Segment includes the administrative expenses of the Company’s corporate headquarters site, as well as interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters, and other expenses which are not directly associated with the Reportable Operating Segments. Also included in the Administrative Segment is 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 headquarters site, and disposal of idle facilities.

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In the tables below, the Company has updated its unaudited quarterly and annual data to reflect the change in reportable operating segments for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011, and for the years ended December 31, 2011, 2010 and 2009:

Thousands of dollars

	Quarter ended March 31, 2011
	Net
	External		Segment			Intersegment
	Sales		Profit			Transfers
Paint Stores Group	$	929,267	$	68,857
Consumer Group		294,930		41,091		$	418,148
Global Finishes Group		435,317		19,438			1,298
Latin America Coatings Group		194,849		17,372			8,440
Administrative		1,223		(52,045	)		2,572
	$	1,855,586	$	94,713		$	430,458

	Quarter ended June 30, 2011
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	1,299,047	$	206,631
Consumer Group		375,634		61,371		$	576,422
Global Finishes Group		482,695		30,249			2,072
Latin America Coatings Group		196,176		15,821			9,537
Administrative		1,199		(57,056	)		2,443
	$	2,354,751	$	257,016		$	590,474

	Quarter ended September 30, 2011
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	1,417,765	$	236,886
Consumer Group		351,579		41,022		$	615,307
Global Finishes Group		497,023		27,569			2,326
Latin America Coatings Group		217,328		15,939			11,083
Administrative		1,225		(61,140	)		2,528
	$	2,484,920	$	260,276		$	631,244

	Quarter ended December 31, 2011
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	1,133,747	$	133,369
Consumer Group		252,138		30,170		$	480,791
Global Finishes Group		463,291		13,015			3,770
Latin America Coatings Group		220,098		26,362			9,691
Administrative		1,168		(73,373	)		2,577
	$	2,070,442	$	129,543		$	496,829

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Thousands of dollars

	Year ended December 31, 2011
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	4,779,826	$	645,743
Consumer Group		1,274,281		173,654		$	2,090,668
Global Finishes Group		1,878,326		90,271			9,466
Latin America Coatings Group		828,451		75,494			38,751
Administrative		4,815		(243,614	)		10,120
	$	8,765,699	$	741,548		$	2,149,005

	Year ended December 31, 2010
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	4,381,238	$	619,578
Consumer Group		1,297,731		203,974		$	1,769,900
Global Finishes Group		1,417,142		64,675			3,640
Latin America Coatings Group		675,175		59,005			33,604
Administrative		5,138		(269,448	)		10,094
	$	7,776,424	$	677,784		$	1,817,238

	Year ended December 31, 2009
	Net External Sales		Segment Profit			Intersegment Transfers
Paint Stores Group	$	4,209,353	$	600,176
Consumer Group		1,225,167		157,354		$	1,715,207
Global Finishes Group		1,116,845		14,117			2,108
Latin America Coatings Group		536,630		50,897			28,282
Administrative		6,254		(199,727	)		10,091
	$	7,094,249	$	622,817		$	1,755,688

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit is furnished with this Report:

Exhibit No.	Exhibit Description
99	Press Release of The Sherwin-Williams Company, dated January 26, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE SHERWIN-WILLIAMS COMPANY
January 26, 2012	By:	/s/  L.E. Stellato
	L.E. Stellato
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99	Press Release of The Sherwin-Williams Company, dated January 26, 2012.

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EX-99

EXHIBIT 99

NEWS:

The Sherwin-Williams Company • 101 West Prospect Avenue •

Cleveland, Ohio 44115 • (216) 566-2140

The Sherwin-Williams Company Reports 2011 Year-end Financial Results

• Consolidated net sales for the year increased 12.7% to a record $8.77 billion

• Diluted net income per common share was $4.14 per share in twelve months 2011, including a $.70 per share charge related to the IRS settlement, compared to $4.21 per share last year

• Year-end working capital ratio (accounts receivable plus inventories less accounts payable to sales) improved to 10.9% from 11.9% last year

• Net operating cash was $735.8 million

• Anticipates diluted earnings per share for 2012 in the range of $5.37 to $5.67 per share

CLEVELAND, OHIO, January 26, 2012 — The Sherwin-Williams Company (NYSE: SHW) announced its financial results for the year and fourth quarter ended December 31, 2011. Compared to the same periods in 2010, consolidated net sales increased $989.3 million, or 12.7%, to $8.77 billion in the year and increased $174.8 million, or 9.2%, to $2.07 billion in the quarter due primarily to selling price increases, acquisitions, and higher paint sales volume in our Global Finishes and Latin America Coatings Groups. Acquisitions increased consolidated net sales 4.5% in the year. Currency translation rate changes increased consolidated net sales 0.7% in the year and decreased consolidated net sales 1.2% in the quarter.

Diluted net income per common share in the year decreased to $4.14 per share from $4.21 per share in 2010, including an increase in income tax expense of $.70 per share relating to the IRS settlement and asset impairment charges of $.03 per share in 2011 versus $.04 per share in 2010. Charges relating to costs to repurchase long-term debt and an increase in income taxes related to the Health Care and Education Reconciliation Act of 2010, net of the favorable impact of the disposition of closed manufacturing sites, reduced diluted net income per common share $.18 per share in the year 2010. For the year, favorable currency translation rate changes of $.05 per share more than offset the dilution from acquisitions of $.04 per share. Diluted net income per common share was $.14 per share in the quarter compared to $.67 per share a year ago, including the IRS settlement and asset impairment charges noted above for the fourth quarter 2011 and 2010, respectively. Acquisitions and currency translation rate changes had an unfavorable impact on fourth quarter diluted net income per common resulting in a reduction of $.03 per share.

Effective with the fourth quarter 2011, the Company has expanded its Reportable Operating Segments from three to four due to the continued revenue growth and geographic expansion of our Global Finishes Group. The Latin America Coatings Group, previously aggregated within the Global Finishes Group, will now stand on its own as an individual Reportable Operating Segment. This change allows for a clearer view of our business results. Historical business segment information has been updated to reflect this change in Reportable Operating Segments.

Net sales in the Paint Stores Group increased 9.1% to $4.78 billion in the year and increased 13.5% to $1.13 billion in the quarter due primarily to selling price increases and improving domestic architectural paint sales volume across most segments. Net sales from stores open for more than twelve calendar months increased 8.3% in the year and 12.7% in the quarter over last year’s comparable periods. Paint Stores Group segment profit increased to $645.7 million in the year from $619.6 million last year and decreased $1.4 million to $133.4 million in the quarter from $134.8 million last year. Segment profit in the year increased due to selling price increases partially offset by raw material cost increases and increases in selling, general, and administrative expenses to maintain customer service. Segment profit in the quarter decreased due primarily to continuing raw material cost increases and increases in selling, general, and administrative expenses, and increased asset impairment charges offset by selling price increases and higher paint sales volume. Segment profit as a percent to net sales decreased in the year to 13.5% from 14.1% in 2010 and decreased in the quarter to 11.8% from 13.5% last year. Trademark impairment charges were $4.7 million in the year and fourth quarter 2011 compared to $0.1 million in the year and fourth quarter 2010.

Net sales of the Consumer Group decreased 1.8% to $1.27 billion in the year and 1.1% to $252.1 million in the quarter due primarily to the elimination of a portion of a paint program with a large retail customer partially offset by selling price increases. Segment profit decreased to $173.7 million in the year from $204.0 million last year due primarily to increasing raw material costs and the loss of a portion of a paint program with a large retail customer partially offset by selling price increases and reductions in selling, general, and administrative costs. Segment profit increased to $30.2 million in the quarter from $26.1 million last year due primarily to selling price increases and good cost control partially offset by increasing raw material costs. As a percent to net external sales, segment profit decreased in the year to 13.6% from 15.7% in 2010 and increased in the quarter to 12.0% from 10.2% last year.

The Global Finishes Group’s net sales stated in U.S. dollars increased 32.5% to $1.88 billion in the year due primarily to acquisitions, selling price increases, higher paint sales volume, and favorable currency translation rate changes. In the quarter, the Global Finishes Group’s net sales increased 8.1% to $463.3 million due primarily to selling price increases and acquisitions. In the year and quarter, acquisitions increased net sales in U.S. dollars by 20.7% and 3.2%, respectively. Currency translation rate changes increased net sales 1.4% in the year and decreased net sales by 1.7% in the fourth quarter 2011. Stated in U.S. dollars, segment profit in the year increased to $90.3 million from $64.7 million last year and increased in the quarter to $13.0 million from $9.2 million last year due primarily to selling price increases, increased paint sales volume, good expense control, and reduced asset impairment charges partially offset by increasing raw material costs and dilution from acquisitions. Foreign currency translation rate changes increased segment profit $4.5 million in the year, but did not have a significant impact on segment profit in the quarter. Acquisitions had an unfavorable impact on segment profit of $6.4 million in the year and $2.8 million in the quarter. As a percent to net external sales, segment profit was 4.8% in twelve months 2011 compared to 4.6% in 2010 and 2.8% in the quarter versus 2.1% last year. Trademark impairment charges were $0.8 million in the year and fourth quarter 2011 compared to $4.4 million in the year and fourth quarter 2010.

The Latin America Coatings Group’s net sales stated in U.S. dollars increased 22.7% to $828.5 million in the year due primarily to acquisitions, selling price increases, higher paint sales volume and favorable currency translation rate changes. Net sales increased 4.0% to $220.1 million in the quarter due primarily to selling price increases and higher paint sales volume partially offset by unfavorable currency translation changes. Acquisitions increased net sales in U.S. dollars by 8.7% in the year, but had no impact on net sales in the fourth quarter. Currency translation rate changes increased net sales by 3.0% in the year and decreased net sales by 6.4% in the quarter. Stated in U.S. dollars, segment profit in the year increased to $75.5 million compared to $59.0 million last year and increased to $26.4 million in the quarter from $19.6 million last year due primarily to increased paint sales volume and selling price increases partially offset by increases in raw materials costs and selling, general and administrative expenses. Foreign currency translation rate changes increased segment profit $1.9 million in the year and decreased segment profit $1.9 million in the quarter. Acquisitions increased segment profit $1.1 million in twelve months, but had no impact on the fourth quarter 2011. As a percent to net external sales, segment profit was 9.1% in twelve months compared to 8.7% in 2010 and 12.0% in the quarter versus 9.3% in the fourth quarter last year.

The Company acquired 460,000 shares of its common stock through open market purchases in the quarter bringing our total purchased to 4.70 million shares in the year. The Company had remaining authorization at December 31, 2011 to purchase 21.05 million shares.

Commenting on the financial results, Christopher M. Connor, Chairman and Chief Executive Officer, said, “We are pleased to report record sales and earnings per share in 2011 in an environment of soft demand and rapidly escalating raw material costs. Our operating segments continue to control costs and implement price increases in an effort to keep pace with rising raw material increases.”

“Over the past year, our Paint Stores Group continued to focus on gaining market share in all markets and product lines while maintaining customer service in a difficult raw material environment. We are pleased with the continued sales development in the Global Finishes Group and the corresponding improvement in the Group’s core operating profit. The Leighs Paints acquisition as well as the acquisitions completed over the past eighteen months are performing to expectations and provide important assets to support the future growth in our world-wide business. Our Latin America Coatings Group increased gallons across all product lines, controlled costs, and delivered strong profit growth in the year.

“We continue to generate significant cash to allow us to invest in the business and give a return to our shareholders. In 2011, we generated net operating cash flow of $735.8 million. Our working capital ratio (accounts receivable plus inventories less accounts payable to sales) at December 31, 2011 was 10.9% compared to 11.9% last year. We are continuing to invest in our business by expanding the Paint Stores platform. In 2011, we added 60 net new stores, finishing the year with 3,450 stores in operation. In the fourth quarter, the Company surpassed 4,000 total stores and branches across all segments achieving a significant milestone in the Company’s history. During the year, we continued to buy shares of stock and paid an annual cash dividend of $1.46 per common share. Our balance sheet remains flexible and is positioned for future acquisitions and investments in our business.

“In the first quarter of 2012, we anticipate our consolidated net sales will increase nine to fourteen percent compared to the first quarter of 2011. At that anticipated sales level, we estimate diluted net income per common share in the first quarter of 2012 will be in the range of $.56 to $.74 per share compared to $.63 per share earned in the first quarter of 2011. For the full year 2012, we expect consolidated net sales to increase above 2011 levels by a high single-to-low-teens percentage. With annual sales at that level, we anticipate diluted net income per common share for 2012 will be in the range of $5.37 to $5.67 per share compared to $4.14 per share earned in 2011.”

The Company will conduct a conference call to discuss its financial results for the fourth quarter and year 2011, and its outlook for the first quarter and full year 2012, at 11:00 a.m. ET on Thursday, January 26, 2012. The conference call will be webcast simultaneously in the listen only mode by Vcall. To listen to the webcast on the Sherwin-Williams website, www.sherwin.com, click on About Us, choose Investor Relations, then select Press Releases and click on the webcast icon following the reference to the January 26^th release. The webcast will also be available at Vcall’s Investor Calendar website, www.investorcalendar.com. An archived replay of the live webcast will be available at www.sherwin.com beginning approximately two hours after the call ends and will be available until Thursday, February 16, 2012 at 5:00 p.m. ET.

Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams^®, Dutch Boy^®, Krylon^®, Minwax^®, Thompson’s^® Water Seal^®, and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams^® branded products are sold exclusively through a chain of more than 4,000 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 109 countries around the world. For more information, visit www.sherwin.com.

This press release contains certain “forward-looking statements”, as defined under U.S. federal securities laws, with respect to sales, earnings and other matters. These forward-looking statements are based upon management’s current expectations, estimates, assumptions and beliefs concerning future events and conditions. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, that could cause actual results to differ materially from such statements and from the Company’s historical results and experience. These risks, uncertainties and other factors include such things as: general business conditions, strengths of retail and manufacturing economies and the growth in the coatings industry; changes in the Company’s relationships with customers and suppliers; changes in raw material availability and pricing; unusual weather conditions; and other risks, uncertainties and factors described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Bob Wells

Senior Vice President — Corporate Communications and Public Affairs

Sherwin-Williams

Direct: 216.566.2244

rjwells@sherwin.com

Mike Conway

Director — Corporate Communications and Investor Relations

Sherwin-Williams

Direct: 216.515.4393

Pager: 216.422.3751

mike.conway@sherwin.com

The Sherwin-Williams Company and Subsidiaries

Statements of Consolidated Income (Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
Thousands of dollars, except per share data	2011			2010			2011			2010
Net sales	$	2,070,442		$	1,895,619		$	8,765,699		$	7,776,424
Cost of goods sold		1,184,342			1,049,987			5,021,137			4,295,346
Gross profit		886,100			845,632			3,744,562			3,481,078
Percent to net sales		42.8	%		44.6	%		42.7	%		44.8	%
Selling, general and administrative expenses		753,957			720,360			2,960,814			2,728,122
Percent to net sales		36.4	%		38.0	%		33.8	%		35.1	%
Other general expense (income) — net		657			(2,411	)		2,731			3,803
Impairment of trademarks		5,492			4,484			5,492			4,484
Interest expense		9,623			21,376			42,497			70,595
Interest and net investment income		(1,740	)		(802	)		(3,711	)		(2,929	)
Other income — net		(11,432	)		(1,073	)		(4,809	)		(781	)
Income before income taxes		129,543			103,698			741,548			677,784
Income taxes *		114,991			30,780			299,688			215,299
Net income	$	14,552		$	72,918		$	441,860		$	462,485
Net income per common share:
Basic	$	.14		$	.68		$	4.22		$	4.28
Diluted	$	.14		$	.67		$	4.14		$	4.21
Average shares outstanding — basic		102,066,634			105,986,523			103,471,323			107,021,624
Average shares and equivalents outstanding — diluted		104,230,372			108,165,436			105,671,973			108,785,517

* Includes IRS Settlement of $74,982, or approximately $.70 per share, in the Three months and Year ended December 31, 2011. See October 24, 2011 press release filed on Form 8-K for more information on the IRS Settlement.

Additional information regarding the Company’s financial condition, operating segment results and other information can be found on the Sherwin-Williams website, “www.sherwin.com”, by clicking on About Us, choosing Investor Relations, then selecting Press Releases and clicking on the reference to the January 26th release.