SHERWIN WILLIAMS CO — Annual Report 2004

Mar 10, 2005

10-K 1 l11720ae10vk.htm THE SHERWIN-WILLIAMS COMPANY 10-K/FISCAL YEAR END 12-31-04 The Sherwin-Williams Company 10-K PAGEBREAK

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission file number 1-04851

THE SHERWIN-WILLIAMS COMPANY

(Exact name of registrant as specified in its charter)

OHIO

(State or other jurisdiction of incorporation or organization)

34-0526850

(I.R.S. Employer Identification No.)

101 Prospect Avenue, N.W., Cleveland, Ohio

(Address of principal executive offices)

44115-1075

(Zip Code)

(216) 566-2000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
9.875% Debentures due 2016	New York Stock Exchange
Common Stock, Par Value $1.00	New York Stock Exchange
Preferred Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No

At January 31, 2005, 140,461,901 shares of common stock were outstanding, net of treasury shares. The aggregate market value of such common stock held by non-affiliates of the Registrant at June 30, 2004 was $5,856,140,848 (computed by reference to the price at which the common stock was last sold on such date).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our Annual Report to Shareholders for the fiscal year ended December 31, 2004 (“2004 Annual Report”) are incorporated by reference into Parts I, II and IV of this report.

Portions of our Proxy Statement for the 2005 Annual Meeting of Shareholders (“Proxy Statement”) are incorporated by reference into Part III of this report.

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THE SHERWIN-WILLIAMS COMPANY

Table of Contents

PART I
Item 1.	Business	1
Item 2.	Properties	6
Item 3.	Legal Proceedings	8
Item 4.	Submission of Matters to a
Vote of Security Holders	8
	Executive Officers of the
Registrant	9
PART II
Item 5.	Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion
and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative
Disclosures About Market Risk	11
Item 8.	Financial Statements and
Supplementary Data	12
Item 9.	Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12
PART III
Item 10.	Directors and Executive
Officers of the Registrant	12
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters	13
Item 13.	Certain Relationships and
Related Transactions	14
Item 14.	Principal Accountant Fees
and Services	14
PART IV
Item 15.	Exhibits, Financial
Statement Schedules	15
	Signatures	16
	Exhibit Index	18
EX-10(D) Summary of Compensation/Non-Employee Directors
EX-10(E) Summary of Compensation/Named Executive Officers
EX-10(Y) Schedule of Certain Executive Officers
EX-10(Z) Business Travel Accident Insurance Plan
EX-13 Annual Report
EX-21 Subsidiaries
EX-23 Accountant's Consent
EX-24(A) Powers of Attorney
EX-24(B) Certified Resolution
EX-31(A) Certification 302 - CEO
EX-31(B) Certification 302 - CFO
EX-32(A) Certification 906 - CEO
EX-32(B) Certification 906 - CFO

/TOC

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link1 "PART I"

PART I

link1 "ITEM 1. BUSINESS"

ITEM 1. BUSINESS

Introduction

The Sherwin-Williams Company, founded in 1866 and incorporated in Ohio in 1884, is engaged in the manufacture, distribution and sale of coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America. Our principal executive offices are located at 101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075, telephone (216) 566-2000. As used in this report, the terms “Sherwin-Williams,” “Company,” “we” and “our” mean The Sherwin-Williams Company and its consolidated subsidiaries unless the context indicates otherwise.

Available Information

We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. You may access these documents on the “Investor Relations” page of our website at www.sherwin.com.

We also make available free of charge on our website our Corporate Governance Guidelines, our Business Ethics Policy and the charters of our Audit Committee, our Compensation and Management Development Committee, and our Nominating and Corporate Governance Committee. You may access these documents in the “Corporate Governance” section on the “Investor Relations” page of our website at www.sherwin.com. Any person may receive a copy of any of these documents free of charge by writing to us at The Sherwin-Williams Company, 101 Prospect Avenue, N.W., Cleveland, Ohio 44115, Attention: Investor Relations.

Basis of Reportable Segments

We report our segment information in five reportable segments — Paint Stores, Consumer, Automotive Finishes, International Coatings (collectively, the “Operating Segments”) and Administrative — in accordance with Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosures about Segments of an Enterprise and Related Information.” SFAS No. 131 requires an enterprise to report segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources.

Our chief operating decision maker has been identified as our Chief Executive Officer because he has final authority over performance assessment and resource allocation decisions. Because of our global, diverse operations, our chief operating decision maker regularly receives discrete financial information about each reportable segment as well as a significant amount of additional financial information about certain aggregated divisions, business units and subsidiaries. Our chief operating decision maker uses all such financial information for performance assessment and resource allocation decisions. Factors considered in determining our five reportable segments include the nature of the business activities, existence of managers responsible for the operating and administrative activities and information presented to the Board of Directors. Our chief operating decision maker evaluates the performance of our Operating Segments and allocates resources based on profit or loss and cash generated from operations before income taxes, excluding corporate expenses and financing gains and losses. The accounting policies of our reportable segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements on pages 46 through 50 of our 2004 Annual Report, which is incorporated herein by reference.

Paint Stores Segment

The Paint Stores Segment consisted of 2,983 company-operated specialty paint stores in the United States, Canada, Virgin Islands, Puerto Rico and Mexico at December 31, 2004. Each division and business unit of the Segment is engaged in the related business activity of selling our own manufactured paints, coatings and related products to end-use customers. The acquisition of Duron, Inc. on September 1, 2004 was included in this

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Segment since the date of acquisition. During 2004, this Segment opened 67 net new stores, acquired 229, remodeled 10, relocated 35 and transferred one store to the Automotive Finishes Segment. The net new stores and acquired stores consisted of 294 stores in the United States, 3 in Canada and one closed in Mexico. In 2003, there were 45 net new stores opened or acquired (41 in the United States). In 2002, 70 net new stores were opened or acquired (62 in the United States). This Segment also manufactures original equipment manufacturer (OEM) product finishes sold through certain shared or dedicated paint stores (71, 72 and 69 at December 31, 2004, 2003 and 2002, respectively, included in store count above) and by direct outside sales representatives.

The Paint Stores Segment markets and sells Sherwin-Williams® branded architectural paints and coatings, industrial and marine products, OEM product finishes and related items throughout North America and the Caribbean. These products are produced by the manufacturing facilities of this Segment and the Consumer Segment. The loss of any single customer would not have a material adverse effect on the business of this Segment.

Consumer Segment

The Consumer Segment develops, manufactures and distributes a variety of paints, coatings and related products to third party customers and the Paint Stores Segment. The acquisition of Paint Sundry Brands Corporation on August 31, 2004 was included in this Segment since the date of acquisition. Approximately 47 percent of the total sales of the Consumer Segment in 2004, including inter-segment transfers, represented products sold through the Paint Stores Segment. Sales and marketing of certain control-branded and private labeled 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 Segment 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. This Segment incurred most of the Company’s capital expenditures related to ongoing environmental compliance measures.

Automotive Finishes Segment

The Automotive Finishes Segment develops, manufactures and distributes a variety of motor vehicle finish, refinish and touch-up products primarily throughout North and South America, the Caribbean Islands and Europe. This Segment also licenses certain technology and trade names worldwide. Sherwin-Williams® branded automotive finish and refinish products are distributed throughout North America primarily through this Segment’s network of 146 company-operated automotive branches in the United States and 19 in Canada. Additional automotive branches in Jamaica (15), Chile (17) and Peru (3) complete this Segment’s worldwide network. At December 31, 2004, this Segment included consolidated operations in 11 foreign countries and realized income from licensing agreements in 13 foreign countries.

International Coatings Segment

The International Coatings Segment develops, licenses, manufactures and distributes a variety of paints, coatings and related products worldwide. The majority of the sales from licensees and subsidiaries occur in South America, the Segment’s most important international market. This Segment sells its products through 29 company-operated specialty paint stores in Chile, 36 in Brazil, 5 in Uruguay and one in Argentina and by outside selling functions to dealers and other distributors. At December 31, 2004, this Segment included consolidated operations in 8 foreign countries, 4 foreign joint ventures and income from licensing agreements in 12 foreign countries.

Administrative Segment

The Administrative Segment includes the administrative expenses of our corporate headquarters site. This Segment includes interest expense which is unrelated to retail real estate leasing activities, investment income, certain foreign currency transaction losses related to dollar-denominated debt and foreign currency option and forward contracts, certain expenses related to closed facilities and environmental-related matters, and other expenses which are not directly associated with any Operating Segment. Administrative expenses do not include

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any significant foreign operations. 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 our use, including our headquarters site, and disposal of idle facilities. Sales of the Administrative Segment represent external leasing revenue of excess headquarters space or leasing of facilities no longer used by us in our operations. Gains and losses from the sale of property are not a significant operating factor in determining the performance of this Segment.

Segment Financial Information

For financial information regarding our reportable segments, including net external sales, operating profit, identifiable assets and other information by segment, see Note 18 of the Notes to Consolidated Financial Statements on pages 68 through 70 of our 2004 Annual Report, which is incorporated herein by reference.

Domestic and Foreign Operations

Financial and other information regarding domestic and foreign operations is set forth in Note 18 of the Notes to Consolidated Financial Statements on page 69 of our 2004 Annual Report, which is incorporated herein by reference.

Additional information regarding risks attendant to foreign operations is set forth on page 30 of our 2004 Annual Report under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” which is incorporated herein by reference.

Business Developments

For additional information regarding our business and business developments, see pages 6 through 17 of our 2004 Annual Report and the “Letter to Shareholders” on pages 2 through 5 of our 2004 Annual Report, which is incorporated herein by reference.

Raw Materials and Products Purchased for Resale

Raw materials and fuel supplies are generally available from various sources in sufficient quantities that none of the Operating Segments anticipate any significant sourcing problems during 2005. There are sufficient suppliers of each product purchased for resale that none of the Operating Segments anticipate any significant sourcing problems during 2005.

Seasonality

The majority of the sales for the Paint Stores, Consumer and Automotive Finishes Segments traditionally occur during the second and third quarters. The International Coatings Segment’s fourth quarter sales have traditionally been greater than the sales for any of the first three quarters. There is no significant seasonality in sales for the Administrative Segment.

Working Capital

In order to meet increased demand during the second and third quarters, the Company usually builds its inventories during the first quarter. Working capital items (inventory and receivables) are generally financed through short-term borrowings, which include the use of lines of credit and the issuance of commercial paper. For a description of the Company’s liquidity and capital resources, see pages 25 through 31 of our 2004 Annual Report under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

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Trademarks and Trade Names

Customer recognition of our trademarks and trade names collectively contribute significantly to our sales. The major trademarks and tradenames used by each Operating Segment are set forth below.

| • | Paint Stores
Segment: Sherwin-Williams®,
ProMar®, SuperPaint®, A-100®, PrepRite®,
Classic 99®, Duration®, Master Hide®,
Sher-Wood®, Powdura® and Duron®. |
| --- | --- |
| • | Consumer Segment: Thompson’s® WaterSeal®, Dutch Boy®, Martin
Senour®, Cuprinol®, Pratt & Lambert®,
H&C®, Rubberset®, Dupli-Color®, Minwax®,
White Lightning®, Krylon®, Formby’s®,
Purdy®, Bestt Liebco® and Accurate
Dispersions TM . |
| • | Automotive Finishes
Segment: Sherwin-Williams®,
Martin Senour®, Western™, Lazzuril™,
Excelo™, Baco™ and ScottWarren™. |
| • | International Coatings
Segment: Sherwin-Williams®, Dutch
Boy®, Krylon®, Kem-Tone®, Pratt &
Lambert®, Minwax®, Ronseal™, Colorgin™,
Globo™, Pulverlack™, Sumare™, Andina™,
Marson™, Tri-Flow®, Thompson’s®
WaterSeal® and Martin Senour®. |

Patents

Although patents and licenses are not of material importance to our business as a whole or any segment, the International Coatings Segment and the international operations of the Automotive Finishes Segment derive a portion of their income from the licensing of technology, trademarks and trade names to foreign companies.

Backlog and Productive Capacity

Backlog orders are not significant in the business of any Operating Segment since there is normally a short period of time between the placing of an order and shipment. Sufficient productive capacity currently exists to fulfill our needs for paint and coatings products through 2005.

Research and Development

For information regarding our costs of research and development included in technical expenditures, see Note 1 of the Notes to Consolidated Financial Statements on page 48 of our 2004 Annual Report, which is incorporated herein by reference.

Competition

We experience competition from many local, regional, national and international competitors of various sizes in the manufacture, distribution and sale of our paints, coatings and related products. We are a leading manufacturer and retailer of paints, coatings and related products to professional, industrial, commercial and retail customers, however, our competitive position varies for our different products and markets.

In the Paint Stores Segment, competitors include other paint and wallpaper stores, mass merchandisers, home centers, independent hardware stores, hardware chains and manufacturer-operated direct outlets. Product quality, service and price determine the competitive advantage for this Segment.

In the Consumer and International Coatings Segments, domestic and foreign competitors include manufacturers and distributors of branded and private labeled paints and coatings products. Technology, product quality, product innovation, breadth of product line, technical expertise, distribution, service and price are the key competitive factors for these Segments.

The Automotive Finishes Segment has numerous competitors in its domestic and foreign markets with broad product offerings and several others with niche products. Key competitive factors for this Segment include technology, product quality, distribution, service and price.

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The Administrative Segment has many competitors consisting of other real estate owners, developers and managers in areas in which this Segment owns property. The main competitive factors are the availability of property and price.

Employees

We employed 28,690 persons at December 31, 2004.

Environmental Compliance

For additional information regarding environmental-related matters, see pages 28 and 30 of our 2004 Annual Report under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, 9 and 13 of the Notes to Consolidated Financial Statements on pages 48, 60 and 61, and 65, respectively, of our 2004 Annual Report, which is incorporated herein by reference.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based upon management’s current expectations, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, anticipated future performance (including sales and earnings), expected growth, future business plans and the costs and potential liability for environmental-related matters and the lead pigment and lead-based paint litigation. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to” and similar expressions.

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 our control, that could cause actual results to differ materially from such statements and from our 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; |
| --- | --- |
| • | competitive factors, including pricing pressures
and product innovation and quality; |
| • | changes in raw material availability and pricing; |
| • | changes in our relationships with customers and
suppliers; |
| • | our ability to attain cost savings from
productivity initiatives; |
| • | our ability to successfully integrate past and
future acquisitions into our existing operations, as well as the
performance of the businesses acquired, including the
acquisitions of Duron, Inc. and Paint Sundry Brands Corporation; |
| • | changes in general domestic economic conditions
such as inflation rates, interest rates and tax rates; |
| • | risks and uncertainties associated with our
expansion into and our operations in China, South America and
other foreign markets, including inflation rates, recessions,
foreign currency exchange rates, foreign investment and
repatriation restrictions, unrest and other external economic
and political factors; |
| • | the achievement of growth in developing markets,
such as China, Mexico and South America; |
| • | increasingly stringent domestic and foreign
governmental regulations including those affecting the
environment; |

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| • | inherent uncertainties involved in assessing our
potential liability for environmental remediation-related
activities; |
| --- | --- |
| • | other changes in governmental policies, laws and
regulations, including changes in accounting policies and
standards and taxation requirements (such as new tax laws and
new or revised tax law interpretations); |
| • | the nature, cost, quantity and outcome of pending
and future litigation and other claims, including the lead
pigment and lead-based paint litigation and the affect of any
legislation and administrative regulations relating thereto; and |
| • | unusual weather conditions. |

Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

link1 "ITEM 2. PROPERTIES"

ITEM 2. PROPERTIES

We own our world headquarters located in Cleveland, Ohio, which includes the world headquarters for the Paint Stores, Consumer and International Coatings Segments. We also own the world headquarters for the Automotive Finishes Segment located in Warrensville Heights, Ohio. Our principal manufacturing and distribution facilities are located as set forth below. We believe our manufacturing and distribution facilities are well-maintained and are suitable and adequate, and have sufficient productive capacity to meet our current needs.

PAINT STORES SEGMENT

Manufacturing Facilities

Arlington, Texas Atlanta, Georgia Beltsville, Maryland Columbus, Ohio Greensboro, North Carolina Owned Owned Owned Owned Owned Grimsby, Ontario, Canada Ontario, California Rockford, Illinois Shanghai, China Spartanburg, South Carolina Owned Leased Leased Owned Leased

Distribution Facilities

Atlanta, Georgia Owned Beltsville, Maryland Owned

CONSUMER SEGMENT

Manufacturing Facilities

Andover, Kansas Baltimore, Maryland Bedford Heights, Ohio Chicago, Illinois Cincinnati, Ohio Coffeyville, Kansas Crisfield, Maryland Deshler, Ohio Emeryville, California Ennis, Texas Flora, Illinois Fort Erie, Ontario, Canada Fort Myers, Florida Garland, Texas Greensboro, North Carolina Owned Owned Owned Owned Owned Owned Leased Owned Owned Owned Owned Owned Owned Owned Owned Havre de Grace, Maryland Holland, Michigan Lawrenceville, Georgia Memphis, Tennessee Morrow, Georgia Norfolk, Virginia Olive Branch, Mississippi Orlando, Florida Philadelphia, Pennsylvania Portland, Oregon San Diego, California South Holland, Illinois Sylmar, California Vallejo, Mexico Victorville, California Owned Owned Owned Owned Owned Leased Owned Owned Owned Leased Leased Owned Leased Owned Owned

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Distribution Facilities

Atlanta, Georgia Bedford Heights, Ohio Effingham, Illinois Fredericksburg, Pennsylvania Guadalajara, Mexico Hermosillo, Mexico Memphis, Tennessee Mexico City, Mexico Leased Leased Leased Owned Leased Leased Leased Owned Monterrey, Mexico Reno, Nevada(2) San Juan, Puerto Rico Swaffham, England Vaughan, Ontario, Canada Waco, Texas Winter Haven, Florida Leased Leased Leased Leased Leased Leased Owned

AUTOMOTIVE FINISHES SEGMENT

Manufacturing Facilities

Aprilia, Italy Arica, Chile Kingston, Jamaica Richmond, Kentucky Leased Owned Owned Owned Santiago, Chile* Sao Paulo, Brazil Shanghai, China Texcoco, Mexico Owned Owned Owned Owned

Distribution Facilities

Aprilia, Italy Hermosilla, Mexico Kingston, Jamaica Mechelen, Belgium Monterrey, Mexico Perpignan, France Leased Leased Owned Leased Leased Leased Richmond, Kentucky Santiago, Chile* Sao Paulo, Brazil Texcoco, Mexico Valencia, Venezuela Zaragoza, Mexico Owned Owned Owned Leased Leased Owned

INTERNATIONAL COATINGS SEGMENT

Manufacturing Facilities

Buenos Aires, Argentina	Owned	Sao Paulo, Brazil(2)	Owned
Rio Grande do Sul, Brazil	Leased	Sheffield, England	Owned
Santiago, Chile*	Owned

Distribution Facilities

Buenos Aires, Argentina	Owned	Santiago, Chile*	Owned
Lima, Peru	Leased	Santiago, Chile	Leased
Rio Grande do Sul, Brazil	Leased	Sao Paulo, Brazil(2)	Owned

• This facility is shared between the Automotive Finishes and International Coatings Segments.

The operations of the Paint Stores Segment included 2,983 company-operated specialty paint stores, of which 221 were owned, in the United States, Canada, Virgin Islands, Puerto Rico and Mexico at December 31, 2004. These paint stores are divided into five separate operating divisions. The Chemical Coatings division is responsible for the manufacture of OEM product finishes and the sale of those products mainly through their 71 stores in the United States, Canada and Mexico. The remaining four divisions are responsible for the sale of predominantly architectural, industrial maintenance and related products through the paint stores located within their geographical region. At the end of 2004:

| • | the Mid Western Division operated 726 paint
stores primarily located in the midwestern and upper west coast
states; |
| --- | --- |
| • | the Eastern Division operated 381 paint
stores along the upper east coast and New England states
and Canada; |
| • | the Southeastern Division operated
1,054 paint stores principally covering the lower east and
gulf coast states, Puerto Rico and the Virgin Islands; and |
| • | the South Western Division operated
751 paint stores in the central plains, the lower west
coast states and Mexico. |

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In 2004, the Paint Stores Segment opened 67 net new paint stores, acquired 229, relocated 35 and transferred one store to the Automotive Finishes Segment.

The Automotive Finishes Segment included 146 company-operated automotive branches, of which one was owned, in the United States and 54 leased company-operated branches in Canada (19), Chile (17), Jamaica (15) and Peru (3) at December 31, 2004.

The International Coatings Segment included 71 company-operated specialty paint stores, of which 5 were owned, in Chile (29), Brazil (36), Uruguay (5) and Argentina (1) at December 31, 2004.

Except for one idle warehouse facility, all real property within the Administrative Segment is owned by us. For additional information regarding real property within the Administrative Segment, see the information set forth in Item 1 of this report, which is incorporated herein by reference.

For additional information regarding real property leases, see Note 17 of the Notes to Consolidated Financial Statements on page 67 of our 2004 Annual Report, which is incorporated herein by reference.

link1 "ITEM 3. LEGAL PROCEEDINGS"

ITEM 3. LEGAL PROCEEDINGS

For information regarding environmental-related matters and other legal proceedings, see pages 28 through 30 of our 2004 Annual Report under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, 9 and 13 of the Notes to Consolidated Financial Statements on pages 48, 60 and 61, and 65, respectively, of our 2004 Annual Report, which is incorporated herein by reference.

link1 "ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS"

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the fourth quarter of 2004.

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link1 "EXECUTIVE OFFICERS OF THE REGISTRANT"

EXECUTIVE OFFICERS OF THE REGISTRANT

The following is the name, age and present position of each of our executive officers on March 10, 2005, as well as all prior positions held by each during the last five years and the date when each was first elected or appointed as an executive officer. Executive officers are generally elected annually by the Board of Directors and hold office until their successors are elected and qualified or until their earlier death, resignation or removal.

			Date When
			First Elected
Name	Age	Present Position	or Appointed
Christopher M. Connor	48	Chairman and Chief Executive Officer, Director	1994
Joseph M. Scaminace	51	President and Chief Operating Officer, Director	1994
Sean P. Hennessy	47	Senior Vice President — Finance and
Chief Financial Officer	2001
Thomas E. Hopkins	47	Senior Vice President — Human Resources	1997
Conway G. Ivy	63	Senior Vice President — Corporate
Planning and Development	1979
John L. Ault	59	Vice President — Corporate Controller	1987
Blair P. LaCour	58	President & General Manager, Automotive
Division	2004
John G. Morikis	41	President, Paint Stores Group	1999
Thomas W. Seitz	56	President & General Manager, Consumer Division	1999
Louis E. Stellato	54	Vice President, General Counsel and Secretary	1989
Alexander Zalesky	45	President & General Manager, International
Division	2002

Mr. Connor has served as Chairman since April 2000 and Chief Executive Officer since October 1999. Mr. Connor served as Vice Chairman from October 1999 to April 2000. Mr. Connor has served as a Director since October 1999. Mr. Connor has been employed with the Company since January 1983.

Mr. Scaminace has served as President and Chief Operating Officer since October 1999. Mr. Scaminace has served as a Director since October 1999. Mr. Scaminace has been employed with the Company since April 1983.

Mr. Hennessy has served as Senior Vice President — Finance and Chief Financial Officer since August 2001 and also served as Treasurer from August 2001 to August 2002. Mr. Hennessy served as Vice President — Controller, Consumer Group from February 2000 to August 2001 and Senior Vice President & Director, Chemical Coatings, Paint Stores Group from July 1997 to February 2000. Mr. Hennessy has been employed with the Company since September 1984.

Mr. Hopkins has served as Senior Vice President — Human Resources since February 2002. Mr. Hopkins served as Vice President — Human Resources from August 1997 to February 2002. Mr. Hopkins has been employed with the Company since September 1981.

Mr. Ivy has served as Senior Vice President — Corporate Planning and Development since February 2002. Mr. Ivy served as Vice President — Corporate Planning and Development from April 1992 to February 2002. Mr. Ivy has been employed with the Company since March 1979.

Mr. Ault has served as Vice President — Corporate Controller since January 1987. Mr. Ault has been employed with the Company since June 1976.

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Mr. LaCour has served as President & General Manager, Automotive Division since September 2004. Mr. LaCour served as President & General Manager, Mid Western Division, Paint Stores Group from September 1992 to September 2004. Mr. LaCour has been employed with the Company since May 1981.

Mr. Morikis has served as President, Paint Stores Group since October 1999. Mr. Morikis has been employed with the Company since December 1984.

Mr. Seitz has served as President & General Manager, Consumer Division since January 2001. Mr. Seitz served as President, Consumer Group from October 1999 to January 2001. Mr. Seitz has been employed with the Company since June 1970.

Mr. Stellato has served as Vice President, General Counsel and Secretary since July 1991. Mr. Stellato has been employed with the Company since July 1981.

Mr. Zalesky has served as President & General Manager, International Division, since October 2002. Prior to joining the Company, Mr. Zalesky was General Manager, Global Coatings, of Eastman Chemical Co. from July 2000 to October 2002, and attended and graduated from the Sloan Fellows Program at the Massachusetts Institute of Technology from June 1999 to July 2000. Mr. Zalesky has been employed with the Company since October 2002.

link1 "PART II"

PART II

link1 "ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES"

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange and traded under the symbol SHW. The number of shareholders of record at February 28, 2005 was 10,999.

Information regarding market prices and dividend information with respect to our common stock is set forth on page 71 of our 2004 Annual Report, which is incorporated herein by reference.

The following table sets forth a summary of the Company’s repurchase of common stock during the fourth quarter of 2004.

			Total Number — of Shares	Maximum
	Total		Purchased as	Number of Shares
	Number of	Average	Part of Publicly	That May Yet Be
	Shares	Price Paid	Announced	Purchased Under
Period	Purchased	Per Share	Plan	the Plan
October 1 – October 31
Share repurchase program (1)	214,700	$ 42.08	214,700	11,658,300
Employee transactions (2)				N/A
November 1 – November 30
Share repurchase program (1)	803,200	$ 44.63	803,200	10,855,100
Employee transactions (2)	2,973	$ 44.61		N/A
December 1 – December 31
Share repurchase program (1)	432,100	$ 44.26	432,100	10,423,000
Employee transactions (2)				N/A
Total
Share repurchase program (1)	1,450,000	$ 44.14	1,450,000	10,423,000
Employee transactions (2)	2,973	$ 44.61		N/A

| (1) | All shares were purchased through the
Company’s 20.0 million share repurchase program
publicly announced on October 24, 2003. There is no
expiration date specified for the program. The Company intends
to repurchase stock under the program in the future. |
| --- | --- |
| (2) | All shares were delivered to satisfy the exercise
price and/or tax withholding obligations by employees who
exercised stock options. |

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link1 "ITEM 6. SELECTED FINANCIAL DATA"

ITEM 6. SELECTED FINANCIAL DATA

(millions of dollars, except per share data)

	2004
Operations
Net sales	$ 6,114	$	5,408	$	5,185	$	5,066	$	5,212
Income before cumulative effect of change in
accounting principle	393		332		311		263		16	(a)
Cumulative effect of change in accounting
principle					(183	)
Net income	393		332		128		263		16	(a)
Financial Position
Total assets	$ 4,274	$	3,683	$	3,432	$	3,628	$	3,751	(a)
Long-term debt	488		503		507		504		621
Ratio of earnings to fixed charges (b)	7.0	x	6.8	x	6.5	x	5.2	x	2.4	x(a)
Per Common Share Data
Income before cumulative effect of change in
accounting principle — basic	$ 2.79	$	2.29	$	2.07	$	1.69	$	.10	(a)
Income before cumulative effect of change in
accounting principle — diluted	2.72		2.26		2.04		1.68		.10	(a)
Net income — basic	2.79		2.29		.85		1.69		.10	(a)
Net income — diluted	2.72		2.26		.84		1.68		.10	(a)
Cash dividends	.68		.62		.60		.58		.54

(a) Amount includes an impairment of goodwill and fixed assets charge of $294 million ($1.80 per share) after tax.

(b) For purposes of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes and cumulative effect of change in accounting principle plus fixed charges. Fixed charges consist of interest expense, net, including amortization of discount and financing costs and the portion of operating rental expense which management believes is representative of the interest component of rent expense.

link1 "ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information required by this item is set forth on pages 22 through 36 of our 2004 Annual Report under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

link1 "ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK"

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk associated with interest rates and foreign currency exposure. We utilize derivative instruments as part of our overall financial risk management policy, but do not use derivative instruments for speculative or trading purposes. The Company has partially hedged risks associated with fixed interest rate debt by entering into various interest rate swap agreements. These interest rate swap contracts are described in detail in Note 8 of the Notes to Consolidated Financial Statements on pages 59 and 60 of our 2004 Annual Report. We do not believe that any potential loss related to interest rate exposure will have a material adverse effect on our financial condition, results of operations or cash flows. We also entered into foreign currency option and forward contracts to hedge against value changes in foreign currency. Foreign currency option and forward contracts are described in detail in Note 13 of the Notes to Consolidated Financial Statements on page 65 of our 2004 Annual Report. We believe we may experience continuing losses from foreign currency translation. However, we do not expect currency translation, transaction or hedging contract losses to have a material adverse effect on our financial condition, results of operations or cash flows.

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link1 "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA"

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is set forth on page 37 and pages 41 through 70 of our 2004 Annual Report under the captions entitled “Report of Management on the Consolidated Financial Statements,” “Report of the Independent Registered Public Accounting Firm on the Consolidated Financial Statements,” “Consolidated Balance Sheets,” “Statements of Consolidated Income,” “Statements of Consolidated Cash Flows,” “Statements of Consolidated Shareholders’ Equity and Comprehensive Income,” and “Notes to Consolidated Financial Statements,” which is incorporated herein by reference. Unaudited quarterly data is set forth in Note 16 of the Notes to Consolidated Financial Statements on page 67 of our 2004 Annual Report, which is incorporated herein by reference.

link1 "ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE"

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

link1 "ITEM 9A. CONTROLS AND PROCEDURES"

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chairman and Chief Executive Officer and our Senior Vice President — Finance and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chairman and Chief Executive Officer and our Senior Vice President — Finance and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be disclosed by us in our periodic SEC reports.

Internal Control Over Financial Reporting

The Report of Management on Internal Control over Financial Reporting is set forth on page 38 of our 2004 Annual Report, which is incorporated herein by reference.

The Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting is set forth on pages 39 and 40 of our 2004 Annual Report, which is incorporated herein by reference.

There were no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

link1 "PART III"

PART III

link1 "ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT"

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The information regarding our directors is set forth under the caption entitled “Election of Directors (Proposal 1)” in our Proxy Statement, which is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors during 2004. Please refer to the information set forth under the caption “Board Meetings and Committee Membership — Nominating and Corporate Governance Committee” in our Proxy Statement, which is incorporated herein by reference.

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Executive Officers

The information regarding our executive officers is set forth under the caption entitled “Executive Officers of the Registrant” in Part I of this report, which is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

The information regarding compliance with Section 16 of the Securities Exchange Act of 1934 is set forth under the caption entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement, which is incorporated herein by reference.

Audit Committee

The information regarding the Audit Committee of our Board of Directors and the information regarding “audit committee financial experts” are set forth under the caption entitled “Board Meetings and Committee Membership” in our Proxy Statement, which is incorporated herein by reference.

Code of Ethics

We have adopted a Business Ethics Policy, which applies to all of our directors, officers and employees. Our Business Ethics Policy includes additional ethical obligations for our senior financial management (which includes our chief executive officer, our chief financial officer, and the controller, treasurer and principal financial and accounting personnel in our operating groups and corporate departments). Please refer to the information set forth under the caption “Corporate Governance — Business Ethics Policy” in our Proxy Statement, which is incorporated herein by reference. Our Business Ethics Policy is available in the “Corporate Governance” section on the “Investor Relations” page of our website at www.sherwin.com. Any person may receive a copy without charge by writing to us at: The Sherwin-Williams Company, 101 Prospect Avenue, N.W., Cleveland, Ohio, 44115, Attention: Investor Relations.

We intend to disclose on our website any amendment to, or waiver from, a provision of our Business Ethics Policy that applies to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, and that is required to be publicly disclosed pursuant to the rules of the Securities and Exchange Commission.

link1 "ITEM 11. EXECUTIVE COMPENSATION"

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is set forth on pages 12 through 22 of our Proxy Statement and under the caption entitled “Compensation of Directors” in our Proxy Statement, which is incorporated herein by reference.

link1 "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS"

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information regarding security ownership of certain beneficial owners and management is set forth under the captions entitled “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement, which is incorporated herein by reference.

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link1 "Equity Compensation Plan Information"

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued under our equity compensation plans at December 31, 2004.

			Number of securities
			remaining available for
	Number of securities		future issuance under
	to be issued upon	Weighted-average	equity compensation
	exercise of	exercise price of	plans (excluding
	outstanding options,	outstanding options,	securities reflected in
Plan category	warrants and rights	warrants and rights	column(a))
	(a)	(b)	(c)
Equity compensation plans approved by security
holders 1,2	13,286,833	$ 28.14	4,867,314
Equity compensation plans not approved by
security holders	0	—	—
Total	13,286,833	$ 28.14	4,867,314

| 1 | Column (a) represents the number of shares
of common stock that may be issued in connection with the
exercise of outstanding stock options granted under The
Sherwin-Williams Company 1994 Stock Plan, The Sherwin-Williams
Company 1997 Stock Plan for Nonemployee Directors and The
Sherwin-Williams Company 2003 Stock Plan. The 1994 Stock Plan
expired on February 16, 2003, although outstanding stock
options and restricted stock continue in force in accordance
with their terms. |
| --- | --- |
| 2 | Column (c) includes 4,665,647 shares of
common stock remaining available for future awards of stock
options, stock appreciation rights and restricted stock under
the 2003 Stock Plan and 201,667 shares of common stock
remaining available for future awards of stock options and
restricted stock under the 1997 Stock Plan. |

link1 "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS"

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth under the captions entitled “Certain Relationships and Related Transactions,” “Compensation of Directors” and “Independence of Directors” in our Proxy Statement, which is incorporated herein by reference.

link1 "ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES"

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is set forth under the caption entitled “Matters Relating to the Independent Registered Public Accounting Firm” in our Proxy Statement, which is incorporated herein by reference.

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link1 "PART IV"

PART IV

link1 "ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES"

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements
	The following consolidated financial statements
of the Company included in our 2004 Annual Report are
incorporated by reference in Item 8.
	(i)	Report of Management on the Consolidated
Financial Statements (page 37 of our 2004 Annual Report);
	(ii)	Report of the Independent Registered Public
Accounting Firm on the Consolidated Financial Statements
(page 41 of our 2004 Annual Report);
	(iii)	Consolidated Balance Sheets at December 31,
2004, 2003 and 2002 (page 42 of our 2004 Annual Report);
	(iv)	Statements of Consolidated Income for the years
ended December 31, 2004, 2003 and 2002 (page 43 of our
2004 Annual Report);
	(v)	Statements of Consolidated Cash Flows for the
years ended December 31, 2004, 2003 and 2002 (page 44
of our 2004 Annual Report);
	(vi)	Statements of Consolidated Shareholders’
Equity and Comprehensive Income for the years ended
December 31, 2004, 2003 and 2002 (page 45 of our 2004
Annual Report); and
	(vii)	Notes to Consolidated Financial Statements for
the years ended December 31, 2004, 2003 and 2002
(pages 46 through 70 of our 2004 Annual Report).
(2)	Financial Statement Schedule
		Schedule II — Valuation and Qualifying
Accounts and Reserves for the years ended December 31,
2004, 2003 and 2002 is set forth below. All other schedules for
which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable and therefore have
been omitted.

Valuation and Qualifying Accounts and Reserves

(Schedule II)
Changes in the allowance for doubtful accounts
were as follows:

Beginning balance	2004 — $ 26,978	$	26,405	$	25,911
Bad debt expense	19,404		22,273		28,374
Uncollectible accounts written off, net of
recoveries	(15,640	)	(21,700	)	(27,880	)
Ending balance	$ 30,742	$	26,978	$	26,405

(3)
See the Exhibit Index on pages 18 through 20
of this report.

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 10, 2005.

THE SHERWIN-WILLIAMS COMPANY

By: /s/ L. E. STELLATO

L. E. Stellato, Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on March 10, 2005.

| * C. M. CONNOR C. M. Connor | Chairman and Chief Executive Officer, Director
(Principal Executive Officer) |
| --- | --- |
| * J. M. SCAMINACE J. M. Scaminace | President and Chief Operating Officer, Director |
| * S. P. HENNESSY S. P. Hennessy | Senior Vice President — Finance and
Chief Financial Officer (Principal Financial Officer) |
| * J. L. AULT J. L. Ault | Vice President — Corporate Controller
(Principal Accounting Officer) |
| * J. C. BOLAND J. C. Boland | Director |
| * J. G. BREEN J. G. Breen | Director |
| * D. E. COLLINS D. E. Collins | Director |
| * D. E. EVANS D. E. Evans | Director |
| * S. J. KROPF S. J. Kropf | Director |
| * R. W. MAHONEY R. W. Mahoney | Director |
| * G. E. McCULLOUGH G. E. McCullough | Director |
| * A. M. MIXON, III A. M. Mixon, III | Director |

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* C. E. MOLL C. E. Moll	Director
* R. K. SMUCKER R. K. Smucker	Director

• The undersigned, by signing his name hereto, does sign this report on behalf of the designated officers and directors of The Sherwin-Williams Company pursuant to Powers of Attorney executed on behalf of each such officer and director and filed as exhibits to this report.

By: /s/ L. E. STELLATO L. E. Stellato, Attorney-in-fact March 10, 2005

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link1 "EXHIBIT INDEX"

EXHIBIT INDEX

| 3. | (a) | Amended and Restated Articles of Incorporation of
the Company, as amended through May 1, 2001, filed as
Exhibit 3(a) to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2001, and
incorporated herein by reference. |
| --- | --- | --- |
| | (b) | Amendment to Amended and Restated Articles of
Incorporation of the Company, dated August 26, 2003, filed
as Exhibit 4 to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
2003, and incorporated herein by reference. |
| | (c) | Regulations of the Company, as amended and
restated April 28, 2004, filed as Exhibit 3 to the
Company’s Current Report on Form 8-K dated
June 10, 2004, and incorporated herein by reference. |
| 4. | (a) | Indenture between the Company and Chemical Bank,
as Trustee, dated as of February 1, 1996, filed as
Exhibit 4(a) to Form S-3 Registration Statement
Number 333-01093, dated February 20, 1996, and
incorporated herein by reference. |
| | (b) | Five-Year Competitive Advance and Revolving
Credit Facility Agreement, dated as of July 19, 2004, among
the Company, the Lenders party thereto, JPMorgan Chase Bank, as
Administrative Agent, Wachovia Bank, National Association, as
Syndication Agent, and Bank of America, N.A., Citicorp USA,
Inc., and National City Bank, as Co-Documentation Agents, filed
as Exhibit 10 to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30,
2004, and incorporated herein by reference. |
| | (c) | Indenture between Sherwin-Williams Development
Corporation, as Issuer, the Company, as Guarantor, and Harris
Trust and Savings Bank, as Trustee, dated June 15, 1986,
filed as Exhibit 4(b) to Form S-3 Registration Statement Number
33-6626, dated June 20, 1986, and incorporated herein by
reference. |
| | (d) | Rights Agreement between the Company and The Bank
of New York, as successor Rights Agent to KeyBank National
Association, dated April 23, 1997, filed as Exhibit 1
to Form 8-A, dated April 24, 1997, and incorporated herein
by reference. |
| 10. | (a) | Form of Director, Executive Officer and Corporate
Officer Indemnity Agreement filed as Exhibit 10(a) to the
Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, and incorporated herein by reference. |
| | (b) | Employment Agreement, dated March 16, 1979,
between C.G. Ivy and the Company filed as Exhibit 28(b) to Form
S-3 Registration Statement Number 33-22705, dated June 24,
1988, and incorporated herein by reference. |
| | (c) | Amendment to Employment Agreement, dated February
22, 1996, between C.G. Ivy and the Company filed as Exhibit
10(c) to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated
herein by reference. |
| | (d) | Summary of Compensation Payable to Non-Employee
Directors (filed herewith). |
| | (e) | Summary of Base Salary and Annual Incentive
Compensation Payable to Named Executive Officers (filed
herewith). |
| | (f) | Forms of Severance Pay Agreements filed as
Exhibit 10(b) to the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended June 30,
1997, and incorporated herein by reference. |
| | (g) | Schedule of Certain Executive Officers who
are Parties to the Severance Pay Agreements in the forms
referred to in Exhibit 10(f) filed as Exhibit 10(c) to
the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2004, and incorporated
herein by reference. |
| | (h) | The Sherwin-Williams Company Deferred
Compensation Savings and Pension Equalization Plan, dated
July 24, 2002, filed as Exhibit 10(b) to the
Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, and incorporated
herein by reference. |
| | *(i) | The Sherwin-Williams Company Revised Key
Management Deferred Compensation Plan, dated July 24, 2002,
filed as Exhibit 10(d) to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 2002, and incorporated herein by reference. |

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| (j) | The Sherwin-Williams Company Executive Disability
Income Plan filed as Exhibit 10(g) to the Company’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference. |
| --- | --- |
| (k) | The Sherwin-Williams Company Executive Life
Insurance Plan filed as Exhibit 10(h) to the Company’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference. |
| (l) | The Sherwin-Williams Company Management
Compensation Program filed as Exhibit 10(c) to the
Company’s Current Report on Form 8-K dated
February 2, 2005, and incorporated herein by reference. |
| (m) | The Sherwin-Williams Company 1994 Stock Plan, as
amended and restated in its entirety, effective July 26,
2000, filed as Exhibit 10(b) to the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2000, and incorporated herein by
reference. |
| (n) | The Sherwin-Williams Company 2003 Stock Plan,
dated January 1, 2003, filed as Exhibit 10(a) to the
Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2002, and incorporated
herein by reference. |
| (o) | Form of Restricted Stock Grant under The
Sherwin-Williams Company 2003 Stock Plan, filed as
Exhibit 10(a) to the Company’s Current Report on
Form 8-K dated February 2, 2005, and incorporated
herein by reference. |
| (p) | Form of Stock Option Grant under The
Sherwin-Williams Company 2003 Stock Plan, filed as
Exhibit 10(b) to the Company’s Current Report on
Form 8-K dated February 2, 2005, and incorporated
herein by reference. |
| (q) | The Sherwin-Williams Company 1997 Stock Plan for
Nonemployee Directors, dated April 23, 1997, filed as
Exhibit 10(b) to the Company’s Quarterly Report
on Form 10-Q for the quarterly period ended March 31,
1997, and incorporated herein by reference. |
| (r) | Form of Restricted Stock Grant under The
Sherwin-Williams Company 1997 Stock Plan for Nonemployee
Directors, filed as Exhibit 10(a) to the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, and incorporated herein by
reference. |
| (s) | Form of Stock Option Grant under The
Sherwin-Williams Company 1997 Stock Plan for Nonemployee
Directors, filed as Exhibit 10(b) to the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, and incorporated herein by
reference. |
| (t) | The Sherwin-Williams Company Director Deferred
Fee Plan (1997 Amendment and Restatement), dated April 23,
1997, filed as Exhibit 10(a) to the Company’s
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997, and incorporated herein by reference. |
| (u) | Consulting Agreement, dated May 1, 2000,
between John G. Breen and the Company filed as
Exhibit 10(b) to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30,
2000, and incorporated herein by reference. |
| (v) | Amended and Restated Split-Dollar Life Insurance
Agreement, dated August 18, 2000, among the Company,
National City Bank and John G. Breen filed as
Exhibit 10(c) to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
2000, and incorporated herein by reference. |
| (w) | Salary Continuation and Death Benefit Plan
Agreement, dated August 18, 2000, between John G.
Breen and the Company filed as Exhibit 10(d) to the
Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2000, and incorporated
herein by reference. |
| (x) | Form of Individual Grantor Trust Participation
Agreement filed as Exhibit 10(a) to the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended
September 30, 2003, and incorporated herein by reference. |
| (y) | Schedule of Certain Executive Officers who are
Parties to the Individual Grantor Trust Participation Agreements
in the form referred to in Exhibit 10(x) (filed herewith). |
| *(z) | The Sherwin-Williams Company Business Travel
Accident Insurance Plan (filed herewith). |

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| 13. | | Our 2004 Annual Report, portions of which are
incorporated herein by reference (filed herewith). With the
exception of those portions of our 2004 Annual Report which are
specifically incorporated by reference in this report, our 2004
Annual Report shall not be deemed “filed” as part of
this report. |
| --- | --- | --- |
| 21. | | Subsidiaries (filed herewith). |
| 23. | | Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm (filed herewith). |
| 24. | (a) | Powers of Attorney (filed herewith). |
| | (b) | Certified Resolution Authorizing Signature by
Power of Attorney (filed herewith). |
| 31. | (a) | Rule 13a-14(a)(15d-14(a) Certification of
Chief Executive Officer (filed herewith). |
| | (b) | Rule 13a-14(a)/15d-14(a) Certification of
Chief Financial Officer (filed herewith). |
| 32. | (a) | Section 1350 Certification of Chief
Executive Officer (filed herewith). |
| | (b) | Section 1350 Certification of Chief
Financial Officer (filed herewith). |
| *Management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to Item
14(c) of Form 10-K. | | |

20