SHW 10-K Annual Report Dec. 31, 2021 | Alphaminr
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SHW 10-K Fiscal year ended Dec. 31, 2021

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SHERWIN WILLIAMS CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Significant Accounting PoliciesNote 2 Recently Issued Accounting PronouncementsNote 3 Acquisitions and DivestituresNote 4 InventoriesNote 5 Long-lived Assets, Including Goodwill and Intangible AssetsNote 6 DebtNote 7 Pension, Health Care and Other Postretirement BenefitsNote 8 LeasesNote 9 Other Long-term LiabilitiesNote 10 LitigationNote 11 Capital StockNote 12 EsopNote 13 Stock-based CompensationNote 14 Accumulated Other Comprehensive LossNote 15 Derivatives and HedgingNote 16 Fair Value MeasurementsNote 17 RevenueNote 18 Other Expense (income)Note 19 Income TaxesNote 20 Net Income Per ShareNote 21 Reportable Segment InformationNote 22 Summary Of Quarterly Results Of Operations (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2. Agreement and Plan of Merger, among the Company, Viking Merger Sub, Inc., and The Valspar Corporation, dated as of March 19, 2016, filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated March 19, 2016, and incorporated herein by reference. 3. (a) Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit3 to the Company's Current Report on Form 8-K dated February 18, 2015, and incorporated herein by reference. (b) Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3.1 to the Companys Current Report on Form 8-K dated March 3, 2021, and incorporated herein by reference. (c) Regulations of the Company, as amended and restated October 17, 2018, filed as Exhibit3.1 to the Company's Current Report on Form8-K dated October 17, 2018, and incorporated herein by reference. 4. (a) Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (filed herewith). (c) Second Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference. (d) Third Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference. (e) Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. (f) First Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. (g) Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference. (h) Third Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference. (i) Fourth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference. (j) Fifth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference. (k) Sixth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.4 to the Companys Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference. (l) Seventh Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit 4.5 to the Companys Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference. (m) Eighth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference. (n) Ninth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference. (o) Tenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference. (p) Eleventh Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.4 to the Companys Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference. (q) Twelfth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit 4.5 to the Companys Current Report on Form 8-K dated June 2, 2017, and incorporated herein by reference. (r) Thirteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated August 26, 2019 (including Form of Note), filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated August 26, 2019, and incorporated herein by reference. (s) Fourteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated August 26, 2019 (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated August 26, 2019, and incorporated herein by reference. (t) Fifteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated March 17, 2020 (including Form of Note), filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated March 17, 2020, and incorporated herein by reference. (u) Sixteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated March 17, 2020 (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated March 17, 2020, and incorporated herein by reference. (v) Seventeenth Supplemental Indenture by and between the Company and U.S. Bank National Association, as trustee, dated November 10, 2021 (including Form of Note), filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 10, 2021, and incorporated herein by reference. (w) Eighteenth Supplemental Indenture by and between the Company and U.S. Bank National Association, as Trustee, dated November 10, 2021 (including Form of Note), filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated November 10, 2021, and incorporated herein by reference. (x) Credit Agreement, dated as of June 29, 2021, by and among the Company, Sherwin-Williams Canada Inc. and Sherwin-Williams Luxembourg S. r.l., as borrowers, the lenders party thereto, the issuing lenders party thereto and Citibank, N.A., as administrative agent, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 29, 2021, and incorporated herein by reference. (y) Credit Agreement, dated as of May 9, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference. (z) Agreement for Letter of Credit, dated as of May 9, 2016, by and between the Company and Citibank, N.A. filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated May 9, 2016, and incorporated herein by reference. (aa) Amendment No. 1 to the Credit Agreement, dated as of May 12, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 12, 2016, and incorporated herein by reference. (bb) Amendment No. 2 to the Credit Agreement, dated as of June 20, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 20, 2016, and incorporated herein by reference. (cc) Amendment No. 3 to the Credit Agreement, dated as of August 1, 2016, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated August 1, 2016, and incorporated herein by reference. (dd) Amendment No. 4 to the Credit Agreement, dated as of January 31, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated January 31, 2017, and incorporated herein by reference. (ee) Amendment No. 5 to the Credit Agreement, dated as of February 13, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 13, 2017, and incorporated herein by reference. (ff) Amendment No. 6 to the Credit Agreement, dated as of February 27, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 27, 2017, and incorporated herein by reference. (gg) Amendment No. 7 to the Credit Agreement, dated as of May 8, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 8, 2017, and incorporated herein by reference. (hh) Amendment No. 8 to the Credit Agreement, dated as of May 11, 2017, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 11, 2017, and incorporated herein by reference. (ii) Amendment No. 9 to the Credit Agreement, dated as of February 27, 2018, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 27, 2018, and incorporated herein by reference. (jj) Amendment No. 10 to the Credit Agreement, dated as of July 26, 2018, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated July 26, 2018, and incorporated herein by reference. (kk) Amendment No. 11 to the Credit Agreement, dated as of September 14, 2020, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 14, 2020, and incorporated herein by reference. (ll) Amendment No. 12 to the Credit Agreement, dated as of November 9, 2020, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 9, 2020, and incorporated herein by reference. (mm) Amendment No. 13 to the Credit Agreement, dated as of December 7, 2020, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated December 7, 2020, and incorporated herein by reference. (nn) Amendment No. 14 to the Credit Agreement, dated as of February 16, 2021, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 16, 2021, and incorporated herein by reference. (oo) Amendment No. 15 to the Credit Agreement, dated as of May 3, 2021, by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 3, 2021, and incorporated herein by reference. (pp) Amendment No. 1 to the Agreement for Letter of Credit, dated as of July 26, 2018, by and between the Company and Citibank, N.A., filed as Exhibit 4.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, and incorporated herein by reference. (qq) Amended andRestated Credit Agreement, dated as of August 2, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated August 2, 2021, and incorporated herein by reference. (rr) AmendmentNo. 1 to the Amended and Restated Credit Agreement, dated as of August 6, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated August 6, 2021, and incorporated herein by reference. (ss) AmendmentNo. 2 to the Amended and Restated Credit Agreement, dated as of November 18, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 18, 2021, and incorporated herein by reference. (tt) AmendmentNo. 3 to the Amended and Restated Credit Agreement, dated as of November 30, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1tothe Companys Current Report on Form 8-K dated November 30, 2021, and incorporated herein by reference. 10. **(a) Forms of Amended and Restated Severance Agreements filed as Exhibit 10(e) to the Company's Annual Report on Form10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference. **(b) Scheduleof Executive Officers who are Parties to the Amended and Restated Severance Agreements in the forms referred to in Exhibit10(a) above (filed herewith). **(c) Amended and Restated Aircraft Time Sharing Agreement between the Company and John G. Morikis, dated October 1, 2019, filed as Exhibit 10(c) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference. **(d) The Sherwin-Williams Company 2005 Deferred Compensation Savings and Pension Equalization Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(e) to the Company's Annual Report on Form10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference. **(e) The Sherwin-Williams Company 2005 Key Management Deferred Compensation Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(f) to the Company's Annual Report on Form10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference. **(f) Adoption Agreement for The Valspar Corporation Nonqualified Deferred Compensation Plan filed as Exhibit 10.1 to The Valspar Corporations Current Report on Form 8-K dated May 15, 2014, and incorporated herein by reference. **(g) The Valspar Corporation Nonqualified Deferred Compensation Plan filed as Exhibit 10.2 to The Valspar Corporations Current Report on Form 8-K dated May 15, 2014, and incorporated herein by reference. **(h) Amendment to Valspar Corporation Nonqualified Deferred Compensation Plan and Adoption Agreement filed as Exhibit 10.1 to The Valspar Corporations Current Report on Form 8-K dated September 27, 2016, and incorporated herein by reference. **(i) The Sherwin-Williams Company 2005 Director Deferred Fee Plan (Amended and Restated Effective as of January 1, 2019) filed as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference. **(k) Amendment Number One to The Sherwin-Williams Company Executive Disability Income Plan filed as Exhibit 10(l) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference. **(l) Summary of The Sherwin-Williams Company Revised Executive Disability Plan filed as Exhibit 10(o) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference. **(m) The Sherwin-Williams Company 2008 Amended and Restated Executive Life Insurance Plan filed as Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended December31, 2009, and incorporated herein by reference. **(n) The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017) filed as Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference. **(o) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, and incorporated herein by reference. **(p) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(z) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference. **(q) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(x) to the Company's Annual Report on Form10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference. **(r) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, and incorporated herein by reference. **(s) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(p) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference. **(t) Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(x) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference. **(u) Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(s) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference. **(v) Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference. **(w) Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (filed herewith). **(x) The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, and incorporated herein by reference. **(y) Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors filed as Exhibit 10(gg) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference. **(z) The Sherwin-Williams Company 2007 Executive Annual Performance Bonus Plan (Amended and Restated as of April 19, 2017) filed as Exhibit 10(w) to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference. **(aa) The Sherwin-Williams Company Key Employee Separation Plan as Amended and Restated Effective March 1, 2022(filed herewith). 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) Rule13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). (b) Rule13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith). 32. (a) Section1350 Certification of Chief Executive Officer (furnished herewith). (b) Section1350 Certification of Chief Financial Officer (furnished herewith).