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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2024
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to             
Commission file number 1-04851
THE SHERWIN-WILLIAMS COMPANY
(Exact name of registrant as specified in its charter)
Ohio34-0526850
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
101 West Prospect Avenue 
Cleveland,Ohio44115-1075
(Address of principal executive offices)(Zip Code)
(216) 566-2000
(Registrant’s telephone number including area code)
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value of $0.33-1/3 per shareSHWNew York Stock Exchange

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.33-1/3 Par Value – 252,257,630 shares as of June 30, 2024.



TABLE OF CONTENTS
 








PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
(in millions, except per share data)
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Net sales$6,271.5 $6,240.6 $11,638.8 $11,683.0 
Cost of goods sold3,208.1 3,368.3 6,044.4 6,389.8 
Gross profit3,063.4 2,872.3 5,594.4 5,293.2 
Percent to net sales48.8 %46.0 %48.1 %45.3 %
Selling, general and administrative expenses1,845.7 1,760.0 3,645.5 3,453.0 
Percent to net sales29.4 %28.2 %31.3 %29.6 %
Other general income - net(33.6)(32.5)(31.6)(22.0)
Impairment 34.0  34.0 
Interest expense110.8 111.7 213.8 221.0 
Interest income(0.9)(7.2)(7.0)(10.7)
Other income - net(32.0)(5.8)(39.7)(9.0)
Income before income taxes1,173.4 1,012.1 1,813.4 1,626.9 
Income taxes 283.5 218.4 418.3 355.8 
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Net income per common share:
Basic$3.55 $3.10 $5.54 $4.96 
Diluted$3.50 $3.07 $5.47 $4.90 
Weighted average shares outstanding:
Basic251.0 256.0 251.8 256.3 
Diluted254.2 258.9 255.1 259.3 
See notes to condensed consolidated financial statements.
2


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
(in millions)Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments (1)
(66.6)19.9 (141.9)60.1 
Pension and other postretirement benefit adjustments:
Amounts reclassified from AOCI (2)
(4.4)(4.5)(8.9)(9.0)
Unrealized net gains on cash flow hedges:
Amounts reclassified from AOCI (3)
(0.9)(0.9)(1.8)(1.8)
Other comprehensive (loss) income(71.9)14.5 (152.6)49.3 
Comprehensive income$818.0 $808.2 $1,242.5 $1,320.4 
(1)    The three months ended June 30, 2024 and 2023 include unrealized gains (losses), net of taxes, of $5.8 million and $(8.6) million, respectively, related to net investment hedges. The six months ended June 30, 2024 and 2023 include unrealized gains (losses), net of taxes, of $24.1 million and $(12.8) million, respectively, related to net investment hedges. See Note 12 for additional information.
(2)    Net of taxes of $1.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively. Net of taxes of $2.9 million and $3.0 million for the six months ended June 30, 2024 and 2023, respectively.
(3)    Net of taxes of $0.3 million for the three months ended June 30, 2024 and 2023. Net of taxes of $0.6 million for the six months ended June 30, 2024 and 2023.
See notes to condensed consolidated financial statements.

3


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions)June 30,
2024
December 31,
2023
June 30,
2023
Assets
Current assets:
Cash and cash equivalents$200.0 $276.8 $209.4 
Accounts receivable, net3,048.1 2,467.9 3,117.8 
Inventories2,289.1 2,329.8 2,439.0 
Other current assets513.4 438.4 584.4 
Total current assets6,050.6 5,512.9 6,350.6 
Property, plant and equipment, net3,136.6 2,836.8 2,442.5 
Goodwill7,606.9 7,626.0 7,446.5 
Intangible assets3,692.8 3,880.5 3,934.4 
Operating lease right-of-use assets1,890.8 1,887.4 1,869.2 
Other assets1,356.3 1,210.8 1,122.9 
Total assets$23,734.0 $22,954.4 $23,166.1 
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings$1,358.3 $374.2 $806.2 
Accounts payable2,493.9 2,315.0 2,489.7 
Compensation and taxes withheld708.6 862.7 700.5 
Accrued taxes347.1 197.4 308.0 
Current portion of long-term debt849.7 1,098.8 499.5 
Current portion of operating lease liabilities457.8 449.3 436.1 
Other accruals1,251.2 1,329.5 1,099.1 
Total current liabilities7,466.6 6,626.9 6,339.1 
Long-term debt8,130.8 8,377.9 9,095.7 
Postretirement benefits other than pensions133.2 133.2 139.3 
Deferred income taxes642.0 683.1 710.9 
Long-term operating lease liabilities1,502.9 1,509.5 1,503.2 
Other long-term liabilities2,106.7 1,908.0 1,746.8 
Shareholders’ equity:
  Common stock - $0.33-1/3 par value:
252.3 million, 254.5 million and 257.1 million shares outstanding
at June 30, 2024, December 31, 2023 and June 30, 2023, respectively
92.1 91.8 91.4 
Other capital4,342.0 4,193.6 4,044.6 
Retained earnings6,322.3 5,288.3 4,481.5 
Treasury stock, at cost(6,227.7)(5,233.6)(4,335.1)
Accumulated other comprehensive loss(776.9)(624.3)(651.3)
Total shareholders' equity3,751.8 3,715.8 3,631.1 
Total liabilities and shareholders’ equity$23,734.0 $22,954.4 $23,166.1 
See notes to condensed consolidated financial statements.
4


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
(in millions)Six Months Ended
 June 30,
2024
June 30,
2023
OPERATING ACTIVITIES
Net income$1,395.1 $1,271.1 
Adjustments to reconcile net income to net operating cash:
Depreciation142.9 146.1 
Non-cash lease expense229.8 225.0 
Amortization of intangible assets163.6 166.7 
Gain on divestiture of business (20.1)
Impairment 34.0 
Stock-based compensation expense54.7 46.0 
Amortization of non-traded investments42.4 39.7 
Gain on sale or disposition of assets(23.2)(20.8)
Provisions for environmental-related matters - net(10.5)13.3 
Other postretirement benefit plan net cost(12.1)(9.0)
Deferred income taxes(38.6)(27.1)
Other10.8 26.6 
Change in working capital accounts - net(515.7)(239.1)
Change in operating lease liabilities(231.2)(226.4)
Costs incurred for environmental-related matters(11.4)(12.4)
Other(52.6)(119.0)
Net operating cash1,144.0 1,294.6 
INVESTING ACTIVITIES
Capital expenditures(534.7)(416.0)
Acquisition of business, net of cash acquired (23.2)
Proceeds from divestiture of businesses 33.0 
Proceeds from sale of assets9.3 47.2 
Other(56.7)(58.9)
Net investing cash(582.1)(417.9)
FINANCING ACTIVITIES
Net increase (decrease) in short-term borrowings984.7 (171.6)
Payments of long-term debt(500.0) 
Payments of cash dividends(361.1)(312.8)
Proceeds from stock options exercised92.5 35.3 
Treasury stock purchased(979.9)(535.9)
Proceeds from real estate financing transactions161.5 140.2 
Other(25.5)(24.8)
Net financing cash(627.8)(869.6)
Effect of exchange rate changes on cash(10.9)3.5 
Net (decrease) increase in cash and cash equivalents(76.8)10.6 
Cash and cash equivalents at beginning of year276.8 198.8 
Cash and cash equivalents at end of period$200.0 $209.4 
Supplemental cash flow information
Income taxes paid$242.7 $305.6 
Interest paid$213.6 $219.7 
See notes to condensed consolidated financial statements.
5


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY (UNAUDITED)
(in millions, except per share data)Common
Stock
Other
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Total
Balance at December 31, 2023$91.8 $4,193.6 $5,288.3 $(5,233.6)$(624.3)$3,715.8 
Net income505.2 505.2 
Other comprehensive loss(80.7)(80.7)
Treasury stock purchased(545.5)(545.5)
Stock-based compensation activity0.2 104.3 (14.0)90.5 
Other adjustments0.9 0.9 
Cash dividends -- $0.715 per share
(182.5)(182.5)
Balance at March 31, 2024$92.0 $4,298.8 $5,611.0 $(5,793.1)$(705.0)$3,503.7 
Net income889.9 889.9 
Other comprehensive loss(71.9)(71.9)
Treasury stock purchased(434.4)(434.4)
Stock-based compensation activity0.1 44.4 (0.2)44.3 
Other adjustments(1.2)(1.2)
Cash dividends -- $0.715 per share
(178.6)(178.6)
Balance at June 30, 2024$92.1 $4,342.0 $6,322.3 $(6,227.7)$(776.9)$3,751.8 


(in millions, except per share data)Common
Stock
Other
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Total
Balance at December 31, 2022$91.2 $3,963.9 $3,523.2 $(3,775.6)$(700.6)$3,102.1 
Net income477.4 477.4 
Other comprehensive income34.8 34.8 
Treasury stock purchased(301.7)(301.7)
Stock-based compensation activity0.1 33.8 (23.5)10.4 
Other adjustments0.3 0.3 
Cash dividends -- $0.605 per share
(156.5)(156.5)
Balance at March 31, 2023$91.3 $3,998.0 $3,844.1 $(4,100.8)$(665.8)$3,166.8 
Net income793.7 793.7 
Other comprehensive income14.5 14.5 
Treasury stock purchased(234.2)(234.2)
Stock-based compensation activity0.1 47.5 (0.1)47.5 
Other adjustments(0.9)(0.9)
Cash dividends -- $0.605 per share
(156.3)(156.3)
Balance at June 30, 2023$91.4 $4,044.6 $4,481.5 $(4,335.1)$(651.3)$3,631.1 
See notes to condensed consolidated financial statements.
6


THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(millions of dollars, unless otherwise noted)
Periods ended June 30, 2024 and 2023
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of The Sherwin-Williams Company and its wholly owned subsidiaries (collectively, the Company) have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The results of operations for the three and six months ended June 30, 2024 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the Reportable Segments traditionally occurring during the second and third quarters. However, periods of economic uncertainty can alter the Company's seasonal patterns.
Since December 31, 2023, accounting estimates were revised as necessary during the first six months of 2024 based on new information and changes in facts and circumstances. Certain amounts in the condensed consolidated financial statements for the three and six months ended June 30, 2023 have been reclassified to conform to the 2024 presentation.
The following represents updates to certain significant accounting policy disclosures. For further details on the Company’s significant accounting policies and related disclosures, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Supply Chain Financing
As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers. Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $242.6 million, $213.1 million and $242.3 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.
Non-Traded Investments
The Company has invested in U.S. affordable housing, historic renovation and other real estate investments (Non-Traded Investments) that have been identified as variable interest entities which qualify for certain tax credits and other tax benefits. Since the Company does not have the power to direct the day-to-day operations of the Non-Traded Investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. Therefore, in accordance with the Consolidation Topic of the Accounting Standards Codification (ASC), the Non-Traded Investments are not consolidated.
Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments is amortized in proportion to the receipt of related tax credits. The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits. Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Net Income.
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Amortization of Non-Traded Investments$22.3 $20.3 $42.4 $39.7 
Tax credits and other tax benefits received25.6 24.9 47.4 49.2 
7


The carrying value of Non-Traded Investments is recorded in Other assets. The liabilities for the estimated future capital contributions are recorded in Other accruals and Other long-term liabilities. In addition, the associated impact of related tax credits and other tax benefits are recorded as a reduction of Accrued taxes and a net deferred income tax asset within Deferred income taxes. On the Statements of Condensed Consolidated Cash Flows, the tax credits and other tax benefits are presented as a change in Accrued taxes and in Deferred income taxes within Operating activities. Tax credits and other tax benefits reduced Accrued taxes by $47.4 million, $94.8 million and $49.2 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively. The following table summarizes the balances related to the Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:
June 30,December 31,June 30,
202420232023
Other assets$732.7 $675.0 $605.0 
Other accruals79.2 80.9 53.9 
Other long-term liabilities613.5 568.2 530.8 
Net deferred income tax asset25.8 19.4 22.6 
NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met. In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any. The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU. See Note 1 for further details.
Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all current required annual segment reporting disclosures under Topic 280 will be effective for interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact of adopting this ASU.
8


NOTE 3 - ACQUISITIONS AND DIVESTITURES
Acquisitions
Pending
During the second quarter of 2024, the Company signed a purchase agreement to acquire a metal packaging coatings business. The business develops, manufactures and sells coatings for the food and household product markets. The transaction is subject to customary closing conditions and is expected to close in the second half of 2024. The acquired business will be reported within the Company’s Performance Coatings Group.
Closed in Prior Year
In October 2023, the Company completed the acquisition of German-based SIC Holding GmbH, a Peter Möhrle Holding venture comprised of Oskar Nolte GmbH and Klumpp Coatings GmbH (SIC Holding). This business specializes in foil coatings as well as radiation-cured and waterbased industrial wood coatings for the board, furniture and flooring industry. The Company funded the acquisition with approximately $265 million in cash. The purchase price is subject to certain closing conditions which are expected to be finalized in 2024. The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period. SIC Holding is reported within the Company’s Performance Coatings Group and the results of operations for the acquisition have been included in the consolidated financial statements since the acquisition date. Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.
Divestitures
Closed in Prior Year
The Company completed the divestiture of a non-core domestic aerosol business within the Consumer Brands Group in the second quarter of 2023. This transaction resulted in the recognition of a $20.1 million gain within the Administrative function and was recorded within Other general income - net in the Statements of Consolidated Income.
During the third quarter of 2023, the Company completed the divestiture of the China architectural business within the Consumer Brands Group. An immaterial working capital adjustment was finalized during the first quarter of 2024. As of June 30, 2023, the pending divestiture was determined to not meet the criteria of a discontinued operation as it did not represent a strategic shift for the Company, but the business did meet the criteria to be classified as held for sale in accordance with the Property, Plant, and Equipment Topic of the ASC. As such, the assets and liabilities of the China architectural business as of June 30, 2023 were measured at the lower of carrying value or fair value less cost to sell. Following the prescribed order of impairment testing, the Company first reviewed individual tangible and intangible assets under their applicable Topic of the ASC to determine if their carrying value was higher than their respective fair value. As a result, the Company recorded an impairment charge of $6.9 million within the Consumer Brands Group in the second quarter of 2023 related to China architectural trademarks using the royalty savings valuation method. The Company then compared the updated carrying value of the assets and liabilities comprising the disposal group as a whole to its respective fair value which was determined to be equal to the selling price, less costs to sell. As a result of this comparison, the Company recorded an additional impairment charge of $27.1 million within the Administrative function in the second quarter of 2023 and classified the remaining assets as Other current assets and remaining liabilities as Other accruals at June 30, 2023. The disposal group was classified as level 2 in the fair value hierarchy as fair value was based on a specific price and other observable inputs for similar items with no active market. The assets, liabilities and valuation adjustment held for sale at June 30, 2023 were as follows:
June 30, 2023
Tangible assets$22.5 
Intangible assets93.3 
Valuation adjustment(27.1)
Total assets$88.7 
Total liabilities$20.9 
9


NOTE 4 - INVENTORIES
Included in Inventories were the following:
June 30,December 31,June 30,
202420232023
Finished goods$1,787.7 $1,810.9 $1,924.7 
Work in process and raw materials501.4 518.9 514.3 
Inventories$2,289.1 $2,329.8 $2,439.0 
The Company primarily uses the last-in, first-out (LIFO) method of valuing inventory. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs are subject to the final year-end LIFO inventory valuation. In addition, interim inventory levels include management’s estimates of annual inventory losses due to shrinkage and other factors. For further information on the Company’s inventory valuation, see Note 5 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
NOTE 5 - LONG-LIVED ASSETS
Included in Property, plant and equipment, net were the following:
June 30,December 31,June 30,
202420232023
Land$254.0 $257.5 $264.3 
Buildings1,084.6 1,048.7 1,049.1 
Machinery and equipment3,575.7 3,459.8 3,339.5 
Construction in progress1,380.0 1,111.0 732.2 
Property, plant and equipment, gross6,294.3 5,877.0 5,385.1 
Less allowances for depreciation3,157.7 3,040.2 2,942.6 
Property, plant and equipment, net$3,136.6 $2,836.8 $2,442.5 
In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred. See Note 3 for information on the impairment test performed as a result of the China architectural business classification change to held for sale as of June 30, 2023.
NOTE 6 - DEBT
The following table summarizes the Company’s outstanding debt:
June 30,December 31,June 30,
202420232023
Long-term debt (including current portion)$8,980.5 $9,476.7 $9,595.2 
Short-term borrowings1,358.3 374.2 806.2 
Total debt outstanding$10,338.8 $9,850.9 $10,401.4 
10


During the second quarter of 2024, the Company paid the principal of $500 million related to its 3.125% Senior Notes due June 1, 2024.
Short-Term Borrowings
The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program, various credit agreements and letters of credit. At June 30, 2024, the Company had unused capacity under its various credit agreements of $2.343 billion. The following table summarizes the Company’s short-term borrowings:
June 30,December 31,June 30,
202420232023
Short-term borrowings:
Domestic commercial paper$1,337.2 $347.7 $805.6 
Foreign facilities21.1 26.5 0.6 
Total$1,358.3 $374.2 $806.2 
Weighted average interest rate:
Domestic commercial paper5.5 %5.5 %5.4 %
Foreign facilities3.5 %3.6 %11.4 %
For further details on the Company’s debt, including available credit facilities and related agreements, see Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
NOTE 7 - PENSION AND OTHER POSTRETIREMENT BENEFITS
The following table summarizes the components of the Company’s net periodic benefit cost (credit) for domestic and foreign defined benefit pension plans and other postretirement benefits:
Domestic
Defined Benefit
Pension Plan
Foreign
Defined Benefit
Pension Plans
Other
Postretirement
Benefits
 202420232024202320242023
Three Months Ended June 30:
Service cost$0.9 $0.8 $1.2 $1.0 $0.1 $0.2 
Interest cost1.1 1.1 3.0 2.8 1.7 1.8 
Expected return on assets(2.1)(1.9)(2.8)(3.1)  
Amortization of prior service cost (credit)0.5 0.4 (0.1) (5.9)(6.0)
Amortization of actuarial (gains) losses  (0.2)(0.3)(0.1)0.1 
Net periodic benefit cost (credit)$0.4 $0.4 $1.1 $0.4 $(4.2)$(3.9)
Six Months Ended June 30:
Service cost$1.8 $1.6 $2.4 $2.1 $0.2 $0.3 
Interest cost2.4 2.3 6.0 5.7 3.4 3.7 
Expected return on assets(4.2)(3.7)(5.6)(6.2)  
Amortization of prior service cost (credit)1.0 0.7 (0.1)(0.1)(11.9)(12.0)
Amortization of actuarial (gains) losses(0.1) (0.5)(0.7)(0.2)0.1 
Net periodic benefit cost (credit)$0.9 $0.9 $2.2 $0.8 $(8.5)$(7.9)
Service cost is recorded in Cost of goods sold and Selling, general and administrative expenses. All other components are recorded in Other income - net. For further details on the Company’s pension and other postretirement benefits, see Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
11


NOTE 8 - OTHER LONG-TERM LIABILITIES
Environmental Matters
The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws, regulations and requirements and has implemented various programs designed to help protect the environment and promote continued compliance.
The Company is involved with environmental investigation and remediation activities at some of its currently and formerly owned sites (including sites that were previously owned and/or operated by businesses acquired by the Company). In addition, the Company, together with other parties, has been designated a potentially responsible party under federal and state environmental protection laws for the investigation and remediation of environmental contamination and hazardous waste at a number of third-party sites, primarily Superfund sites. In general, these laws provide that potentially responsible parties may be held jointly and severally liable for investigation and remediation costs regardless of fault. The Company may be similarly designated with respect to additional third-party sites in the future.
The Company initially provides for estimated costs of environmental-related activities relating to its past operations and third-party sites for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. Costs for environmental-related activities may not be reasonably estimable, particularly at early stages of investigation, and therefore would not be included in the accrued amount. The costs which are estimable are mostly undiscounted and determined based on currently available facts regarding each site. If the reasonably estimable costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is provided.
The Company routinely assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available, including as a result of sites progressing through investigation and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At June 30, 2024 and 2023, the Company had accruals reported on the balance sheet as Other long-term liabilities of $222.1 million and $240.7 million, respectively. Estimated costs of current investigation and remediation activities of $94.4 million and $50.2 million are included in Other accruals at June 30, 2024 and 2023, respectively.
Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. If the Company's future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company's accrual for environmental-related activities would be $91.4 million higher than the minimum accruals at June 30, 2024.
Four of the Company’s currently and formerly owned manufacturing sites (Major Sites) account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at June 30, 2024. At June 30, 2024, $266.4 million, or 84.4% of the total accrual, related directly to the Major Sites. In the aggregate unaccrued maximum of $91.4 million at June 30, 2024, $67.8 million, or 74.2%, related to the Major Sites. The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction, and project management and other costs. While different for each specific environmental situation, these components generally each account for approximately 85%, 10%, and 5%, respectively, of the accrued amount and those percentages are subject to change over time. While environmental investigations and remedial actions are in different stages at these sites, additional investigations, remedial actions and monitoring will likely be required at each site.
The largest and most complex of the Major Sites is the Gibbsboro, New Jersey site (Gibbsboro) which comprises the substantial majority of the environmental-related accrual. Gibbsboro, a former manufacturing plant, and related areas, which ceased operations in 1978, has had various areas included on the National Priorities List since 1999. This location has soil, sediment, surface water and groundwater contamination related to the historic operations of the facility. Gibbsboro has been divided by the Environmental Protection Agency (EPA) into six operable units (OUs) based on location and characteristics, whose investigation and remediation efforts are likely to occur over an extended period of time. To date, the Company has completed remedy construction on three of the six operable units. While there are administrative tasks to be completed before final agency approval, the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited. OUs are in various phases of investigation and remediation with the EPA that provide enough
12


information to reasonably estimate cost ranges and record environmental-related accruals. The most significant assumptions underlying the reliability and precision of remediation cost estimates for the Gibbsboro site are the type and extent of future remedies to be selected by the EPA and the costs of implementing those remedies.
The remaining three Major Sites comprising the majority of the accrual include (1) a multi-party Superfund site that (a) has received a record of decision from the federal EPA and is currently in the remedial design phase for one OU, (b) has received a record of decision from the federal EPA for an interim remedy for another OU, and (c) has a remedial investigation ongoing for another OU, (2) a closed paint manufacturing facility that is in the operation and maintenance phase of remediation under both federal and state EPA programs, and (3) a formerly-owned site containing warehouse and office space that is in the remedial/design investigation phase under a state EPA program. Each of these three Major Sites are in phases of investigation and remediation that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.
Excluding the Major Sites discussed above, no sites are individually material to the total accrual balance. There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution, and securing applicable governmental agency approvals, all of which have the potential to contribute to the uncertainty surrounding these future events. As these events occur and to the extent that the cost estimates of the environmental remediation change, the existing reserve will be adjusted.
Management cannot presently estimate the ultimate potential loss contingencies related to these sites or other less significant sites until such time as a substantial portion of the investigation at the sites is completed and remedial action plans are developed. Unasserted claims could have a material effect on the Company's loss contingency as more information becomes available over time. At June 30, 2024, the Company did not have material loss contingency accruals related to unasserted claims. Management does not expect that a material portion of unrecognized loss contingencies will be recoverable through insurance, indemnification agreements or other sources. In the event any future loss contingency significantly exceeds the current amount accrued, the recording of the ultimate liability may result in a material impact on net income for the annual or interim period during which the additional costs are accrued. Moreover, management does not believe that any potential liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company’s financial condition, liquidity, or cash flow due to the extended length of time during which environmental investigation and remediation takes place. An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.
Management expects these contingent environmental-related liabilities to be resolved over an extended period of time. Management is unable to provide a more specific time frame due to the indeterminate amount of time to conduct investigation activities at any site, the indeterminate amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indeterminate amount of time necessary to conduct remediation activities.
Asset Retirement Obligation
The Asset Retirement and Environmental Obligations Topic of the ASC requires a liability to be recognized for the fair value of a conditional asset retirement obligation if a settlement date and fair value can be reasonably estimated. The Company recognizes a liability for any conditional asset retirement obligation when sufficient information is available to reasonably estimate a settlement date to determine the fair value of such a liability. The Company has identified certain conditional asset retirement obligations at various current and closed manufacturing, distribution and store facilities. These obligations relate primarily to asbestos abatement, hazardous waste Resource Conservation and Recovery Act (RCRA) closures, well abandonment, transformers and used oil disposals and underground storage tank closures. Using investigative, remediation and disposal methods that are currently available to the Company, the estimated costs of these obligations were accrued and are not significant. The recording of additional liabilities for future conditional asset retirement obligations may result in a material impact on net income for the annual or interim period during which the costs are accrued. Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity, or cash flow due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities. An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.
Real Estate Financing
The Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions. Net proceeds are recognized within the Financing Activities section in the Statements of Consolidated Cash Flows. These arrangements primarily consist of the new headquarters currently under construction, for which the Company expects to receive total proceeds approximating $800 million to $850 million on an incremental basis until completion of construction. The following table summarizes the activity related to this transaction during the three and six months ended June 30, 2024 and 2023:
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Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Proceeds received$84.5 $72.2 $161.5 $138.7 
Capitalized interest (1)
10.8 5.2 20.2 9.2 
(1) Interest is capitalized within Other long-term liabilities.
The financing obligation for the new headquarters was $680.1 million and $347.2 million at June 30, 2024 and June 30, 2023, respectively. The short-term portion of the liability recorded in Other accruals was $46.6 million and $29.8 million at June 30, 2024 and June 30, 2023, respectively. See Note 11 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning real estate financing.
NOTE 9 - LITIGATION
In the course of its business, the Company is subject to a variety of claims and lawsuits, including, but not limited to, litigation relating to product liability and warranty, personal injury, environmental, intellectual property, commercial, contractual and antitrust claims that are inherently subject to many uncertainties regarding the possibility of a loss to the Company. These uncertainties will ultimately be resolved when one or more future events occur or fail to occur confirming the incurrence of a liability or the reduction of a liability. In accordance with the Contingencies Topic of the ASC, the Company accrues for these contingencies by a charge to income when it is both probable that one or more future events will occur confirming the fact of a loss and the amount of the loss can be reasonably estimated. In the event that the Company’s loss contingency is ultimately determined to be significantly higher than currently accrued, the recording of the additional liability may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such additional liability is accrued. In those cases where no accrual is recorded because it is not probable that a liability has been incurred or the amount of any such loss cannot be reasonably estimated, any potential liability ultimately determined to be attributable to the Company may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued. In those cases where no accrual is recorded or exposure to loss exists in excess of the amount accrued, the Contingencies Topic of the ASC requires disclosure of the contingency when there is a reasonable possibility that a loss or additional loss may have been incurred.
Lead pigment and lead-based paint litigation. The Company’s past operations included the manufacture and sale of lead pigments and lead-based paints. The Company, along with other companies, is and has been a defendant in a number of legal proceedings, including individual personal injury actions, purported class actions, and actions brought by various counties, cities, school districts and other government-related entities, arising from the manufacture and sale of lead pigments and lead-based paints. The plaintiffs’ claims have been based upon various legal theories, including negligence, strict liability, breach of warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and omissions, concert of action, civil conspiracy, violations of unfair trade practice and consumer protection laws, enterprise liability, market share liability, public nuisance, unjust enrichment and other theories. The plaintiffs have sought various damages and relief, including personal injury and property damage, costs relating to the detection and abatement of lead-based paint from buildings, costs associated with a public education campaign, medical monitoring costs and others. The Company has also been a defendant in legal proceedings arising from the manufacture and sale of non-lead-based paints that seek recovery based upon various legal theories, including the failure to adequately warn of potential exposure to lead during surface preparation when using non-lead-based paint on surfaces previously painted with lead-based paint. The Company is vigorously defending such litigation. The Company expects that additional lead pigment and lead-based paint litigation may be filed against the Company in the future asserting similar or different legal theories and seeking similar or different types of damages and relief. The Company will continue to vigorously defend against any additional lead pigment and lead-based paint litigation that may be filed, including utilizing all avenues of appeal, if necessary.
Litigation is inherently subject to many uncertainties, including costs, unpredictable court or jury decisions, and differing laws in jurisdictions where the Company operates, and the Company ultimately may not prevail. Adverse court rulings or determinations of liability in a particular case, among other factors, could affect other lead pigment and lead-based paint litigation against the Company and encourage an increase in the number and nature of future claims and proceedings. In addition, from time to time, various legislation and administrative regulations have been enacted, promulgated or proposed to impose obligations on present and former manufacturers of lead pigments and lead-based paints respecting asserted health concerns associated with such products or to overturn the effect of court decisions in which the Company and other manufacturers have been successful.
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Due to the uncertainties involved, management is unable to predict the outcome of the lead pigment and lead-based paint litigation, the number or nature of possible future claims and proceedings or the effect that any legislation and/or administrative regulations may have on the litigation or against the Company. In addition, management cannot reasonably determine the scope or amount of the potential costs and liabilities related to such litigation, or resulting from any such legislation and regulations. Except with respect to the litigation in the California Proceedings, discussed below, the Company has not accrued any amounts for such litigation because the Company does not believe it is probable that a loss has occurred, or the Company believes it is not possible to estimate the range of potential losses. In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated. Due to the uncertainties associated with the amount of any such liability and/or the nature of any other remedy which may be imposed in such litigation, any potential liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition. An estimate of the potential impact on the Company’s results of operations, cash flow, liquidity or financial condition cannot be made due to the aforementioned uncertainties.
Public Nuisance Claim Litigation. The Company and other companies were defendants in legal proceedings seeking recovery based on public nuisance liability theories, among other theories, brought by the State of Rhode Island; the City of St. Louis, Missouri; various cities and counties in the State of New Jersey; various cities in the State of Ohio and the State of Ohio; the City of Chicago, Illinois; the City of Milwaukee, Wisconsin; the County of Santa Clara, California, and other public entities in the State of California (the California Proceedings); and Lehigh and Montgomery Counties in Pennsylvania. Except for the California Proceedings in which the Company reached a court-approved agreement in 2019 after nearly twenty years of litigation, all of those legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings. Most recently, on May 7, 2024, as further described below in “Wisconsin Proceedings,” the plaintiffs in the Gibson and Valoe cases filed amended complaints alleging, in part, public nuisance claims.
Litigation Seeking Damages from Alleged Personal Injury. The Company and other companies are or have been defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. The current proceedings include claims by children allegedly injured from ingestion of lead pigment or lead-containing paint. The plaintiffs generally seek compensatory damages and have invoked Wisconsin’s risk contribution theory (which is similar to market share liability, except that liability can be joint and several) due to the plaintiff’s inability to identify the manufacturer of any product that allegedly injured the plaintiff.
Wisconsin Proceedings. In April 2016, the United States District Court for the Eastern District of Wisconsin consolidated three cases (Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al., and Glenn Burton, Jr. v. American Cyanamid, et al.) for purposes of trial. A trial was held in May 2019 and resulted in a jury verdict for the three plaintiffs in the amount of $2.0 million each for a total of $6.0 million against the Company and two other defendants (Armstrong Containers Inc. and E.I. du Pont de Nemours). Post-trial motions resulted in a reduced damages award to one plaintiff. Subsequently, the Company filed a notice of appeal with the Seventh Circuit with respect to each of the Owens, Sifuentes and Burton cases. On April 15, 2021, the Seventh Circuit reversed the judgments and held that the Company was entitled to judgment as a matter of law on all claims filed by the three plaintiffs. The plaintiffs filed a petition with the Seventh Circuit on April 27, 2021, seeking a rehearing en banc and, in the alternative, a request for certification of questions to the Wisconsin Supreme Court. The plaintiffs’ petition was denied.
On May 20, 2021, as a result of the Seventh Circuit’s decision in favor of the Company in the Owens, Sifuentes and Burton cases, the Company and the three other defendants filed motions for summary judgment to dismiss all claims of the approximately 150 plaintiffs then pending in the Eastern District of Wisconsin (Maniya Allen, et al. v. American Cyanamid, et al.; Ernest Gibson v. American Cyanamid, et al.; Dijonae Trammel, et al. v. American Cyanamid, et al., and Deziree Valoe, et al. v. American Cyanamid, et al.). On March 3, 2022, the district court granted summary judgment in favor of the Company and the other defendants on all claims then pending in the district court. On September 15, 2022, the plaintiffs filed notices of appeal with the Seventh Circuit, seeking to appeal the district court’s summary judgment in favor of the Company and the other defendants. As part of the plaintiffs’ appellate reply brief to the Seventh Circuit, the plaintiffs included a motion to certify issues to the Wisconsin Supreme Court. On February 9, 2024, the Seventh Circuit declined to certify any issues to the Wisconsin Supreme Court and affirmed the district court’s summary judgment in favor of the Company and the other defendants in all claims except involving those filed by three plaintiffs in the Gibson and Valoe cases, which cases were remanded to the district court for further proceedings. Following remand of the Gibson and Valoe cases, the three remaining plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence, and public nuisance claims. The defendants filed motions to dismiss the plaintiffs’ amended complaints on June 20, 2024.
In a separate proceeding, on August 24, 2021, the plaintiff in Arrieona Beal v. Hattie and Jerry Mitchell filed an amended complaint in Milwaukee County Circuit Court, naming the Company and other alleged former lead pigment manufacturers as defendants pursuant to the risk contribution liability theory. The plaintiff previously had sued her landlords. On January 3, 2024, the Company and some of the other manufacturing defendants filed a third-party complaint against NL Industries, Inc., and cross-claims against the landlord defendants. On January 10, 2024, one of the landlord defendants filed a counterclaim and
15


cross-claim against all parties. On May 15, 2024, the plaintiff filed a motion for partial judgment on the pleadings to strike the Company and other manufacturing defendants’ affirmative defenses, which motion the defendants have moved to strike. The manufacturing defendants’ motion is set for hearing on August 6, 2024, and the plaintiff’s motion will be heard subsequently, if at all.
Insurance coverage litigation. The Company and its liability insurers, including certain underwriters at Lloyd’s of London, initiated legal proceedings against each other to determine, among other things, whether the costs and liabilities associated with the abatement of lead pigment are covered under certain insurance policies issued to the Company. The insurers’ action, which was filed on February 23, 2006 in the Supreme Court of the State of New York, County of New York, was dismissed. The Company’s action, filed on March 3, 2006 in the Common Pleas Court, Cuyahoga County, Ohio, previously was stayed and inactive. On January 9, 2019, the Company filed an unopposed motion to lift the stay with the trial court, which was granted, allowing the case to proceed. On June 28, 2019, the Company and its liability insurers each filed separate motions for summary judgment seeking various forms of relief. The trial court entered an order on December 4, 2020, granting the insurers’ motion for summary judgment, denying the Company’s motion, and entering final judgment in favor of the insurers. The trial court sided with the Company on all of the issues presented, except one.
On December 21, 2020, the Company filed a notice of appeal to the Court of Appeals of Cuyahoga County, Ohio, Eighth Appellate District, and the insurers filed cross-appeals. On September 1, 2022, the appellate court reversed the trial court’s grant of summary judgment, finding in favor of the Company on its appeal and against the insurers on their cross-appeal, and remanded the case to the trial court. On September 12, 2022, the insurers applied to the appellate court for reconsideration of its decision, en banc review, or certification of an appeal to the Ohio Supreme Court, which the appellate court denied. The insurers subsequently filed a notice of appeal to the Ohio Supreme Court, to which the Company filed its response. On May 9, 2023, the Ohio Supreme Court accepted the insurers’ appeal. Oral argument was held on October 24, 2023.
An ultimate loss in the insurance coverage litigation would mean that insurance proceeds could be unavailable under the policies at issue to mitigate any ultimate abatement related costs and liabilities. The Company has not recorded any assets related to these insurance policies or otherwise assumed that proceeds from these insurance policies would be received in estimating any contingent liability accrual. Therefore, an ultimate loss in the insurance coverage litigation without a determination of liability against the Company in the lead pigment or lead-based paint litigation will have no impact on the Company’s results of operation, liquidity or financial condition. As previously stated, however, except with respect to the litigation in the California Proceedings discussed above, the Company has not accrued any amounts for the lead pigment or lead-based paint litigation and any significant liability ultimately determined to be attributable to the Company relating to such litigation may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.
Other litigation. On December 18, 2019, the New Jersey Department of Environmental Protection, the Commissioner of the New Jersey Department of Environmental Protection, and the Administrator of the New Jersey Spill Compensation Fund (collectively, the NJ DEP) filed a lawsuit against the Company in the Superior Court of New Jersey Law Division in Camden County, New Jersey. The NJ DEP seeks to recover natural resource damages, punitive damages, and litigation fees and costs, as well as other costs, damages, declaratory relief, and penalties pursuant to New Jersey state statutes and common law theories in connection with the alleged discharge of hazardous substances and pollutants at the Company’s Gibbsboro, New Jersey site, a former manufacturing plant and related facilities. The parties have been conducting expert discovery. Trial is scheduled to start on March 15, 2025.
NOTE 10 - SHAREHOLDERS' EQUITY
Dividends
The following table summarizes the dividends declared and paid on common stock:
20242023
Cash
Dividend
Per Share
Total
Dividends
(in millions)
Cash
Dividend
Per Share
Total
Dividends
(in millions)
First Quarter$0.715 $182.5 $0.605 $156.5 
Second Quarter0.715 178.6 0.605 156.3 
Total$1.43 $361.1 $1.21 $312.8 
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Treasury Stock
The Company acquires its common stock for general corporate purposes through its publicly announced share repurchase program. As of June 30, 2024, the Company had remaining authorization from its Board of Directors to purchase 36.5 million shares of its common stock. The table below summarizes share repurchases during the three and six months ended June 30, 2024 and 2023:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Treasury stock purchases (in millions)$434.4 $234.2 $979.9 $535.9 
Treasury stock purchases (shares)1,400,000 1,000,000 3,100,000 2,300,000 
Average price per share$310.29 $234.15 $316.09 $232.98 
Other Activity
During the six months ended June 30, 2024, 734,266 stock options were exercised at a weighted average price per share of $128.72. In addition, 119,731 restricted stock units vested during the same period.
NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of Accumulated other comprehensive income (loss) (AOCI), including the reclassification adjustments for items that were reclassified from AOCI to Net income, are shown below.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2023$(716.9)$64.3 $28.3 $(624.3)
Amounts recognized in AOCI (1)
(141.9)(141.9)
Amounts reclassified from AOCI (2), (3)
(8.9)(1.8)(10.7)
Balance at June 30, 2024$(858.8)$55.4 $26.5 $(776.9)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $24.1 million during the six months ended June 30, 2024. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $2.9 million for the six months ended June 30, 2024. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2024. See Statements of Consolidated Comprehensive Income.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2022$(810.8)$78.3 $31.9 $(700.6)
Amounts recognized in AOCI (1)
60.1 60.1 
Amounts reclassified from AOCI (2), (3)
(9.0)(1.8)(10.8)
Balance at June 30, 2023$(750.7)$69.3 $30.1 $(651.3)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $(12.8) million during the six months ended June 30, 2023. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $3.0 million for the six months ended June 30, 2023. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2023. See Statements of Consolidated Comprehensive Income.
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NOTE 12 - DERIVATIVES AND HEDGING
Net Investment Hedges
The Company has U.S. Dollar to Euro cross currency swap contracts with various counterparties to hedge the Company's net investment in its European operations. During the term of the contracts, the Company will pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of the Company's U.S. Dollar denominated fixed-rate debt to Euro denominated fixed-rate debt. The outstanding contracts as of June 30, 2024 are summarized in the table below.
Contract DateNotional
Value
Maturity Date
March 28, 2023$150.0 August 8, 2024
June 28, 2023200.0 August 8, 2025
May 21, 2024175.0 June 1, 2027
November 8, 2021162.7 June 1, 2027
May 10, 2024100.0 June 1, 2027
May 21, 2024225.0 August 15, 2029
December 7, 2023150.0 August 15, 2029
In May 2024, the Company settled its $500.0 million U.S. Dollar to Euro cross currency swap contract entered into on February 13, 2020. At the time of settlement, an immaterial loss was recognized in AOCI.
The following table summarizes amounts recognized in the Consolidated Balance Sheets for cross currency swap contracts. See Note 13 for additional information on the fair value of these contracts.
June 30,December 31,June 30,
202420232023
Other current assets$1.5 $ $ 
Other assets7.0   
Other accruals 12.0 5.0 
Other long-term liabilities0.1 12.4 2.8 
The changes in fair value of the cross currency swap contracts are recognized in the foreign currency translation adjustments component of AOCI. The following table summarizes the unrealized gains (losses) for the three and six months ended June 30, 2024 and 2023.
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Gains (losses)$7.7 $(11.3)$32.0 $(16.9)
Tax effect(1.9)2.7 (7.9)4.1 
Gains (losses), net of taxes
$5.8 $(8.6)$24.1 $(12.8)
Derivatives Not Designated as Hedging Instruments
The Company enters into foreign currency option and forward contracts with maturity dates less than twelve months primarily to hedge against value changes in foreign currency. The related gains and losses are recorded in Other income - net. See Note 15. There were no material foreign currency option and forward contracts outstanding at June 30, 2024 and June 30, 2023.
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NOTE 13 - FAIR VALUE MEASUREMENTS
The Fair Value Measurements and Disclosures Topic of the ASC applies to the Company’s financial and non-financial assets and liabilities. The guidance applies when other standards require or permit the fair value measurement of assets and liabilities. Under the guidance, assets and liabilities measured at fair value are categorized as follows:
Level 1: Quoted prices in active markets for identical assets
Level 2: Significant other observable inputs
Level 3: Significant unobservable inputs
There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at June 30, 2024 and December 31, 2023. Except for the acquisition and divestiture related fair value measurements described in Note 3, there were no assets and liabilities measured at fair value on a nonrecurring basis. The following table presents the Company’s financial assets that are measured at fair value on a recurring basis, categorized using the fair value hierarchy.
June 30, 2024December 31, 2023
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Deferred compensation plan$93.8 $93.8 $ $ $84.7 $84.7 $— $— 
Net investment hedges8.5  8.5   — — — 
$102.3 $93.8 $8.5 $ $84.7 $84.7 $ $ 
Liabilities:
Net investment hedges$0.1 $ $0.1 $ $24.4 $— $24.4 $— 
The deferred compensation plan assets consist of the investment funds maintained for future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topics of the ASC. The Level 1 investments are valued using quoted market prices multiplied by the number of shares. The deferred compensation plan assets also include partnership funds measured using net asset value (or its equivalent) as a practical expedient, which are not classified in the fair value hierarchy. As of June 30, 2024 and December 31, 2023, the fair value of the partnership funds was $6.6 million and $6.4 million, respectively. The cost basis of all investments within the deferred compensation plan was $80.3 million and $76.3 million at June 30, 2024 and December 31, 2023, respectively.
The net investment hedges represent the fair value of outstanding cross currency swap contracts (see Note 12). The fair value is based on a valuation model that uses observable inputs, including interest rate curves and the Euro foreign currency rate.
The fair value of the Company’s publicly traded debt is based on quoted market prices. The fair value of the Company’s non-publicly traded debt is estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The Company’s publicly traded debt and non-traded debt are classified as Level 1 and Level 2, respectively, in the fair value hierarchy. The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.
June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Publicly traded debt$8,980.0 $7,850.2 $9,475.8 $8,615.1 
Non-publicly traded debt0.5 0.5 0.9 0.8 
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NOTE 14 - REVENUE
The Company manufactures and sells paint, stains, supplies, equipment and floor covering through company-operated stores, branded and private label products through retailers, and a broad range of industrial coatings directly to global manufacturing customers through company-operated branches. A large portion of the Company’s revenue is recognized at a point in time and made to customers who are not engaged in a long-term supply agreement or any form of contract with the Company. These sales are paid for at the time of sale in cash, credit card or on account with the vast majority of customers having terms between 30 and 60 days, not to exceed one year. Many customers who purchase on account take advantage of early payment discounts offered by paying within 30 days of being invoiced. The Company estimates variable consideration for these sales on the basis of both historical information and current trends to estimate the expected amount of discounts to which customers are likely to be entitled.
The remaining revenue is governed by long-term supply agreements and related purchase orders (contracts) that specify shipping terms and aspects of the transaction price including rebates, discounts and other sales incentives, such as advertising support. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.
Refer to Note 18 for the Company's disaggregation of Net sales by Reportable Segment. As the Reportable Segments are aligned by similar economic factors, trends and customers, this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Approximately 80% of the Company’s net sales are in the Company’s North America region (which is comprised of the United States, Canada and the Caribbean region), slightly less than 10% in the EMEAI region (Europe, Middle East, Africa and India), with the remaining global regions accounting for the residual balance. No country outside of the United States is individually significant.
The Company has made payments or given credits for various incentives at the beginning of a long-term contract where future revenue is expected and before satisfaction of performance obligations. Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments over the expected benefit life of the long-term contract typically on a straight-line basis.
The majority of variable consideration in the Company’s contracts include a form of volume rebate, discounts, and other incentives, where the customer receives a retrospective percentage rebate based on the amount of their purchases. In these situations, the rebates are accrued as a fixed percentage of sales and recorded as a reduction of net sales until paid to the customer per the terms of the contract. Forms of variable consideration such as tiered rebates, whereby a customer receives a retrospective price decrease dependent on the volume of their purchases, are calculated using a forecasted percentage to determine the most likely amount to accrue. Management creates a baseline calculation using historical sales and then utilizing forecast information, estimates the anticipated sales volume each quarter to calculate the expected reduction to sales. The remainder of the transaction price is fixed as agreed upon with the customer, limiting estimation of revenues including constraints.
The Company’s Accounts receivable and current and long-term contract assets and liabilities are summarized in the following table.
Accounts Receivable,
Less Allowance
Contract
Assets
(Current)
Contract
Assets
(Long-Term)
Contract
Liabilities
(Current)
Contract
Liabilities
(Long-Term)
Balance sheet caption:Accounts receivable, netOther
current assets
Other
assets
Other
accruals
Other long-term
liabilities
Balance at December 31, 2023$2,467.9 $46.2 $151.7 $365.7 $3.8 
Balance at June 30, 20243,048.1 60.8 223.7 306.3 4.0 
The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the contractual performance obligation and the associated payment.
Provisions for estimated returns are established and the expected costs continue to be recognized as contra-revenue per ASC 606 when the products are sold. The Company only offers an assurance type warranty on products sold, and there is no material service to the customer beyond fixing defects that existed at the time of sale and no warranties are sold separately.
20


Warranty liabilities are excluded from the table above. Amounts recognized during the year from deferred revenue were not material. The Company records a right of return liability within each of its operations to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.
Allowance for Current Expected Credit Losses
Accounts receivable are recorded at the time of credit sales, net of an allowance for current expected credit losses. The Company records an allowance for current expected credit losses to reduce Accounts receivable to the net amount expected to be collected (estimated net realizable value).
Under ASC 326, the Company reviews the collectibility of the Accounts receivable balance each reporting period and estimates the allowance for current expected credit losses based on historical bad debt experience, aging of accounts receivable, current creditworthiness of customers, current economic factors, as well as reasonable and supportable forward-looking information. Accounts receivable balances are written-off against the allowance for current expected credit losses if a final determination of uncollectibility is made. All provisions for the allowance for current expected credit losses are included in Selling, general and administrative expenses.
The following table summarizes the movement in the Company's allowance for current expected credit losses:
Six Months Ended
June 30,
20242023
Beginning balance$59.6 $56.6 
Bad debt expense37.4 32.4 
Uncollectible accounts written off, net of recoveries(20.1)(12.3)
Ending balance$76.9 $76.7 
NOTE 15 - OTHER
Other general income - net
Included in Other general income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Provisions for environmental matters - net$(14.1)$0.6 $(10.5)$13.3 
Gain on divestiture of business (see Note 3) (20.1) (20.1)
Gain on sale or disposition of assets(19.8)(16.2)(23.2)(20.8)
Other0.3 3.2 2.1 5.6 
Other general income - net$(33.6)$(32.5)$(31.6)$(22.0)
Provisions for environmental matters - net represent initial provisions for site-specific estimated costs of environmental investigation or remediation and increases or decreases to environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. Provisions for environmental matters - net for the three and six months ended June 30, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site. See Note 8 for further details on the Company’s environmental-related activities.
The Gain on sale or disposition of assets represents gains associated with the sale or disposal of property, plant and equipment and intangible assets previously used in the conduct of the primary business of the Company.
There were no items within the Other caption that were individually significant.
21


Other income - net
Included in Other income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Net investment gains$(3.8)$(15.5)$(8.9)$(18.7)
Net expense from banking activities4.4 3.9 7.7 7.8 
Foreign currency transaction related (gains) losses - net(4.6)16.8 3.0 23.6 
Miscellaneous periodic benefit income(4.9)(5.1)(9.8)(10.2)
Other income(25.2)(15.8)(34.2)(30.4)
Other expense2.1 9.9 2.5 18.9 
Other income - net$(32.0)$(5.8)$(39.7)$(9.0)
Net investment gains primarily relate to the change in market value of the investments held in the deferred compensation plan and bonds issued by a foreign government. See Note 13 for additional information on the fair value of these investments.
Foreign currency transaction related (gains) losses - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina, and net realized (gains) losses from foreign currency option and forward contracts. See Note 12 for additional information regarding these foreign currency contracts.
Miscellaneous periodic benefit income consists of the non-service components of pension and other postretirement benefit net periodic benefit cost (credit). See Note 7.
Other income and other expense include items of revenue, gains, expenses and losses that were unrelated to the primary business purpose of the Company. There were no items within the other income or other expense caption that were individually significant.
NOTE 16 - INCOME TAXES
The effective tax rate was 24.2% and 23.1% for the second quarter and first six months of 2024, respectively, compared to 21.6% and 21.9% for the second quarter and first six months of 2023, respectively. The increase in the effective tax rate for the second quarter was primarily due to a favorable adjustment in the second quarter of 2023 related to the divestiture of the China architectural business and a less favorable impact from tax benefits related to employee share-based payments. For the first six months, the increase in the effective tax rate was primarily related to a favorable adjustment related to the divestiture of the China architectural business in the second quarter of 2023, partially offset by a more favorable impact from tax benefits related to employee share-based payments during the first six months of 2024. The other significant components of the Company’s effective tax rate were consistent year-over-year.
At December 31, 2023, the Company had $121.8 million in unrecognized tax benefits, the recognition of which would have an effect of $109.4 million on the effective tax rate. Included in the balance of unrecognized tax benefits at December 31, 2023 was $8.4 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months.
The Company classifies all income tax related interest and penalties as income tax expense. At December 31, 2023, the Company had accrued $20.4 million for the potential payment of income tax interest and penalties.
In the second quarter of 2024, the Company agreed to a Notice of Proposed Adjustment by the IRS for $28.7 million related to certain adjustments for 2017 through 2019, and is adequately reserved. There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2023 during the six months ended June 30, 2024.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company finalized the IRS audit for the 2013 through 2016 income tax returns in 2023 and paid the related assessments in the fourth quarter of 2023 and first quarter of 2024. The Company finalized the IRS audit for the 2011 income tax return in 2023 and paid the tax assessment in the second quarter of 2024. The Company expects to pay the remaining portion related to interest in 2024. The IRS is currently auditing the Company’s 2017 through 2019 income tax returns. As of June 30, 2024, the federal statute of limitations has not expired for the 2017 through 2023 tax years.
22


At June 30, 2024, the Company is subject to non-U.S. income tax examinations for the tax years of 2014 through 2023. In addition, the Company is subject to state and local income tax examinations for the tax years 2015 through 2023.
NOTE 17 - NET INCOME PER SHARE
Basic and diluted net income per share are calculated using the treasury stock method.
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Basic
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding251.0 256.0 251.8 256.3 
Basic net income per share$3.55 $3.10 $5.54 $4.96 
Diluted
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding assuming dilution:
Average shares outstanding251.0 256.0 251.8 256.3 
Stock options and other contingently issuable shares (1)
3.2 2.9 3.3 3.0 
Average shares outstanding assuming dilution254.2 258.9 255.1 259.3 
Diluted net income per share$3.50 $3.07 $5.47 $4.90 
(1)There were 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2024. There were 2.0 million and 2.8 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2023, respectively.

23


NOTE 18 - REPORTABLE SEGMENT INFORMATION
The Company reports its segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding the allocation of resources in accordance with the Segment Reporting Topic of the ASC. The Company determined it has three reportable segments: Paint Stores Group, Consumer Brands Group and Performance Coatings Group (individually, a Reportable Segment and collectively, the Reportable Segments). Refer to Note 23 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for further details on the Company's Reportable Segments.
Three Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,619.9 $844.3 $1,806.4 $0.9 $6,271.5 
Intersegment transfers 1,449.9 6.7 (1,456.6) 
Total net sales and intersegment transfers$3,619.9 $2,294.2 $1,813.1 $(1,455.7)$6,271.5 
Segment profit$907.1 $204.4 $301.5 $1,413.0 
Interest expense$(110.8)(110.8)
Administrative expenses and other(128.8)(128.8)
Income before income taxes$907.1 $204.4 $301.5 $(239.6)$1,173.4 
Three Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,498.7 $945.8 $1,794.9 $1.2 $6,240.6 
Intersegment transfers— 1,433.7 61.3 (1,495.0)— 
Total net sales and intersegment transfers$3,498.7 $2,379.5 $1,856.2 $(1,493.8)$6,240.6 
Segment profit$849.3 $110.3 $272.7 $1,232.3 
Interest expense$(111.7)(111.7)
Administrative expenses and other(108.5)(108.5)
Income before income taxes $849.3 $110.3 $272.7 $(220.2)$1,012.1 
24


Six Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,492.9 $1,655.3 $3,488.3 $2.3 $11,638.8 
Intersegment transfers 2,661.7 43.8 (2,705.5) 
Total net sales and intersegment transfers$6,492.9 $4,317.0 $3,532.1 $(2,703.2)$11,638.8 
Segment profit$1,400.3 $357.8 $539.2 $2,297.3 
Interest expense$(213.8)(213.8)
Administrative expenses and other(270.1)(270.1)
Income before income taxes $1,400.3 $357.8 $539.2 $(483.9)$1,813.4 
Six Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,357.8 $1,818.5 $3,504.7 $2.0 $11,683.0 
Intersegment transfers— 2,687.1 109.8 (2,796.9)— 
Total net sales and intersegment transfers$6,357.8 $4,505.6 $3,614.5 $(2,794.9)$11,683.0 
Segment profit$1,376.0 $204.1 $491.6 $2,071.7 
Interest expense$(221.0)(221.0)
Administrative expenses and other(223.8)(223.8)
Income before income taxes $1,376.0 $204.1 $491.6 $(444.8)$1,626.9 
In the reportable segment financial information, Segment profit represents each reportable segment’s Income before income taxes. Due to the nature of the Company’s integrated manufacturing operations and centralized administrative and information technology support, a substantial amount of allocations are made to determine segment financial information. Domestic intersegment transfers are primarily accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs for paint products. Non-paint domestic and all international intersegment transfers are primarily accounted for at values comparable to normal unaffiliated customer sales. All intersegment transfers are eliminated within the Administrative function. In 2023, absorbed manufactured cost standards for domestic intersegment transfers were established inclusive of forecasted cost reductions from planned initiatives for which unfavorable deviations were recognized within the Consumer Brands Group. The manufactured cost standards established at the beginning of 2024 did not include forecasted cost reductions.
Net sales of all consolidated foreign subsidiaries were $1.143 billion and $1.150 billion for the three months ended June 30, 2024 and 2023, respectively. Net external sales of all consolidated foreign subsidiaries were $2.246 billion and $2.237 billion for the six months ended June 30, 2024 and 2023, respectively. Long-lived assets of these subsidiaries totaled $3.456 billion and $3.348 billion at June 30, 2024 and 2023, respectively. Domestic operations accounted for the remaining Net sales and long-lived assets. No single geographic area outside the United States was significant relative to consolidated Net sales, Income before income taxes or consolidated long-lived assets. Export sales and sales to any individual customer were each less than 10% of consolidated Net sales in 2024 and 2023.
For further details on the Company's Reportable Segments, see Note 23 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
25


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(dollars in millions, except as noted and per share data)
BACKGROUND
The Sherwin-Williams Company, founded in 1866, and its consolidated wholly owned subsidiaries (collectively, the Company) are engaged in the development, manufacture, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America with additional operations in the Caribbean region and throughout Europe, Asia and Australia.
The Company is structured into three reportable segments - Paint Stores Group, Consumer Brands Group and Performance Coatings Group (collectively, the Reportable Segments) - and an Administrative function in the same way it is internally organized for assessing performance and making decisions regarding the allocation of resources. See Note 18 in Item 1 for additional information on the Company's Reportable Segments.
SUMMARY
Consolidated Net sales increased 0.5% in the quarter to $6.272 billion
Net sales from stores in the Paint Stores Group open more than twelve calendar months increased 2.4% in the quarter
Diluted net income per share increased 14.0% to $3.50 per share in the quarter compared to $3.07 per share in the second quarter 2023
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) in the quarter increased 12.1% to $1.438 billion in the quarter, or 22.9% of Net sales
OUTLOOK
Entering the second half of 2024, we face continued macroeconomic uncertainties. While we are not immune to market conditions, we are well-positioned in each of our targeted markets and remain highly confident in our customer focused strategy. We will continue to prioritize investments in new stores, sales and technical personnel, innovation, digital and other growth initiatives that will allow us to capitalize on our strengths and drive share gains and above market performance.
We employ a disciplined capital deployment strategy, while maintaining a balanced approach toward driving value for our customers and returns to our shareholders. We continue to pursue business acquisitions, transactions and investments that fit our long-term growth strategy. We will return value to our shareholders through the payment of dividends and the reinvestment of excess cash for share repurchases of Company stock. We have a strong liquidity position, with $200.0 million in cash and $2.343 billion of unused capacity under our credit facilities at June 30, 2024. We are, and expect to remain, in compliance with bank covenants.
26


RESULTS OF OPERATIONS
The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The results of operations for the three and six months ended June 30, 2024 are not indicative of the results to be expected for the full year as our business is seasonal in nature, with the majority of Net sales for the Reportable Segments traditionally occurring during the second and third quarters. However, periods of economic uncertainty can alter the Company's seasonal patterns.
The following discussion and analysis addresses comparisons of material changes in the consolidated financial statements for the three and six months ended June 30, 2024 and 2023.
Net Sales
Three Months Ended June 30, 2024
Three Months Ended June 30,
 20242023$ Change% ChangeCurrency ImpactAcquisition
and
Divestiture Impact
Paint Stores Group$3,619.9 $3,498.7 $121.2 3.5 %(0.1)%— %
Consumer Brands Group844.3 945.8 (101.5)(10.7)%(2.1)%(2.2)%
Performance Coatings Group1,806.4 1,794.9 11.5 0.6 %(1.0)%1.7 %
Administrative0.9 1.2 (0.3)(25.0)%— %— %
Total$6,271.5 $6,240.6 $30.9 0.5 %(0.6)%0.2 %
Consolidated Net sales increased by 0.5% in the second quarter of 2024 primarily due to higher sales volumes in the Paint Stores and Performance Coatings Groups, partially offset by lower sales volumes in the Consumer Brands Group, inclusive of the impact from the divestiture of the China architectural business in the prior year. Net sales of all consolidated foreign subsidiaries decreased to $1.143 billion in the second quarter of 2024 compared to $1.150 billion in the same period last year. The decrease in Net sales for all consolidated foreign subsidiaries was due to lower Net sales in the Latin America and Asia regions, partially offset by higher Net sales in the Europe region. Net sales of all operations other than consolidated foreign subsidiaries increased to $5.129 billion in the second quarter of 2024 compared to $5.091 billion in the same period last year.
Net sales in the Paint Stores Group increased by 3.5% in the second quarter of 2024 primarily due to low-single digit sales volume growth and continued realization of higher selling prices implemented earlier in the year. Net sales grew in all end markets, lead by residential repaint, new residential, commercial and protective and marine, with the exception of property maintenance which declined modestly year-over-year. Net sales from stores open for more than twelve calendar months increased by 2.4% in the second quarter of 2024 compared to last year’s comparable period. Net sales of non-paint products increased 1.4% in the second quarter of 2024 compared to last year's second quarter. A discussion of changes in volume versus pricing for sales of non-paint products is not pertinent due to the wide assortment of general merchandise sold.
Net sales in the Consumer Brands Group decreased by 10.7% in the second quarter of 2024 primarily due to a mid-single digit percentage sales volume decline as a result of soft DIY demand in North America, the impact from the divestitures in the prior year and unfavorable currency translation. These decreases were partially offset by selling price increases in Latin America, which impacted Net sales by a low-single digit percentage.
Net sales in the Performance Coatings Group increased by 0.6% in the second quarter of 2024 primarily due to incremental sales from an acquisition and low-single digit percentage sales volume growth, partially offset by selling price decreases, which impacted Net sales by a low-single digit percentage and unfavorable currency translation. Sales volume was varied by region and business unit. Performance was led by Industrial Wood, Coil and Automotive Refinish in North America, partially offset by a decrease in General Industrial across all regions.



Six Months Ended June 30, 2024
Six Months Ended June 30,
20242023$ Change% ChangeCurrency ImpactAcquisition
and
Divestiture Impact
Paint Stores Group$6,492.9 $6,357.8 $135.1 2.1 %— %— %
Consumer Brands Group1,655.3 1,818.5 (163.2)(9.0)%(1.6)%(2.4)%
Performance Coatings Group3,488.3 3,504.7 (16.4)(0.5)%(0.3)%1.5 %
Administrative2.3 2.0 0.3 15.0 %— %— %
Total$11,638.8 $11,683.0 $(44.2)(0.4)%(0.4)%0.1 %
Consolidated Net sales decreased by 0.4% in the first six months of 2024 primarily due to higher sales volume in the Paint Stores and Performance Coatings Groups, partially offset by lower sales volumes in the Consumer Brands Group, inclusive of the impact from the divestiture of the China architectural business and a non-core domestic aerosol business in the prior year. Net sales of all consolidated foreign subsidiaries increased to $2.246 billion in the first six months of 2024 compared to $2.237 billion in the same period last year. The increase in Net sales for all consolidated foreign subsidiaries was due to growth in the Europe region, partially offset by lower Net sales in the Latin America and Asia regions. Net sales of all operations other than consolidated foreign subsidiaries decreased 0.6% to $9.393 billion in the first six months of 2024 compared to $9.446 billion in the same period last year.
Net sales in the Paint Stores Group increased by 2.1% in the first six months of 2024 primarily due to low single digit sales volume growth and realization of higher selling prices that were implemented earlier in the year. Net sales from stores open for more than twelve calendar months increased 1.3% in the first six months of 2024 compared to last year’s comparable period. Net sales of non-paint products increased 0.1% in the first six months of 2024 compared to last year's first six months. A discussion of changes in volume versus pricing for sales of products other than paint is not pertinent due to the wide assortment of general merchandise sold.
Net sales in the Consumer Brands Group decreased by 9.0% in the first six months of 2024 primarily due to a mid-single digit percentage sales volume decline, the impact from divestitures in the prior year and unfavorable currency translation.
Net sales in the Performance Coatings Group decreased by 0.5% in the first six months of 2024 primarily due to selling price decreases, which impacted Net sales by a low-single digit percentage and unfavorable currency translation, partially offset by low single-digit sales volume growth, inclusive of an acquisition in the prior year. Performance was led by Industrial Wood and Coil, but was offset by a decrease in General Industrial and Packaging.
Income Before Income Taxes
The following table presents the components of Income before income taxes as a percentage of Net sales:
Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
% of Net Sales% of Net Sales% of Net Sales% of Net Sales
Net sales$6,271.5 100.0 %$6,240.6 100.0 %$11,638.8 100.0 %$11,683.0 100.0 %
Cost of goods sold3,208.1 51.2 %3,368.3 54.0 %6,044.4 51.9 %6,389.8 54.7 %
Gross profit3,063.4 48.8 %2,872.3 46.0 %5,594.4 48.1 %5,293.2 45.3 %
SG&A1,845.7 29.4 %1,760.0 28.2 %3,645.5 31.3 %3,453.0 29.6 %
Other general income - net(33.6)(0.5)%(32.5)(0.5)%(31.6)(0.3)%(22.0)(0.2)%
Impairment  %34.0 0.5 %  %34.0 0.3 %
Interest expense110.8 1.8 %111.7 1.8 %213.8 1.8 %221.0 1.9 %
Interest income(0.9) %(7.2)(0.1)%(7.0)(0.1)%(10.7)(0.1)%
Other income - net(32.0)(0.6)%(5.8)(0.1)%(39.7)(0.2)%(9.0)(0.1)%
Income before income taxes$1,173.4 18.7 %$1,012.1 16.2 %$1,813.4  15.6 %$1,626.9 13.9 %



Three Months Ended June 30, 2024
Consolidated Cost of goods sold decreased $160.2 million, or 4.8%, in the second quarter of 2024 compared to the same period in 2023 due primarily to moderating raw material costs, partially offset by a low single-digit increase in sales volume. Currency translation rate changes decreased Cost of goods sold by approximately 0.7% in the second quarter of 2024.
Consolidated gross profit increased $191.1 million in the second quarter of 2024 compared to the same period in 2023. Consolidated gross profit as a percent of consolidated Net sales increased in the second quarter of 2024 to 48.8% compared to 46.0% during the same period in 2023. Consolidated gross profit dollars increased primarily due to moderating raw material costs and higher Net sales.
The Paint Stores Group’s gross profit in the second quarter of 2024 was higher than the same period last year by $93.3 million due primarily to higher Net sales and moderating raw material costs. The Paint Stores Group’s gross profit as a percent of Net sales increased in the second quarter of 2024 compared to the same period in 2023 for these same reasons. The Consumer Brands Group’s gross profit increased by $79.6 million in the second quarter of 2024 compared to the same period last year due primarily to higher fixed cost absorption in the manufacturing and distribution operations within the segment and moderating raw material costs, partially offset by lower Net sales. The Consumer Brands Group’s gross profit as a percent of Net sales increased in the second quarter of 2024 compared to the same period in 2023 for these same reasons. The Performance Coatings Group’s gross profit increased $19.9 million in the second quarter of 2024 compared to the same period last year due primarily to moderating raw material costs and higher Net sales. The Performance Coatings Group’s gross profit as a percent of Net sales increased in the second quarter of 2024 compared to the same period last year for these same reasons.
Consolidated Selling, general and administrative expenses (SG&A) increased $85.7 million in the second quarter of 2024 versus the same period last year due primarily to investments in long-term growth strategies, including expenses to support net new store openings and digital technologies, and higher employee-related costs. As a percent of Net sales, consolidated SG&A increased 120 basis points in the second quarter of 2024 compared to the same period last year for these same reasons.
The Paint Stores Group’s SG&A increased $36.5 million in the second quarter of 2024 compared to the same period last year due primarily to investments in long-term growth initiatives, including increased spending from new store openings, and higher employee-related costs. The Consumer Brands Group’s SG&A decreased $1.5 million in the second quarter of 2024 compared to the same period last year due primarily to the divestiture of the China architectural business, partially offset by higher employee-related costs. The Performance Coatings Group’s SG&A increased $16.4 million in the second quarter of 2024 compared to the same period last year due to higher employee-related costs. The Administrative function’s SG&A increased $34.3 million in the second quarter of 2024 compared to the same period last year due primarily to higher employee-related costs and increased expenses related to digital technologies and systems.
Other general income - net increased $1.1 million in the second quarter of 2024 compared to the same period last year primarily due to a decrease in provisions for environmental matters, net in the Administrative function, an increase in the gain on sale or disposition of assets and a decrease in miscellaneous expenses. This activity was partially offset by the gain recognized in the prior year related to the divestiture of a business. See Note 15 in Item 1 for additional information.
For information on impairment as a result of the China architectural business classification change to held for sale as of June 30, 2023, see Notes 3 and 5 in Item 1 and Note 3 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Interest expense decreased $0.9 million in the second quarter of 2024 compared to the same period last year due primarily to a decrease in outstanding debt. See Note 6 in Item 1 for additional information on the Company’s outstanding debt.
Other income - net increased $26.2 million in the second quarter of 2024 compared to the same period last year due primarily to foreign currency transaction related gains in the current year compared to losses in the prior year, partially offset by a decrease in investment gains. See Note 15 in Item 1 for additional information.
Six Months Ended June 30, 2024
Consolidated Cost of goods sold decreased $345.4 million, or 5.4%, in the first six months of 2024 compared to the same period in 2023 due primarily to moderating raw material costs, partially offset by a low single-digit increase in sales volume. Currency translation rate changes decreased Cost of goods sold by approximately 0.4% in the first six months of 2024.
Consolidated gross profit increased $301.2 million in the first six months of 2024 compared to the same period in 2023. Consolidated gross profit as a percent of consolidated Net sales increased in the first six months of 2024 to 48.1% compared to 45.3% during the same period in 2023. Consolidated gross profit dollars increased primarily due to moderating raw material costs, partially offset by lower Net sales.



The Paint Stores Group’s gross profit in the first six months of 2024 was higher than the same period last year by $122.2 million due primarily to higher Net sales and moderating raw material costs. The Paint Stores Group’s gross profit as a percent of Net sales increased in the first six months of 2024 compared to the same period in 2023 for these same reasons. The Consumer Brands Group’s gross profit increased by $151.1 million in the first six months of 2024 compared to the same period last year due primarily to higher fixed cost absorption in the manufacturing and distribution operations within the segment and moderating raw material costs, partially offset by lower Net sales. The Consumer Brands Group’s gross profit as a percent of Net sales increased in the first six months of 2024 compared to the same period last year for these same reasons. The Performance Coatings Group’s gross profit increased $25.7 million in the first six months of 2024 compared to the same period last year due primarily to moderating raw material costs, partially offset by lower Net sales. The Performance Coatings Group’s gross profit as a percent of Net sales increased in the first six months of 2024 compared to the same period last year for these same reasons.
Consolidated SG&A increased $192.5 million in the first six months of 2024 versus the same period last year due primarily to investments in long-term growth strategies, including expenses to support net new store openings and digital technologies, and higher employee-related costs. As a percent of Net sales, consolidated SG&A increased 170 basis points in the first six months of 2024 compared to the same period last year for these same reasons.
The Paint Stores Group’s SG&A increased $91.9 million in the first six months of 2024 compared to the same period last year due primarily to investments in long-term growth initiatives, including increased spending from new store openings, and higher employee-related costs. The Consumer Brands Group’s SG&A increased $6.4 million in the first six months of 2024 compared to the same period last year due to higher employee-related costs, partially offset by other effective cost control measures. The Performance Coatings Group’s SG&A increased $16.2 million in the first six months of 2024 compared to the same period last year due primarily to higher employee-related costs and investments in long-term initiatives. The Administrative function’s SG&A increased $78.0 million in the first six months of 2024 compared to the same period last year due primarily to higher employee-related costs and increased expenses related to digital technologies and systems.
Other general income - net increased $9.6 million in the first six months of 2024 compared to the same period last year primarily due to a decrease in provisions for environmental matters, net in the Administrative function, an increase in the gain on sale or disposition of assets and a decrease in miscellaneous expenses. This activity was partially offset by the gain recognized in the prior year related to the divestiture of a business. See Note 15 in Item 1 for additional information.
For information on impairment as a result of the China architectural business classification change to held for sale as of June 30, 2023, see Notes 3 and 5 in Item 1 and Note 3 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Interest expense decreased $7.2 million in the first six months of 2024 compared to the same period last year due primarily to a decrease in outstanding debt. See Note 6 in Item 1 for additional information on the Company’s outstanding debt.
Other income - net increased $30.7 million in the first six months of 2024 compared to the same period last year due primarily to lower foreign currency transaction related losses in the current year compared to the prior year, partially offset by a decrease in investment gains. See Note 15 in Item 1 for additional information.



The following table presents Income before income taxes by segment and as a percentage of Net sales by segment:
Three Months Ended
June 30,
Six Months Ended
June 30,
 20242023% Change20242023% Change
Income Before Income Taxes:
Paint Stores Group$907.1 $849.3 6.8 %$1,400.3 $1,376.0 1.8 %
Consumer Brands Group204.4 110.3 85.3 %357.8 204.1 75.3 %
Performance Coatings Group301.5 272.7 10.6 %539.2 491.6 9.7 %
Administrative(239.6)(220.2)(8.8)%(483.9)(444.8)(8.8)%
Total$1,173.4 $1,012.1 15.9 %$1,813.4 $1,626.9 11.5 %
Income Before Income Taxes
as a % of Net Sales:
Paint Stores Group25.1 %24.3 %21.6 %21.6 %
Consumer Brands Group24.2 %11.7 %21.6 %11.2 %
Performance Coatings Group16.7 %15.2 %15.5 %14.0 %
Administrativenmnmnmnm
Total18.7 %16.2 %15.6 %13.9 %
nm - not meaningful
Income Tax Expense
The effective tax rate was 24.2% for the second quarter of 2024 compared to 21.6% for the second quarter of 2023, and 23.1% for the first six months of 2024 compared to 21.9% for the first six months of 2023. The increase in the effective tax rate for the second quarter was due primarily to a less favorable impact of tax benefits related to employee share-based payments and a favorable adjustment in the second quarter of 2023 related to the divestiture of the China architectural business. For the first six months, the increase in the effective tax rate was primarily related to the divestiture of the China architectural business in the second quarter of 2023, and partially offset by a more favorable impact of tax benefits related to employee share-based payments during the first six months. The other significant components of the Company’s effective tax rate were consistent in both comparable periods. See Note 16 in Item 1 for additional information.
Net Income Per Share
Diluted net income per share in the second quarter of 2024 increased 14.0% to $3.50 per share compared to $3.07 per share in the second quarter of 2023. Diluted net income per share included a $0.20 per share charge for acquisition-related amortization expense in both the second quarter of 2024 and 2023. In the second quarter of 2023, diluted net income per share also included a net charge of $0.02 per share related to activities associated with the Company’s restructuring plan. Currency translation rate changes decreased diluted net income per share by $0.02 in the second quarter of 2024.
Diluted net income per share for the first six months of 2024 increased 11.6% to $5.47 per share compared to $4.90 per share in the first six months of 2023. Diluted net income per share included a $0.39 and $0.42 per share charge for acquisition-related amortization expense for the first six months of 2024 and 2023, respectively. In the first six months of 2023, diluted net income per share also included a net charge of $0.02 per share related to activities associated with the Company’s restructuring plan. Currency translation rate changes decreased diluted net income per share by $0.02 in the first six months of 2024.
For information on the Company’s restructuring plan, see Note 4 in Item 1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.




FINANCIAL CONDITION, LIQUIDITY AND CASH FLOW
Overview
The Company’s financial condition and liquidity remained strong at June 30, 2024. The Company generated $1.144 billion in Net operating cash during the first six months of 2024. The Company returned cash of $1.341 billion to its shareholders in the form of dividends and share repurchases during the first six months of 2024. The Company’s EBITDA increased 8.0% to $2.334 billion. See the Non-GAAP Financial Measures section below for the definition and calculation of EBITDA.
At June 30, 2024, the Company had Cash and cash equivalents of $200.0 million and Total debt outstanding of $10.339 billion. Total debt, net of Cash and cash equivalents, was $10.139 billion. The Company continues to maintain sufficient short-term borrowing capacity at reasonable rates, and the Company has sufficient cash on hand and total available borrowing capacity to fund its current operating needs.
Net Working Capital
Net working capital, defined as Total current assets less Total current liabilities, decreased $1.428 billion to a deficit of $1.416 billion at June 30, 2024 compared to a surplus of $11.5 million at June 30, 2023. The net working capital decrease is due to an increase in current liabilities and a decrease in current assets.
Current asset balances decreased $300.0 million at June 30, 2024 compared to June 30, 2023 primarily due to a decrease in Inventories of $149.9 million driven by lower inventory levels and moderating raw material costs, a decrease of $71.0 million in Other current assets, a decrease of $69.7 million in Accounts receivable, net and a decrease in Cash and cash equivalents of $9.4 million. The decrease in Other current assets primarily relates to the assets classified as held for sale as of June 30, 2023 which were subsequently sold (see Note 3 in Item 1).
Current liability balances increased $1.128 billion at June 30, 2024 compared to June 30, 2023 primarily due to an increase in Short-term borrowings of $552.1 million, an increase in the Current portion of long-term debt of $350.2 million, an increase in Other accruals of $152.1 million, primarily related to environmental liabilities, liabilities from contracts with customers and miscellaneous other current liabilities, an increase in Accrued taxes of $39.1 million and an increase in the Current portion of operating lease liabilities of $21.7 million. At June 30, 2024, the Company’s current ratio was 0.81 compared to 0.83 and 1.00 at December 31, 2023 and June 30, 2023, respectively.
Property, Plant and Equipment
Net property, plant and equipment increased $299.8 million in the first six months of 2024 and $694.1 million in the twelve months since June 30, 2023. The increase in the first six months was primarily due to capital expenditures of $498.6 million, partially offset by depreciation expense of $142.9 million and currency translation and other adjustments of $55.9 million. Since June 30, 2023, the increase was primarily due to capital expenditures of $1.093 billion, partially offset by depreciation expense of $289.1 million, the sale or disposition of fixed assets of $54.9 million and currency translation and other adjustments of $55.1 million.
Capital expenditures primarily represented expenditures related to construction activities associated with the new headquarters and research and development (R&D) center in the Administrative function. Construction of the new headquarters and R&D center is expected to be complete in 2024 at the earliest. In addition, capital expenditures were related to manufacturing capacity expansion, operational efficiencies and maintenance projects in the Consumer Brands and Performance Coatings Groups and the opening of new paint stores and renovation and improvements in existing stores in the Paint Stores Group.
In 2024, the Company expects to spend approximately the same as 2023 for capital expenditures, which it will fund primarily through the generation of operating cash. Core capital expenditures are targeted to be approximately 2% of Net sales in 2024 and are expected to be for investments in various productivity improvement and maintenance projects at existing manufacturing, distribution and R&D facilities and new store openings. Additionally, the Company will continue to construct its new headquarters and R&D center. Refer to “Real Estate Financing” below for further information on the financing transaction for the new headquarters.
Real Estate Financing
In December 2022, the Company closed a transaction to sell and subsequently lease back its partially-constructed new headquarters. As part of the terms of the transaction, the Company is contractually obligated for completing the construction of the building and related improvements at the new headquarters. This transaction did not meet the criteria for recognition as an asset sale under U.S. generally accepted accounting principles (US GAAP) and as such, was accounted for as a real estate financing transaction. The Company expects to receive total proceeds approximating $800 million to $850 million on an



incremental basis until completion of construction. The initial lease term includes the construction period and extends for 30 years thereafter, and the Company has the right and option to extend the lease term. The lease payment amounts during the construction period are dependent upon the timing and amount of total reimbursement of construction and other costs received by the Company. The amount of the lease payments during the initial 30 year lease term will be calculated upon completion of the construction period and receipt of total reimbursement of construction and other costs. Once determinable, this is expected to result in a significant increase in the Company’s long-term contractual obligations.
See Note 8 in Item 1 and Notes 8 and 11 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning real estate financing.
Goodwill and Intangible Assets
Goodwill decreased $19.1 million from December 31, 2023 and increased $160.4 million from June 30, 2023. The decrease during the first six months of 2024 was primarily due to foreign currency translation fluctuations and other adjustments of $46.3 million, partially offset by purchase accounting allocations of $27.2 million. The increase over the twelve month period from June 30, 2023 was primarily due to purchase accounting allocations of $181.4 million, partially offset by foreign currency translation fluctuations and other adjustments of $21.0 million.
Intangible assets decreased $187.7 million from December 31, 2023 and $241.6 million from June 30, 2023. The decrease during the first six months of 2024 was primarily due to amortization of $163.6 million and foreign currency translation fluctuations and other adjustments of $39.0 million, partially offset by capitalized software of $14.9 million. The decrease over the twelve month period from June 30, 2023 was primarily due to amortization of $321.9 million, trademark impairment of $24.0 million and foreign currency translation fluctuations and other adjustments of $21.2 million, partially offset by purchase accounting allocations of $110.6 million and capitalized software of $14.9 million.
See Note 5 in Item 1 for more information concerning the Company's Goodwill and Intangible assets and Note 3 in Item 1 for information on the impairment test performed as a result of the China architectural business classification change to held for sale as of June 30, 2023. In addition, see Note 7 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning the Company's Goodwill and Intangible assets.
Other Assets
Other assets increased $145.5 million from December 31, 2023 and $233.4 million from June 30, 2023. The increase in the first six months of 2024 and from June 30, 2023 was primarily due to an increase in Non-Traded Investments and other assets related to contracts with customers and deposits and other receivables. See Note 1 in Item 1 for additional information on the Company’s Non-Traded Investments.
Debt (including Short-term borrowings)
June 30,December 31,June 30,
202420232023
Long-term debt (including current portion)$8,980.5 $9,476.7 $9,595.2 
Short-term borrowings1,358.3 374.2 806.2 
Total debt outstanding$10,338.8 $9,850.9 $10,401.4 
The Company’s long-term debt primarily consists of senior notes as disclosed in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
The Company had unused capacity under its various credit agreements of $2.343 billion at June 30, 2024. See Note 6 in Item 1 for additional information.
Defined Benefit Pension and Other Postretirement Benefit Plans
Long-term liabilities for defined benefit pension and other postretirement benefit plans did not change significantly from December 31, 2023. The changes from June 30, 2023 are primarily due to changes in actuarial assumptions. See Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning the Company’s liabilities for defined benefit pension and other postretirement benefit plans.



Deferred Income Taxes
Deferred income taxes decreased $41.1 million from December 31, 2023 and $68.9 million from June 30, 2023 primarily due to amortization of acquisition-related intangible assets.
Environmental-Related Liabilities
The operations of the Company, like those of other companies in the same industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws, regulations and requirements and has implemented various programs designed to help protect the environment and promote continued compliance.
Depreciation of capital expenditures and other expenses related to ongoing environmental compliance measures were included in the normal operating expenses of conducting business. The Company’s capital expenditures, depreciation and other expenses related to ongoing environmental compliance measures were not material to the Company’s financial condition, liquidity, cash flow or results of operations during the first six months of 2024. Management does not expect that such capital expenditures, depreciation and other expenses will be material to the Company’s financial condition, liquidity, cash flow or results of operations in 2024. See Notes 8 and 15 in Item 1 for further information on environmental-related long-term liabilities.
Contractual Obligations, Commercial Commitments and Warranties
There have been no significant changes to the Company’s contractual obligations and commercial commitments in the first six months of 2024 as summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Litigation
See Note 9 in Item 1 for information concerning litigation.
Shareholders’ Equity
June 30,December 31,June 30,
202420232023
Total shareholders’ equity$3,751.8 $3,715.8 $3,631.1 
Shareholders’ equity increased $36.0 million during the first six months of 2024 as a result of Net income of $1.395 billion and an increase in Other capital of $148.4 million primarily associated with stock-based compensation expense and stock option exercises, partially offset by $994.1 million of treasury stock activity primarily attributable to treasury stock repurchases, cash dividends paid on common stock of $361.1 million and a decrease in AOCI of $152.6 million primarily due to foreign currency translation adjustments.
Shareholders’ equity increased $120.7 million since June 30, 2023 as a result of Net income of $2.513 billion and an increase in Other capital of $297.4 million primarily associated with stock-based compensation expense and stock option exercises, partially offset by $1.893 billion of treasury stock activity primarily attributable to treasury stock repurchases, cash dividends paid on common stock of $672.0 million and a decrease in AOCI of $125.6 million primarily due to foreign currency translation adjustments.
During the first six months of 2024, the Company purchased 3.1 million shares of its common stock for treasury purposes through open market purchases. The Company acquires its common stock for general corporate purposes, and depending on its cash position and market conditions, it may acquire additional shares in the future. The Company had remaining authorization at June 30, 2024 to purchase 36.5 million shares of its common stock.
In February 2024, the Company's Board of Directors increased the quarterly cash dividend from $0.605 per share to $0.715 per share. If approved in all subsequent quarters, this quarterly dividend will result in an annual dividend for 2024 of $2.86 per share or a 31% payout of 2023 diluted net income per share.



Cash Flow
Net operating cash for the six months ended June 30, 2024 was a source of $1.144 billion compared to a source of $1.295 billion for the same period in 2023. The decrease in Net operating cash was primarily due to higher cash requirements for working capital, partially offset by higher Net income.
Net investing cash usage increased $164.2 million in the first six months of 2024 to a usage of $582.1 million compared to a usage of $417.9 million for the same period in 2023 primarily due to an increase in cash used for capital expenditures, reduced proceeds from the sale of assets and the proceeds from the divestiture of a business in the prior year.
Net financing cash usage decreased $241.8 million in the first six months of 2024 to a usage of $627.8 million compared to a usage of $869.6 million for the same period in 2023 primarily due to a net increase in Short-term borrowings, higher proceeds from stock options exercised and real estate financing transactions, partially offset by an increase in payments of long-term debt, treasury stock purchases and cash dividends.
In the twelve month period from July 1, 2023 through June 30, 2024, the Company generated net operating cash of $3.371 billion, used $1.204 billion in investing activities and used $2.183 billion in financing activities.
Market Risk
The Company is exposed to market risk associated with interest rate, foreign currency and commodity fluctuations. The Company occasionally utilizes derivative instruments as part of its overall financial risk management policy, but does not use derivative instruments for speculative or trading purposes. In 2024 and 2023, the Company entered into foreign currency forward contracts with maturity dates of less than twelve months primarily to hedge against value changes in foreign currency. The Company also has cross currency swap contracts to hedge its net investment in European operations. See Notes 12 and 15 in Item 1 for additional information related to the Company’s use of derivative instruments.
The Company believes it may be exposed to continuing market risk from foreign currency exchange rate and commodity price fluctuations. However, the Company does not expect that foreign currency exchange rate and commodity price fluctuations or hedging contract losses will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Financial Covenant
Certain borrowings contain a consolidated leverage covenant. The covenant states that the Company’s consolidated leverage ratio is not to exceed 3.75 to 1.00, however, the Company may elect to temporarily increase the leverage ratio to 4.25 to 1.00 for a period of four consecutive fiscal quarters immediately following the consummation of a qualifying acquisition, as defined in the credit agreement dated August 30, 2022. The leverage ratio is defined as the ratio of total indebtedness (the sum of Short-term borrowings, Current portion of long-term debt and Long-term debt) at the reporting date to consolidated “Earnings Before Interest, Taxes, Depreciation, and Amortization” (EBITDA), as defined in the credit agreement, for the 12-month period ended on the same date. Refer to the “Non-GAAP Financial Measures” section below for a reconciliation of EBITDA to Net income. At June 30, 2024, the Company was in compliance with the covenant and expects to remain in compliance. The Company’s notes, debentures and revolving credit agreements contain various default and cross-default provisions. In the event of default under any one of these arrangements, acceleration of the maturity of any one or more of these borrowings may result. See Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning the Company’s debt and related covenant.



Non-GAAP Financial Measures
Management utilizes certain financial measures that are not in accordance with US GAAP to analyze and manage the performance of the business. The required disclosures for these non-GAAP measures are shown below. The Company provides such non-GAAP information in reporting its financial results to give investors additional data to evaluate the Company's operations. Management does not, nor does it suggest investors should, consider such non-GAAP measures in isolation from, or in substitution for, financial information prepared in accordance with US GAAP.
EBITDA and Adjusted EBITDA
EBITDA is a non-GAAP financial measure defined as Net income before income taxes, Interest expense, depreciation and amortization. Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA that excludes certain adjustments that management believes enhances investors’ understanding of the Company’s operating performance. Management considers EBITDA and Adjusted EBITDA useful in understanding the operating performance of the Company. The reader is cautioned that the Company’s EBITDA and Adjusted EBITDA should not be compared to other entities unknowingly. Further, EBITDA and Adjusted EBITDA should not be considered alternatives to Net income or Net operating cash as an indicator of operating performance or as a measure of liquidity. The reader should refer to the determination of Net income and Net operating cash in accordance with US GAAP disclosed in the Statements of Consolidated Income and Statements of Condensed Consolidated Cash Flows in Item 1.
The following table summarizes EBITDA and Adjusted EBITDA as calculated by management for the periods indicated below:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Interest expense110.8 111.7 213.8 221.0 
Income taxes283.5 218.4 418.3 355.8 
Depreciation71.8 75.7 142.9 146.1 
Amortization81.5 83.0 163.6 166.7 
EBITDA $1,437.5 $1,282.5 $2,333.7 $2,160.7 
Restructuring expense 8.7  9.6 
Impairment of assets related to China divestiture 34.0  34.0 
Gain on divestiture of domestic aerosol business (20.1) (20.1)
Adjusted EBITDA$1,437.5 $1,305.1 $2,333.7 $2,184.2 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported in the accompanying condensed consolidated financial statements. These determinations were made based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances, giving due consideration to materiality. We do not believe there is a great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.
A comprehensive discussion of the Company’s critical accounting policies, management estimates and significant accounting policies followed in the preparation of the condensed consolidated financial statements is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in critical accounting policies, management estimates or accounting policies since the year ended December 31, 2023.



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report constitute “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based upon management’s current expectations, predictions, 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 “believe,” “expect,” “estimate,” “project,” “plan,” “goal,” “target,” “potential,” “intend,” “aspire,” “strive,” “may,” “will,” “should,” “could,” “would,” “seek,” or “anticipate” or the negative thereof or comparable terminology.
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, performance and experience. These risks, uncertainties and other factors include such things as:
general business conditions, including the strength of retail and manufacturing economies and growth in the coatings industry;
changes in general domestic and international economic conditions, including due to changes in inflation rates, interest rates, tax rates, unemployment rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, government policies, laws and regulations;
weakening of global credit markets and our ability to generate cash to service our indebtedness;
fluctuations in foreign currency exchange rates, including as a result of inflation, central bank monetary policies, currency controls and other exchange restrictions;
any disruption in the availability of, or increases in the price of, raw material and energy supplies;
disruptions in the supply chain, including those related to industry capacity constraints, raw material availability, transportation and logistics delays and constraints, political instability or civil unrest;
catastrophic events, adverse weather conditions and natural disasters, including those that may be related to climate change or otherwise;
losses of or changes in our relationships with customers and suppliers;
competitive factors, including pricing pressures and product innovation and quality;
our ability to successfully integrate past and future acquisitions into our existing operations, as well as the performance of the businesses acquired;
risks and uncertainties associated with our expansion into and our operations in Asia, Europe, South America and other foreign markets, including general economic conditions, policy changes affecting international trade, political instability, inflation rates, recessions, sanctions, foreign currency exchange rates and controls, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest, armed conflicts and wars (including the ongoing conflict between Russia and Ukraine and the Israel-Hamas war) and other economic and political factors;
cybersecurity incidents and other disruptions to our information technology systems, and our reliance on information technology systems;
our ability to attract, retain, develop and progress a qualified global workforce;
our ability to execute on our business strategies related to sustainability matters, and achieve related expectations, including as a result of evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, and changes in carbon markets;
damage to our business, reputation, image or brands due to negative publicity;
our ability to protect or enforce our material trademarks and other intellectual property rights;
our ability to comply with numerous and evolving U.S. and non-U.S. laws, rules, and regulations and the effectiveness of our compliance efforts;
adverse changes to our tax positions in U.S. and non-U.S. jurisdictions, including as a result of new or revised tax laws or interpretations;
increasingly stringent domestic and foreign governmental regulations, including those affecting health, safety and the environment;
inherent uncertainties involved in assessing our potential liability for environmental-related activities;



other changes in governmental policies, laws and regulations, including changes in tariff policies, accounting policies and standards; and
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 effect of any legislation and administrative regulations relating thereto.
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 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, except as otherwise required by law.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk associated with interest rates, foreign currency and commodity fluctuations. The Company occasionally utilizes derivative instruments as part of its overall financial risk management policy, but does not use derivative instruments for speculative or trading purposes. The Company enters into option and forward currency exchange contracts and commodity swaps to hedge against value changes in foreign currency and commodities. The Company believes it may experience continuing losses from foreign currency translation and commodity price fluctuations. However, the Company does not expect currency translation, transaction, commodity price fluctuations or hedging contract losses to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. There were no material changes in the Company’s exposure to market risk since the disclosure included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. 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 President 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 (the Exchange Act). Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President - Finance and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and accumulated and communicated to our management including our President and Chief Executive Officer and our Senior Vice President - Finance and Chief Financial Officer, to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the periods covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Securities and Exchange Commission regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to these regulations, the Company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
For information regarding certain environmental-related matters and other legal proceedings, see the information included under the captions titled “Other Long-Term Liabilities” and “Litigation” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 8 and 9 of the “Notes to Condensed Consolidated Financial Statements.” The information contained in Note 9 to the Condensed Consolidated Financial Statements is incorporated herein by reference.
Item 1A. Risk Factors.
We face a number of risks that could materially and adversely affect our business, results of operations, cash flow, liquidity or financial condition. A discussion of our risk factors can be found in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. During the six months ended June 30, 2024, there were no material changes to our previously disclosed risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
A summary of the Company’s second quarter activity is as follows: 
PeriodTotal
Number of
Shares
Purchased
Average
Price
Paid Per
Share
Total Number of
Shares
Purchased as
Part of a
Publicly
Announced
Plan
Maximum Number of
Shares That
May Yet Be
Purchased
Under the
Plan
April 1 - April 30
Share repurchase program (1)
800,000 $307.34 800,000 37,125,000 
Employee transactions (2)
172 $310.45 — N/A
May 1 - May 31
Share repurchase program (1)
600,000 $314.24 600,000 36,525,000 
Employee transactions (2)
178 $319.32 — N/A
June 1 - June 30
Share repurchase program (1)
— $— — 36,525,000 
Employee transactions (2)
186 $297.61 — N/A
Quarter Total
Share repurchase program (1)
1,400,000 $310.29 1,400,000 36,525,000 
Employee transactions (2)
536 $308.94 — N/A
(1)Shares were purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program.
(2)Shares were delivered to satisfy the exercise price and/or tax withholding obligations by employees who exercised stock options or had restricted stock units vest.



Item 5. Other Information.
Trading Arrangements
During the quarter ended June 30, 2024, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.




Item 6. Exhibits.
4.1
31(a)
31(b)
32(a)
32(b)
101.INSInline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.






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 thereunto duly authorized. 
 THE SHERWIN-WILLIAMS COMPANY
July 23, 2024By:/s/ Jane M. Cronin
Jane M. Cronin
 Senior Vice President -
Enterprise Finance
July 23, 2024By:/s/ Allen J. Mistysyn
Allen J. Mistysyn
 Senior Vice President - Finance
 and Chief Financial Officer


EXHIBIT 4.1


AMENDMENT NO. 9 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 9 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 1, 2024 (this “Amendment”), among THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation (the “Company”), the Lenders party hereto, GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), and GOLDMAN SACHS MORTGAGE COMPANY (“GSMC”), as Issuing Bank (in such capacity, the “Issuing Bank”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS:

(1) The Company, the Administrative Agent, the Lenders from time to time party thereto and the Issuing Bank are parties to that certain Amended and Restated Credit Agreement, dated as of August 2, 2021 (as amended by Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of August 6, 2021, Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of November 18, 2021, Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of November 30, 2021, Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of August 15, 2022, Amendment No. 5 to the Amended and Restated Credit Agreement, dated as of August 26, 2022, Amendment No. 6 to the Amended and Restated Credit Agreement, dated as of September 8, 2022, Amendment No. 7 to the Amended and Restated Credit Agreement, dated as of September 14, 2022, and Amendment No. 8 to the Amended and Restated Credit Agreement, dated as of February 28, 2023, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”).

(2) The Company and the Issuing Bank are also parties to that certain Eleventh Amended and Restated Letter Agreement, dated as of February 28, 2023 (as such Eleventh Amended and Restated Letter Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time after the date hereof by the parties thereto, the “Fee Letter”), entered into in connection with the Credit Agreement.

(3) The Company, the Administrative Agent, the Issuing Bank and the Lenders party hereto (constituting at least the Required Lenders) have all agreed, on the terms and conditions set forth herein, to amend the Existing Credit Agreement as specified herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.    Amendment to the Existing Credit Agreement. Upon, and subject to, the satisfaction (or waiver in accordance with Section 9.02 of the Existing Credit Agreement) of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended by inserting the following new definition into Section 1.01 of the Existing Credit Agreement, in the proper alphabetical order:







““Tranche” means, (a) with respect to any Commitments, at any time, each group of Commitments, all of which have the same Facility Fee rate and the same Maturity Date, consisting of all of the Commitments then-outstanding that are described in a single romanette-enumerated subclause in Section 1(a) of the Fee Letter, as in effect at such time (and each Tranche may be referred to by an individual Tranche name based on the enumeration of such subclause (i.e. “Tranche (xvii)” for $125,000,000 of Commitments maturing on December 20, 2027)), and (b) with respect to Borrowings and Credit Events, all Borrowings and any Credit Event made pursuant to the applicable Tranche of Commitments as established in the preceding clause (a).”

SECTION 2. Conditions of Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 9 Effective Date”) on which the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) the Company, (ii) the Administrative Agent, (iii) Lenders constituting at least the Required Lenders, and (iv) the Issuing Bank or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Amendment.

SECTION 3. Effect of this Amendment, Etc.

(a)    Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Issuing Bank, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b)    Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c)    After the Amendment No. 9 Effective Date, each reference in any Loan Document to the Credit Agreement, to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 4. [Reserved]

SECTION 5. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract, it being understood and agreed that the words “execution,” “signed,” “signature,” and words of similar import in, or with respect to, this



Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form (including, without limitation, the execution by means of “DocuSign”, or other similar platform or service approved by the Administrative Agent), each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (NY State Technology Law §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that any electronic signature delivered by means of “DocuSign”, or other similar third-party platform by one party shall be at the request of any other party hereto promptly followed by an email attestation by such party to the recipient party confirming that such electronic signature so delivered is the signature of such party; provided, further, that upon the request of the Administrative Agent, any electronic signature shall be followed by a manually executed counterpart as promptly as reasonably practicable.

SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8. Jurisdiction; Consent to Service of Process.

(a)    The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that the Administrative Agent or any Lender or the Issuing Bank may otherwise have to bring any suit, action or proceeding relating to this Amendment against the Company or its properties in the courts of any jurisdiction.



(b)    The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to the Amended and Restated Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

THE SHERWIN-WILLIAMS COMPANY


By: /s/ Jeffrey J. Miklich
Name:     Jeffrey J. Miklich
Title: Vice President and Treasurer












































GOLDMAN SACHS BANK USA,
as Administrative Agent and as Lender



By: /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory















































GOLDMAN SACHS MORTGAGE COMPANY,
as Issuing Bank

By: Goldman Sachs Real Estate Funding Corp., its
General Partner


By: /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory


EXHIBIT 31(a)
CERTIFICATION

I, Heidi G. Petz, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Sherwin-Williams Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:July 23, 2024/s/ Heidi G. Petz
 Heidi G. Petz
 President and Chief Executive Officer


EXHIBIT 31(b)
CERTIFICATION

I, Allen J. Mistysyn, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Sherwin-Williams Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:July 23, 2024/s/ Allen J. Mistysyn
 Allen J. Mistysyn
 Senior Vice President - Finance and
 Chief Financial Officer


EXHIBIT 32(a)
SECTION 1350 CERTIFICATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of The Sherwin-Williams Company (the "Company") for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Heidi G. Petz, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:July 23, 2024/s/ Heidi G. Petz
 Heidi G. Petz
 President and Chief Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Sherwin-Williams Company and will be retained by The Sherwin-Williams Company and furnished to the Securities and Exchange Commission or its staff upon request.


EXHIBIT 32(b)
SECTION 1350 CERTIFICATION
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of The Sherwin-Williams Company (the "Company") for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Allen J. Mistysyn, Senior Vice President - Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:July 23, 2024/s/ Allen J. Mistysyn
 Allen J. Mistysyn
 Senior Vice President - Finance and
Chief Financial Officer
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Sherwin-Williams Company and will be retained by The Sherwin-Williams Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.24.2
Cover Page
6 Months Ended
Jun. 30, 2024
shares
Cover [Abstract]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Jun. 30, 2024
Document Transition Report false
Entity File Number 1-04851
Entity Registrant Name THE SHERWIN-WILLIAMS COMPANY
Entity Incorporation, State or Country Code OH
Entity Tax Identification Number 34-0526850
Entity Address, Address Line One 101 West Prospect Avenue
Entity Address, City or Town Cleveland,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44115-1075
City Area Code 216
Local Phone Number 566-2000
Title of 12(b) Security Common Stock, par value of $0.33-1/3 per share
Trading Symbol SHW
Security Exchange Name NYSE
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Small Business false
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 252,257,630
Document Fiscal Period Focus Q2
Amendment Flag false
Document Fiscal Year Focus 2024
Entity Central Index Key 0000089800
Current Fiscal Year End Date --12-31
v3.24.2
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Net sales $ 6,271.5 $ 6,240.6 $ 11,638.8 $ 11,683.0
Cost of goods sold 3,208.1 3,368.3 6,044.4 6,389.8
Gross profit $ 3,063.4 $ 2,872.3 $ 5,594.4 $ 5,293.2
Percent to net sales 48.80% 46.00% 48.10% 45.30%
Selling, general and administrative expenses $ 1,845.7 $ 1,760.0 $ 3,645.5 $ 3,453.0
Percent to net sales 29.40% 28.20% 31.30% 29.60%
Other general income - net $ (33.6) $ (32.5) $ (31.6) $ (22.0)
Impairment 0.0 34.0 0.0 34.0
Interest expense 110.8 111.7 213.8 221.0
Interest income (0.9) (7.2) (7.0) (10.7)
Other income - net (32.0) (5.8) (39.7) (9.0)
Income before income taxes 1,173.4 1,012.1 1,813.4 1,626.9
Income taxes 283.5 218.4 418.3 355.8
Net income $ 889.9 $ 793.7 $ 1,395.1 $ 1,271.1
Net income per common share:        
Basic (in dollars per share) $ 3.55 $ 3.10 $ 5.54 $ 4.96
Diluted (in dollars per share) $ 3.50 $ 3.07 $ 5.47 $ 4.90
Weighted average shares outstanding:        
Basic (in shares) 251.0 256.0 251.8 256.3
Diluted (in shares) 254.2 258.9 255.1 259.3
v3.24.2
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 889.9 $ 793.7 $ 1,395.1 $ 1,271.1
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustments [1] (66.6) 19.9 (141.9) 60.1
Pension and other postretirement benefit adjustments:        
Amounts reclassified from AOCI [2] (4.4) (4.5) (8.9) (9.0)
Unrealized net gains on cash flow hedges:        
Amounts reclassified from AOCI [3] (0.9) (0.9) (1.8) (1.8)
Other comprehensive (loss) income (71.9) 14.5 (152.6) 49.3
Comprehensive income $ 818.0 $ 808.2 $ 1,242.5 $ 1,320.4
[1] The three months ended June 30, 2024 and 2023 include unrealized gains (losses), net of taxes, of $5.8 million and $(8.6) million, respectively, related to net investment hedges. The six months ended June 30, 2024 and 2023 include unrealized gains (losses), net of taxes, of $24.1 million and $(12.8) million, respectively, related to net investment hedges. See Note 12 for additional information.
[2] Net of taxes of $1.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively. Net of taxes of $2.9 million and $3.0 million for the six months ended June 30, 2024 and 2023, respectively.
[3] Net of taxes of $0.3 million for the three months ended June 30, 2024 and 2023. Net of taxes of $0.6 million for the six months ended June 30, 2024 and 2023.
v3.24.2
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Supplemental Income Statement Elements [Abstract]        
Pension and other postretirement benefit adjustments, amounts reclassified from other comprehensive income, tax $ 1.4 $ 1.3 $ 2.9 $ 3.0
Unrealized net gains on cash flow hedges, amounts reclassified from other comprehensive income, tax 0.3 0.3 0.6 0.6
Net investment hedge        
Supplemental Income Statement Elements [Abstract]        
Foreign currency translation adjustments $ 5.8 $ (8.6) $ 24.1 $ (12.8)
v3.24.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Current assets:      
Cash and cash equivalents $ 200.0 $ 276.8 $ 209.4
Accounts receivable, net 3,048.1 2,467.9 3,117.8
Inventories 2,289.1 2,329.8 2,439.0
Other current assets 513.4 438.4 584.4
Total current assets 6,050.6 5,512.9 6,350.6
Property, plant and equipment, net 3,136.6 2,836.8 2,442.5
Goodwill 7,606.9 7,626.0 7,446.5
Intangible assets 3,692.8 3,880.5 3,934.4
Operating lease right-of-use assets 1,890.8 1,887.4 1,869.2
Other assets 1,356.3 1,210.8 1,122.9
Total assets 23,734.0 22,954.4 23,166.1
Current liabilities:      
Short-term borrowings 1,358.3 374.2 806.2
Accounts payable 2,493.9 2,315.0 2,489.7
Compensation and taxes withheld 708.6 862.7 700.5
Accrued taxes 347.1 197.4 308.0
Current portion of long-term debt 849.7 1,098.8 499.5
Current portion of operating lease liabilities 457.8 449.3 436.1
Other accruals 1,251.2 1,329.5 1,099.1
Total current liabilities 7,466.6 6,626.9 6,339.1
Long-term debt 8,130.8 8,377.9 9,095.7
Postretirement benefits other than pensions 133.2 133.2 139.3
Deferred income taxes 642.0 683.1 710.9
Long-term operating lease liabilities 1,502.9 1,509.5 1,503.2
Other long-term liabilities 2,106.7 1,908.0 1,746.8
Shareholders’ equity:      
Common stock - $0.33-1/3 par value: 252.3 million, 254.5 million and 257.1 million shares outstandingat June 30, 2024, December 31, 2023 and June 30, 2023, respectively 92.1 91.8 91.4
Other capital 4,342.0 4,193.6 4,044.6
Retained earnings 6,322.3 5,288.3 4,481.5
Treasury stock, at cost (6,227.7) (5,233.6) (4,335.1)
Accumulated other comprehensive loss (776.9) (624.3) (651.3)
Total shareholders' equity 3,751.8 3,715.8 3,631.1
Total liabilities and shareholders’ equity $ 23,734.0 $ 22,954.4 $ 23,166.1
v3.24.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares
shares in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Statement of Financial Position [Abstract]      
Common stock, par value (in dollars per share) $ 0.33 $ 0.33 $ 0.33
Common stock, shares outstanding (in shares) 252.3 254.5 257.1
v3.24.2
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
OPERATING ACTIVITIES    
Net income $ 1,395.1 $ 1,271.1
Adjustments to reconcile net income to net operating cash:    
Depreciation 142.9 146.1
Non-cash lease expense 229.8 225.0
Amortization of intangible assets 163.6 166.7
Gain on divestiture of business 0.0 (20.1)
Impairment 0.0 34.0
Stock-based compensation expense 54.7 46.0
Amortization of non-traded investments 42.4 39.7
Gain on sale or disposition of assets (23.2) (20.8)
Provisions for environmental-related matters - net (10.5) 13.3
Other postretirement benefit plan net cost (12.1) (9.0)
Deferred income taxes (38.6) (27.1)
Other 10.8 26.6
Change in working capital accounts - net (515.7) (239.1)
Change in operating lease liabilities (231.2) (226.4)
Costs incurred for environmental-related matters (11.4) (12.4)
Other (52.6) (119.0)
Net operating cash 1,144.0 1,294.6
INVESTING ACTIVITIES    
Capital expenditures (534.7) (416.0)
Acquisition of business, net of cash acquired 0.0 (23.2)
Proceeds from divestiture of businesses 0.0 33.0
Proceeds from sale of assets 9.3 47.2
Other (56.7) (58.9)
Net investing cash (582.1) (417.9)
FINANCING ACTIVITIES    
Net increase (decrease) in short-term borrowings 984.7 (171.6)
Payments of long-term debt (500.0) 0.0
Payments of cash dividends (361.1) (312.8)
Proceeds from stock options exercised 92.5 35.3
Treasury stock purchased (979.9) (535.9)
Proceeds from real estate financing transactions 161.5 140.2
Other (25.5) (24.8)
Net financing cash (627.8) (869.6)
Effect of exchange rate changes on cash (10.9) 3.5
Net (decrease) increase in cash and cash equivalents (76.8) 10.6
Cash and cash equivalents at beginning of year 276.8 198.8
Cash and cash equivalents at end of period 200.0 209.4
Supplemental cash flow information    
Income taxes paid 242.7 305.6
Interest paid $ 213.6 $ 219.7
v3.24.2
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Millions
Total
Common Stock
Other Capital
Retained Earnings
Treasury Stock
Accumulated Other Comprehensive Loss
Beginning balance at Dec. 31, 2022 $ 3,102.1 $ 91.2 $ 3,963.9 $ 3,523.2 $ (3,775.6) $ (700.6)
Shareholders' Equity [Roll Forward]            
Net income 477.4     477.4    
Other comprehensive (loss) income 34.8         34.8
Treasury stock purchased (301.7)       (301.7)  
Stock-based compensation activity 10.4 0.1 33.8   (23.5)  
Other adjustments 0.3   0.3      
Cash dividends (156.5)     (156.5)    
Ending balance at Mar. 31, 2023 3,166.8 91.3 3,998.0 3,844.1 (4,100.8) (665.8)
Beginning balance at Dec. 31, 2022 3,102.1 91.2 3,963.9 3,523.2 (3,775.6) (700.6)
Shareholders' Equity [Roll Forward]            
Net income 1,271.1          
Other comprehensive (loss) income 49.3          
Ending balance at Jun. 30, 2023 3,631.1 91.4 4,044.6 4,481.5 (4,335.1) (651.3)
Beginning balance at Mar. 31, 2023 3,166.8 91.3 3,998.0 3,844.1 (4,100.8) (665.8)
Shareholders' Equity [Roll Forward]            
Net income 793.7     793.7    
Other comprehensive (loss) income 14.5         14.5
Treasury stock purchased (234.2)       (234.2)  
Stock-based compensation activity 47.5 0.1 47.5   (0.1)  
Other adjustments (0.9)   (0.9)  
Cash dividends (156.3)     (156.3)    
Ending balance at Jun. 30, 2023 3,631.1 91.4 4,044.6 4,481.5 (4,335.1) (651.3)
Beginning balance at Dec. 31, 2023 3,715.8 91.8 4,193.6 5,288.3 (5,233.6) (624.3)
Shareholders' Equity [Roll Forward]            
Net income 505.2     505.2    
Other comprehensive (loss) income (80.7)         (80.7)
Treasury stock purchased (545.5)       (545.5)  
Stock-based compensation activity 90.5 0.2 104.3   (14.0)  
Other adjustments 0.9   0.9      
Cash dividends (182.5)     (182.5)    
Ending balance at Mar. 31, 2024 3,503.7 92.0 4,298.8 5,611.0 (5,793.1) (705.0)
Beginning balance at Dec. 31, 2023 3,715.8 91.8 4,193.6 5,288.3 (5,233.6) (624.3)
Shareholders' Equity [Roll Forward]            
Net income 1,395.1          
Other comprehensive (loss) income (152.6)          
Ending balance at Jun. 30, 2024 3,751.8 92.1 4,342.0 6,322.3 (6,227.7) (776.9)
Beginning balance at Mar. 31, 2024 3,503.7 92.0 4,298.8 5,611.0 (5,793.1) (705.0)
Shareholders' Equity [Roll Forward]            
Net income 889.9     889.9    
Other comprehensive (loss) income (71.9)         (71.9)
Treasury stock purchased (434.4)       (434.4)  
Stock-based compensation activity 44.3 0.1 44.4   (0.2)  
Other adjustments (1.2)   (1.2)      
Cash dividends (178.6)     (178.6)    
Ending balance at Jun. 30, 2024 $ 3,751.8 $ 92.1 $ 4,342.0 $ 6,322.3 $ (6,227.7) $ (776.9)
v3.24.2
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]            
Cash dividends (in dollars per share) $ 0.715 $ 0.715 $ 0.605 $ 0.605 $ 1.43 $ 1.21
v3.24.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of The Sherwin-Williams Company and its wholly owned subsidiaries (collectively, the Company) have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The results of operations for the three and six months ended June 30, 2024 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the Reportable Segments traditionally occurring during the second and third quarters. However, periods of economic uncertainty can alter the Company's seasonal patterns.
Since December 31, 2023, accounting estimates were revised as necessary during the first six months of 2024 based on new information and changes in facts and circumstances. Certain amounts in the condensed consolidated financial statements for the three and six months ended June 30, 2023 have been reclassified to conform to the 2024 presentation.
The following represents updates to certain significant accounting policy disclosures. For further details on the Company’s significant accounting policies and related disclosures, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Supply Chain Financing
As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers. Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $242.6 million, $213.1 million and $242.3 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.
Non-Traded Investments
The Company has invested in U.S. affordable housing, historic renovation and other real estate investments (Non-Traded Investments) that have been identified as variable interest entities which qualify for certain tax credits and other tax benefits. Since the Company does not have the power to direct the day-to-day operations of the Non-Traded Investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. Therefore, in accordance with the Consolidation Topic of the Accounting Standards Codification (ASC), the Non-Traded Investments are not consolidated.
Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments is amortized in proportion to the receipt of related tax credits. The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits. Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Net Income.
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Amortization of Non-Traded Investments$22.3 $20.3 $42.4 $39.7 
Tax credits and other tax benefits received25.6 24.9 47.4 49.2 
The carrying value of Non-Traded Investments is recorded in Other assets. The liabilities for the estimated future capital contributions are recorded in Other accruals and Other long-term liabilities. In addition, the associated impact of related tax credits and other tax benefits are recorded as a reduction of Accrued taxes and a net deferred income tax asset within Deferred income taxes. On the Statements of Condensed Consolidated Cash Flows, the tax credits and other tax benefits are presented as a change in Accrued taxes and in Deferred income taxes within Operating activities. Tax credits and other tax benefits reduced Accrued taxes by $47.4 million, $94.8 million and $49.2 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively. The following table summarizes the balances related to the Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:
June 30,December 31,June 30,
202420232023
Other assets$732.7 $675.0 $605.0 
Other accruals79.2 80.9 53.9 
Other long-term liabilities613.5 568.2 530.8 
Net deferred income tax asset25.8 19.4 22.6 
v3.24.2
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
6 Months Ended
Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met. In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any. The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU. See Note 1 for further details.
Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all current required annual segment reporting disclosures under Topic 280 will be effective for interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact of adopting this ASU.
v3.24.2
ACQUISITIONS AND DIVESTITURES
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND DIVESTITURES ACQUISITIONS AND DIVESTITURES
Acquisitions
Pending
During the second quarter of 2024, the Company signed a purchase agreement to acquire a metal packaging coatings business. The business develops, manufactures and sells coatings for the food and household product markets. The transaction is subject to customary closing conditions and is expected to close in the second half of 2024. The acquired business will be reported within the Company’s Performance Coatings Group.
Closed in Prior Year
In October 2023, the Company completed the acquisition of German-based SIC Holding GmbH, a Peter Möhrle Holding venture comprised of Oskar Nolte GmbH and Klumpp Coatings GmbH (SIC Holding). This business specializes in foil coatings as well as radiation-cured and waterbased industrial wood coatings for the board, furniture and flooring industry. The Company funded the acquisition with approximately $265 million in cash. The purchase price is subject to certain closing conditions which are expected to be finalized in 2024. The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period. SIC Holding is reported within the Company’s Performance Coatings Group and the results of operations for the acquisition have been included in the consolidated financial statements since the acquisition date. Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.
Divestitures
Closed in Prior Year
The Company completed the divestiture of a non-core domestic aerosol business within the Consumer Brands Group in the second quarter of 2023. This transaction resulted in the recognition of a $20.1 million gain within the Administrative function and was recorded within Other general income - net in the Statements of Consolidated Income.
During the third quarter of 2023, the Company completed the divestiture of the China architectural business within the Consumer Brands Group. An immaterial working capital adjustment was finalized during the first quarter of 2024. As of June 30, 2023, the pending divestiture was determined to not meet the criteria of a discontinued operation as it did not represent a strategic shift for the Company, but the business did meet the criteria to be classified as held for sale in accordance with the Property, Plant, and Equipment Topic of the ASC. As such, the assets and liabilities of the China architectural business as of June 30, 2023 were measured at the lower of carrying value or fair value less cost to sell. Following the prescribed order of impairment testing, the Company first reviewed individual tangible and intangible assets under their applicable Topic of the ASC to determine if their carrying value was higher than their respective fair value. As a result, the Company recorded an impairment charge of $6.9 million within the Consumer Brands Group in the second quarter of 2023 related to China architectural trademarks using the royalty savings valuation method. The Company then compared the updated carrying value of the assets and liabilities comprising the disposal group as a whole to its respective fair value which was determined to be equal to the selling price, less costs to sell. As a result of this comparison, the Company recorded an additional impairment charge of $27.1 million within the Administrative function in the second quarter of 2023 and classified the remaining assets as Other current assets and remaining liabilities as Other accruals at June 30, 2023. The disposal group was classified as level 2 in the fair value hierarchy as fair value was based on a specific price and other observable inputs for similar items with no active market. The assets, liabilities and valuation adjustment held for sale at June 30, 2023 were as follows:
June 30, 2023
Tangible assets$22.5 
Intangible assets93.3 
Valuation adjustment(27.1)
Total assets$88.7 
Total liabilities$20.9 
v3.24.2
INVENTORIES
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Included in Inventories were the following:
June 30,December 31,June 30,
202420232023
Finished goods$1,787.7 $1,810.9 $1,924.7 
Work in process and raw materials501.4 518.9 514.3 
Inventories$2,289.1 $2,329.8 $2,439.0 
The Company primarily uses the last-in, first-out (LIFO) method of valuing inventory. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs are subject to the final year-end LIFO inventory valuation. In addition, interim inventory levels include management’s estimates of annual inventory losses due to shrinkage and other factors. For further information on the Company’s inventory valuation, see Note 5 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
v3.24.2
LONG-LIVED ASSETS
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
LONG-LIVED ASSETS LONG-LIVED ASSETS
Included in Property, plant and equipment, net were the following:
June 30,December 31,June 30,
202420232023
Land$254.0 $257.5 $264.3 
Buildings1,084.6 1,048.7 1,049.1 
Machinery and equipment3,575.7 3,459.8 3,339.5 
Construction in progress1,380.0 1,111.0 732.2 
Property, plant and equipment, gross6,294.3 5,877.0 5,385.1 
Less allowances for depreciation3,157.7 3,040.2 2,942.6 
Property, plant and equipment, net$3,136.6 $2,836.8 $2,442.5 
In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred. See Note 3 for information on the impairment test performed as a result of the China architectural business classification change to held for sale as of June 30, 2023.
v3.24.2
DEBT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
The following table summarizes the Company’s outstanding debt:
June 30,December 31,June 30,
202420232023
Long-term debt (including current portion)$8,980.5 $9,476.7 $9,595.2 
Short-term borrowings1,358.3 374.2 806.2 
Total debt outstanding$10,338.8 $9,850.9 $10,401.4 
During the second quarter of 2024, the Company paid the principal of $500 million related to its 3.125% Senior Notes due June 1, 2024.
Short-Term Borrowings
The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program, various credit agreements and letters of credit. At June 30, 2024, the Company had unused capacity under its various credit agreements of $2.343 billion. The following table summarizes the Company’s short-term borrowings:
June 30,December 31,June 30,
202420232023
Short-term borrowings:
Domestic commercial paper$1,337.2 $347.7 $805.6 
Foreign facilities21.1 26.5 0.6 
Total$1,358.3 $374.2 $806.2 
Weighted average interest rate:
Domestic commercial paper5.5 %5.5 %5.4 %
Foreign facilities3.5 %3.6 %11.4 %
For further details on the Company’s debt, including available credit facilities and related agreements, see Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
v3.24.2
PENSION AND OTHER POSTRETIREMENT BENEFITS
6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
PENSION AND OTHER POSTRETIREMENT BENEFITS PENSION AND OTHER POSTRETIREMENT BENEFITS
The following table summarizes the components of the Company’s net periodic benefit cost (credit) for domestic and foreign defined benefit pension plans and other postretirement benefits:
Domestic
Defined Benefit
Pension Plan
Foreign
Defined Benefit
Pension Plans
Other
Postretirement
Benefits
 202420232024202320242023
Three Months Ended June 30:
Service cost$0.9 $0.8 $1.2 $1.0 $0.1 $0.2 
Interest cost1.1 1.1 3.0 2.8 1.7 1.8 
Expected return on assets(2.1)(1.9)(2.8)(3.1)— — 
Amortization of prior service cost (credit)0.5 0.4 (0.1)— (5.9)(6.0)
Amortization of actuarial (gains) losses — (0.2)(0.3)(0.1)0.1 
Net periodic benefit cost (credit)$0.4 $0.4 $1.1 $0.4 $(4.2)$(3.9)
Six Months Ended June 30:
Service cost$1.8 $1.6 $2.4 $2.1 $0.2 $0.3 
Interest cost2.4 2.3 6.0 5.7 3.4 3.7 
Expected return on assets(4.2)(3.7)(5.6)(6.2) — 
Amortization of prior service cost (credit)1.0 0.7 (0.1)(0.1)(11.9)(12.0)
Amortization of actuarial (gains) losses(0.1)— (0.5)(0.7)(0.2)0.1 
Net periodic benefit cost (credit)$0.9 $0.9 $2.2 $0.8 $(8.5)$(7.9)
Service cost is recorded in Cost of goods sold and Selling, general and administrative expenses. All other components are recorded in Other income - net. For further details on the Company’s pension and other postretirement benefits, see Note 9 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
v3.24.2
OTHER LONG-TERM LIABILITIES
6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
OTHER LONG-TERM LIABILITIES OTHER LONG-TERM LIABILITIES
Environmental Matters
The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws, regulations and requirements and has implemented various programs designed to help protect the environment and promote continued compliance.
The Company is involved with environmental investigation and remediation activities at some of its currently and formerly owned sites (including sites that were previously owned and/or operated by businesses acquired by the Company). In addition, the Company, together with other parties, has been designated a potentially responsible party under federal and state environmental protection laws for the investigation and remediation of environmental contamination and hazardous waste at a number of third-party sites, primarily Superfund sites. In general, these laws provide that potentially responsible parties may be held jointly and severally liable for investigation and remediation costs regardless of fault. The Company may be similarly designated with respect to additional third-party sites in the future.
The Company initially provides for estimated costs of environmental-related activities relating to its past operations and third-party sites for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. Costs for environmental-related activities may not be reasonably estimable, particularly at early stages of investigation, and therefore would not be included in the accrued amount. The costs which are estimable are mostly undiscounted and determined based on currently available facts regarding each site. If the reasonably estimable costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is provided.
The Company routinely assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available, including as a result of sites progressing through investigation and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. At June 30, 2024 and 2023, the Company had accruals reported on the balance sheet as Other long-term liabilities of $222.1 million and $240.7 million, respectively. Estimated costs of current investigation and remediation activities of $94.4 million and $50.2 million are included in Other accruals at June 30, 2024 and 2023, respectively.
Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. If the Company's future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company's accrual for environmental-related activities would be $91.4 million higher than the minimum accruals at June 30, 2024.
Four of the Company’s currently and formerly owned manufacturing sites (Major Sites) account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at June 30, 2024. At June 30, 2024, $266.4 million, or 84.4% of the total accrual, related directly to the Major Sites. In the aggregate unaccrued maximum of $91.4 million at June 30, 2024, $67.8 million, or 74.2%, related to the Major Sites. The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction, and project management and other costs. While different for each specific environmental situation, these components generally each account for approximately 85%, 10%, and 5%, respectively, of the accrued amount and those percentages are subject to change over time. While environmental investigations and remedial actions are in different stages at these sites, additional investigations, remedial actions and monitoring will likely be required at each site.
The largest and most complex of the Major Sites is the Gibbsboro, New Jersey site (Gibbsboro) which comprises the substantial majority of the environmental-related accrual. Gibbsboro, a former manufacturing plant, and related areas, which ceased operations in 1978, has had various areas included on the National Priorities List since 1999. This location has soil, sediment, surface water and groundwater contamination related to the historic operations of the facility. Gibbsboro has been divided by the Environmental Protection Agency (EPA) into six operable units (OUs) based on location and characteristics, whose investigation and remediation efforts are likely to occur over an extended period of time. To date, the Company has completed remedy construction on three of the six operable units. While there are administrative tasks to be completed before final agency approval, the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited. OUs are in various phases of investigation and remediation with the EPA that provide enough
information to reasonably estimate cost ranges and record environmental-related accruals. The most significant assumptions underlying the reliability and precision of remediation cost estimates for the Gibbsboro site are the type and extent of future remedies to be selected by the EPA and the costs of implementing those remedies.
The remaining three Major Sites comprising the majority of the accrual include (1) a multi-party Superfund site that (a) has received a record of decision from the federal EPA and is currently in the remedial design phase for one OU, (b) has received a record of decision from the federal EPA for an interim remedy for another OU, and (c) has a remedial investigation ongoing for another OU, (2) a closed paint manufacturing facility that is in the operation and maintenance phase of remediation under both federal and state EPA programs, and (3) a formerly-owned site containing warehouse and office space that is in the remedial/design investigation phase under a state EPA program. Each of these three Major Sites are in phases of investigation and remediation that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.
Excluding the Major Sites discussed above, no sites are individually material to the total accrual balance. There are multiple, future events yet to occur, including further remedy selection and design, remedy implementation and execution, and securing applicable governmental agency approvals, all of which have the potential to contribute to the uncertainty surrounding these future events. As these events occur and to the extent that the cost estimates of the environmental remediation change, the existing reserve will be adjusted.
Management cannot presently estimate the ultimate potential loss contingencies related to these sites or other less significant sites until such time as a substantial portion of the investigation at the sites is completed and remedial action plans are developed. Unasserted claims could have a material effect on the Company's loss contingency as more information becomes available over time. At June 30, 2024, the Company did not have material loss contingency accruals related to unasserted claims. Management does not expect that a material portion of unrecognized loss contingencies will be recoverable through insurance, indemnification agreements or other sources. In the event any future loss contingency significantly exceeds the current amount accrued, the recording of the ultimate liability may result in a material impact on net income for the annual or interim period during which the additional costs are accrued. Moreover, management does not believe that any potential liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company’s financial condition, liquidity, or cash flow due to the extended length of time during which environmental investigation and remediation takes place. An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.
Management expects these contingent environmental-related liabilities to be resolved over an extended period of time. Management is unable to provide a more specific time frame due to the indeterminate amount of time to conduct investigation activities at any site, the indeterminate amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indeterminate amount of time necessary to conduct remediation activities.
Asset Retirement Obligation
The Asset Retirement and Environmental Obligations Topic of the ASC requires a liability to be recognized for the fair value of a conditional asset retirement obligation if a settlement date and fair value can be reasonably estimated. The Company recognizes a liability for any conditional asset retirement obligation when sufficient information is available to reasonably estimate a settlement date to determine the fair value of such a liability. The Company has identified certain conditional asset retirement obligations at various current and closed manufacturing, distribution and store facilities. These obligations relate primarily to asbestos abatement, hazardous waste Resource Conservation and Recovery Act (RCRA) closures, well abandonment, transformers and used oil disposals and underground storage tank closures. Using investigative, remediation and disposal methods that are currently available to the Company, the estimated costs of these obligations were accrued and are not significant. The recording of additional liabilities for future conditional asset retirement obligations may result in a material impact on net income for the annual or interim period during which the costs are accrued. Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity, or cash flow due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities. An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.
Real Estate Financing
The Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions. Net proceeds are recognized within the Financing Activities section in the Statements of Consolidated Cash Flows. These arrangements primarily consist of the new headquarters currently under construction, for which the Company expects to receive total proceeds approximating $800 million to $850 million on an incremental basis until completion of construction. The following table summarizes the activity related to this transaction during the three and six months ended June 30, 2024 and 2023:
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Proceeds received$84.5 $72.2 $161.5 $138.7 
Capitalized interest (1)
10.8 5.2 20.2 9.2 
(1) Interest is capitalized within Other long-term liabilities.
The financing obligation for the new headquarters was $680.1 million and $347.2 million at June 30, 2024 and June 30, 2023, respectively. The short-term portion of the liability recorded in Other accruals was $46.6 million and $29.8 million at June 30, 2024 and June 30, 2023, respectively. See Note 11 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning real estate financing.
v3.24.2
LITIGATION
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
LITIGATION LITIGATION
In the course of its business, the Company is subject to a variety of claims and lawsuits, including, but not limited to, litigation relating to product liability and warranty, personal injury, environmental, intellectual property, commercial, contractual and antitrust claims that are inherently subject to many uncertainties regarding the possibility of a loss to the Company. These uncertainties will ultimately be resolved when one or more future events occur or fail to occur confirming the incurrence of a liability or the reduction of a liability. In accordance with the Contingencies Topic of the ASC, the Company accrues for these contingencies by a charge to income when it is both probable that one or more future events will occur confirming the fact of a loss and the amount of the loss can be reasonably estimated. In the event that the Company’s loss contingency is ultimately determined to be significantly higher than currently accrued, the recording of the additional liability may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such additional liability is accrued. In those cases where no accrual is recorded because it is not probable that a liability has been incurred or the amount of any such loss cannot be reasonably estimated, any potential liability ultimately determined to be attributable to the Company may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued. In those cases where no accrual is recorded or exposure to loss exists in excess of the amount accrued, the Contingencies Topic of the ASC requires disclosure of the contingency when there is a reasonable possibility that a loss or additional loss may have been incurred.
Lead pigment and lead-based paint litigation. The Company’s past operations included the manufacture and sale of lead pigments and lead-based paints. The Company, along with other companies, is and has been a defendant in a number of legal proceedings, including individual personal injury actions, purported class actions, and actions brought by various counties, cities, school districts and other government-related entities, arising from the manufacture and sale of lead pigments and lead-based paints. The plaintiffs’ claims have been based upon various legal theories, including negligence, strict liability, breach of warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and omissions, concert of action, civil conspiracy, violations of unfair trade practice and consumer protection laws, enterprise liability, market share liability, public nuisance, unjust enrichment and other theories. The plaintiffs have sought various damages and relief, including personal injury and property damage, costs relating to the detection and abatement of lead-based paint from buildings, costs associated with a public education campaign, medical monitoring costs and others. The Company has also been a defendant in legal proceedings arising from the manufacture and sale of non-lead-based paints that seek recovery based upon various legal theories, including the failure to adequately warn of potential exposure to lead during surface preparation when using non-lead-based paint on surfaces previously painted with lead-based paint. The Company is vigorously defending such litigation. The Company expects that additional lead pigment and lead-based paint litigation may be filed against the Company in the future asserting similar or different legal theories and seeking similar or different types of damages and relief. The Company will continue to vigorously defend against any additional lead pigment and lead-based paint litigation that may be filed, including utilizing all avenues of appeal, if necessary.
Litigation is inherently subject to many uncertainties, including costs, unpredictable court or jury decisions, and differing laws in jurisdictions where the Company operates, and the Company ultimately may not prevail. Adverse court rulings or determinations of liability in a particular case, among other factors, could affect other lead pigment and lead-based paint litigation against the Company and encourage an increase in the number and nature of future claims and proceedings. In addition, from time to time, various legislation and administrative regulations have been enacted, promulgated or proposed to impose obligations on present and former manufacturers of lead pigments and lead-based paints respecting asserted health concerns associated with such products or to overturn the effect of court decisions in which the Company and other manufacturers have been successful.
Due to the uncertainties involved, management is unable to predict the outcome of the lead pigment and lead-based paint litigation, the number or nature of possible future claims and proceedings or the effect that any legislation and/or administrative regulations may have on the litigation or against the Company. In addition, management cannot reasonably determine the scope or amount of the potential costs and liabilities related to such litigation, or resulting from any such legislation and regulations. Except with respect to the litigation in the California Proceedings, discussed below, the Company has not accrued any amounts for such litigation because the Company does not believe it is probable that a loss has occurred, or the Company believes it is not possible to estimate the range of potential losses. In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated. Due to the uncertainties associated with the amount of any such liability and/or the nature of any other remedy which may be imposed in such litigation, any potential liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition. An estimate of the potential impact on the Company’s results of operations, cash flow, liquidity or financial condition cannot be made due to the aforementioned uncertainties.
Public Nuisance Claim Litigation. The Company and other companies were defendants in legal proceedings seeking recovery based on public nuisance liability theories, among other theories, brought by the State of Rhode Island; the City of St. Louis, Missouri; various cities and counties in the State of New Jersey; various cities in the State of Ohio and the State of Ohio; the City of Chicago, Illinois; the City of Milwaukee, Wisconsin; the County of Santa Clara, California, and other public entities in the State of California (the California Proceedings); and Lehigh and Montgomery Counties in Pennsylvania. Except for the California Proceedings in which the Company reached a court-approved agreement in 2019 after nearly twenty years of litigation, all of those legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings. Most recently, on May 7, 2024, as further described below in “Wisconsin Proceedings,” the plaintiffs in the Gibson and Valoe cases filed amended complaints alleging, in part, public nuisance claims.
Litigation Seeking Damages from Alleged Personal Injury. The Company and other companies are or have been defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. The current proceedings include claims by children allegedly injured from ingestion of lead pigment or lead-containing paint. The plaintiffs generally seek compensatory damages and have invoked Wisconsin’s risk contribution theory (which is similar to market share liability, except that liability can be joint and several) due to the plaintiff’s inability to identify the manufacturer of any product that allegedly injured the plaintiff.
Wisconsin Proceedings. In April 2016, the United States District Court for the Eastern District of Wisconsin consolidated three cases (Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al., and Glenn Burton, Jr. v. American Cyanamid, et al.) for purposes of trial. A trial was held in May 2019 and resulted in a jury verdict for the three plaintiffs in the amount of $2.0 million each for a total of $6.0 million against the Company and two other defendants (Armstrong Containers Inc. and E.I. du Pont de Nemours). Post-trial motions resulted in a reduced damages award to one plaintiff. Subsequently, the Company filed a notice of appeal with the Seventh Circuit with respect to each of the Owens, Sifuentes and Burton cases. On April 15, 2021, the Seventh Circuit reversed the judgments and held that the Company was entitled to judgment as a matter of law on all claims filed by the three plaintiffs. The plaintiffs filed a petition with the Seventh Circuit on April 27, 2021, seeking a rehearing en banc and, in the alternative, a request for certification of questions to the Wisconsin Supreme Court. The plaintiffs’ petition was denied.
On May 20, 2021, as a result of the Seventh Circuit’s decision in favor of the Company in the Owens, Sifuentes and Burton cases, the Company and the three other defendants filed motions for summary judgment to dismiss all claims of the approximately 150 plaintiffs then pending in the Eastern District of Wisconsin (Maniya Allen, et al. v. American Cyanamid, et al.; Ernest Gibson v. American Cyanamid, et al.; Dijonae Trammel, et al. v. American Cyanamid, et al., and Deziree Valoe, et al. v. American Cyanamid, et al.). On March 3, 2022, the district court granted summary judgment in favor of the Company and the other defendants on all claims then pending in the district court. On September 15, 2022, the plaintiffs filed notices of appeal with the Seventh Circuit, seeking to appeal the district court’s summary judgment in favor of the Company and the other defendants. As part of the plaintiffs’ appellate reply brief to the Seventh Circuit, the plaintiffs included a motion to certify issues to the Wisconsin Supreme Court. On February 9, 2024, the Seventh Circuit declined to certify any issues to the Wisconsin Supreme Court and affirmed the district court’s summary judgment in favor of the Company and the other defendants in all claims except involving those filed by three plaintiffs in the Gibson and Valoe cases, which cases were remanded to the district court for further proceedings. Following remand of the Gibson and Valoe cases, the three remaining plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence, and public nuisance claims. The defendants filed motions to dismiss the plaintiffs’ amended complaints on June 20, 2024.
In a separate proceeding, on August 24, 2021, the plaintiff in Arrieona Beal v. Hattie and Jerry Mitchell filed an amended complaint in Milwaukee County Circuit Court, naming the Company and other alleged former lead pigment manufacturers as defendants pursuant to the risk contribution liability theory. The plaintiff previously had sued her landlords. On January 3, 2024, the Company and some of the other manufacturing defendants filed a third-party complaint against NL Industries, Inc., and cross-claims against the landlord defendants. On January 10, 2024, one of the landlord defendants filed a counterclaim and
cross-claim against all parties. On May 15, 2024, the plaintiff filed a motion for partial judgment on the pleadings to strike the Company and other manufacturing defendants’ affirmative defenses, which motion the defendants have moved to strike. The manufacturing defendants’ motion is set for hearing on August 6, 2024, and the plaintiff’s motion will be heard subsequently, if at all.
Insurance coverage litigation. The Company and its liability insurers, including certain underwriters at Lloyd’s of London, initiated legal proceedings against each other to determine, among other things, whether the costs and liabilities associated with the abatement of lead pigment are covered under certain insurance policies issued to the Company. The insurers’ action, which was filed on February 23, 2006 in the Supreme Court of the State of New York, County of New York, was dismissed. The Company’s action, filed on March 3, 2006 in the Common Pleas Court, Cuyahoga County, Ohio, previously was stayed and inactive. On January 9, 2019, the Company filed an unopposed motion to lift the stay with the trial court, which was granted, allowing the case to proceed. On June 28, 2019, the Company and its liability insurers each filed separate motions for summary judgment seeking various forms of relief. The trial court entered an order on December 4, 2020, granting the insurers’ motion for summary judgment, denying the Company’s motion, and entering final judgment in favor of the insurers. The trial court sided with the Company on all of the issues presented, except one.
On December 21, 2020, the Company filed a notice of appeal to the Court of Appeals of Cuyahoga County, Ohio, Eighth Appellate District, and the insurers filed cross-appeals. On September 1, 2022, the appellate court reversed the trial court’s grant of summary judgment, finding in favor of the Company on its appeal and against the insurers on their cross-appeal, and remanded the case to the trial court. On September 12, 2022, the insurers applied to the appellate court for reconsideration of its decision, en banc review, or certification of an appeal to the Ohio Supreme Court, which the appellate court denied. The insurers subsequently filed a notice of appeal to the Ohio Supreme Court, to which the Company filed its response. On May 9, 2023, the Ohio Supreme Court accepted the insurers’ appeal. Oral argument was held on October 24, 2023.
An ultimate loss in the insurance coverage litigation would mean that insurance proceeds could be unavailable under the policies at issue to mitigate any ultimate abatement related costs and liabilities. The Company has not recorded any assets related to these insurance policies or otherwise assumed that proceeds from these insurance policies would be received in estimating any contingent liability accrual. Therefore, an ultimate loss in the insurance coverage litigation without a determination of liability against the Company in the lead pigment or lead-based paint litigation will have no impact on the Company’s results of operation, liquidity or financial condition. As previously stated, however, except with respect to the litigation in the California Proceedings discussed above, the Company has not accrued any amounts for the lead pigment or lead-based paint litigation and any significant liability ultimately determined to be attributable to the Company relating to such litigation may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.
Other litigation. On December 18, 2019, the New Jersey Department of Environmental Protection, the Commissioner of the New Jersey Department of Environmental Protection, and the Administrator of the New Jersey Spill Compensation Fund (collectively, the NJ DEP) filed a lawsuit against the Company in the Superior Court of New Jersey Law Division in Camden County, New Jersey. The NJ DEP seeks to recover natural resource damages, punitive damages, and litigation fees and costs, as well as other costs, damages, declaratory relief, and penalties pursuant to New Jersey state statutes and common law theories in connection with the alleged discharge of hazardous substances and pollutants at the Company’s Gibbsboro, New Jersey site, a former manufacturing plant and related facilities. The parties have been conducting expert discovery. Trial is scheduled to start on March 15, 2025.
v3.24.2
SHAREHOLDERS' EQUITY
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY
Dividends
The following table summarizes the dividends declared and paid on common stock:
20242023
Cash
Dividend
Per Share
Total
Dividends
(in millions)
Cash
Dividend
Per Share
Total
Dividends
(in millions)
First Quarter$0.715 $182.5 $0.605 $156.5 
Second Quarter0.715 178.6 0.605 156.3 
Total$1.43 $361.1 $1.21 $312.8 
Treasury Stock
The Company acquires its common stock for general corporate purposes through its publicly announced share repurchase program. As of June 30, 2024, the Company had remaining authorization from its Board of Directors to purchase 36.5 million shares of its common stock. The table below summarizes share repurchases during the three and six months ended June 30, 2024 and 2023:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Treasury stock purchases (in millions)$434.4 $234.2 $979.9 $535.9 
Treasury stock purchases (shares)1,400,000 1,000,000 3,100,000 2,300,000 
Average price per share$310.29 $234.15 $316.09 $232.98 
Other Activity
During the six months ended June 30, 2024, 734,266 stock options were exercised at a weighted average price per share of $128.72. In addition, 119,731 restricted stock units vested during the same period.
v3.24.2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
6 Months Ended
Jun. 30, 2024
Statement of Other Comprehensive Income [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of Accumulated other comprehensive income (loss) (AOCI), including the reclassification adjustments for items that were reclassified from AOCI to Net income, are shown below.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2023$(716.9)$64.3 $28.3 $(624.3)
Amounts recognized in AOCI (1)
(141.9)(141.9)
Amounts reclassified from AOCI (2), (3)
(8.9)(1.8)(10.7)
Balance at June 30, 2024$(858.8)$55.4 $26.5 $(776.9)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $24.1 million during the six months ended June 30, 2024. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $2.9 million for the six months ended June 30, 2024. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2024. See Statements of Consolidated Comprehensive Income.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2022$(810.8)$78.3 $31.9 $(700.6)
Amounts recognized in AOCI (1)
60.1 60.1 
Amounts reclassified from AOCI (2), (3)
(9.0)(1.8)(10.8)
Balance at June 30, 2023$(750.7)$69.3 $30.1 $(651.3)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $(12.8) million during the six months ended June 30, 2023. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $3.0 million for the six months ended June 30, 2023. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2023. See Statements of Consolidated Comprehensive Income.
v3.24.2
DERIVATIVES AND HEDGING
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES AND HEDGING DERIVATIVES AND HEDGING
Net Investment Hedges
The Company has U.S. Dollar to Euro cross currency swap contracts with various counterparties to hedge the Company's net investment in its European operations. During the term of the contracts, the Company will pay fixed-rate interest in Euros and receive fixed-rate interest in U.S. Dollars, thereby effectively converting a portion of the Company's U.S. Dollar denominated fixed-rate debt to Euro denominated fixed-rate debt. The outstanding contracts as of June 30, 2024 are summarized in the table below.
Contract DateNotional
Value
Maturity Date
March 28, 2023$150.0 August 8, 2024
June 28, 2023200.0 August 8, 2025
May 21, 2024175.0 June 1, 2027
November 8, 2021162.7 June 1, 2027
May 10, 2024100.0 June 1, 2027
May 21, 2024225.0 August 15, 2029
December 7, 2023150.0 August 15, 2029
In May 2024, the Company settled its $500.0 million U.S. Dollar to Euro cross currency swap contract entered into on February 13, 2020. At the time of settlement, an immaterial loss was recognized in AOCI.
The following table summarizes amounts recognized in the Consolidated Balance Sheets for cross currency swap contracts. See Note 13 for additional information on the fair value of these contracts.
June 30,December 31,June 30,
202420232023
Other current assets$1.5 $— $— 
Other assets7.0 — — 
Other accruals 12.0 5.0 
Other long-term liabilities0.1 12.4 2.8 
The changes in fair value of the cross currency swap contracts are recognized in the foreign currency translation adjustments component of AOCI. The following table summarizes the unrealized gains (losses) for the three and six months ended June 30, 2024 and 2023.
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Gains (losses)$7.7 $(11.3)$32.0 $(16.9)
Tax effect(1.9)2.7 (7.9)4.1 
Gains (losses), net of taxes
$5.8 $(8.6)$24.1 $(12.8)
Derivatives Not Designated as Hedging Instruments
The Company enters into foreign currency option and forward contracts with maturity dates less than twelve months primarily to hedge against value changes in foreign currency. The related gains and losses are recorded in Other income - net. See Note 15. There were no material foreign currency option and forward contracts outstanding at June 30, 2024 and June 30, 2023.
v3.24.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Fair Value Measurements and Disclosures Topic of the ASC applies to the Company’s financial and non-financial assets and liabilities. The guidance applies when other standards require or permit the fair value measurement of assets and liabilities. Under the guidance, assets and liabilities measured at fair value are categorized as follows:
Level 1: Quoted prices in active markets for identical assets
Level 2: Significant other observable inputs
Level 3: Significant unobservable inputs
There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at June 30, 2024 and December 31, 2023. Except for the acquisition and divestiture related fair value measurements described in Note 3, there were no assets and liabilities measured at fair value on a nonrecurring basis. The following table presents the Company’s financial assets that are measured at fair value on a recurring basis, categorized using the fair value hierarchy.
June 30, 2024December 31, 2023
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Deferred compensation plan$93.8 $93.8 $ $ $84.7 $84.7 $— $— 
Net investment hedges8.5  8.5  — — — — 
$102.3 $93.8 $8.5 $ $84.7 $84.7 $— $— 
Liabilities:
Net investment hedges$0.1 $ $0.1 $ $24.4 $— $24.4 $— 
The deferred compensation plan assets consist of the investment funds maintained for future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topics of the ASC. The Level 1 investments are valued using quoted market prices multiplied by the number of shares. The deferred compensation plan assets also include partnership funds measured using net asset value (or its equivalent) as a practical expedient, which are not classified in the fair value hierarchy. As of June 30, 2024 and December 31, 2023, the fair value of the partnership funds was $6.6 million and $6.4 million, respectively. The cost basis of all investments within the deferred compensation plan was $80.3 million and $76.3 million at June 30, 2024 and December 31, 2023, respectively.
The net investment hedges represent the fair value of outstanding cross currency swap contracts (see Note 12). The fair value is based on a valuation model that uses observable inputs, including interest rate curves and the Euro foreign currency rate.
The fair value of the Company’s publicly traded debt is based on quoted market prices. The fair value of the Company’s non-publicly traded debt is estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The Company’s publicly traded debt and non-traded debt are classified as Level 1 and Level 2, respectively, in the fair value hierarchy. The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.
June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Publicly traded debt$8,980.0 $7,850.2 $9,475.8 $8,615.1 
Non-publicly traded debt0.5 0.5 0.9 0.8 
v3.24.2
REVENUE
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The Company manufactures and sells paint, stains, supplies, equipment and floor covering through company-operated stores, branded and private label products through retailers, and a broad range of industrial coatings directly to global manufacturing customers through company-operated branches. A large portion of the Company’s revenue is recognized at a point in time and made to customers who are not engaged in a long-term supply agreement or any form of contract with the Company. These sales are paid for at the time of sale in cash, credit card or on account with the vast majority of customers having terms between 30 and 60 days, not to exceed one year. Many customers who purchase on account take advantage of early payment discounts offered by paying within 30 days of being invoiced. The Company estimates variable consideration for these sales on the basis of both historical information and current trends to estimate the expected amount of discounts to which customers are likely to be entitled.
The remaining revenue is governed by long-term supply agreements and related purchase orders (contracts) that specify shipping terms and aspects of the transaction price including rebates, discounts and other sales incentives, such as advertising support. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.
Refer to Note 18 for the Company's disaggregation of Net sales by Reportable Segment. As the Reportable Segments are aligned by similar economic factors, trends and customers, this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Approximately 80% of the Company’s net sales are in the Company’s North America region (which is comprised of the United States, Canada and the Caribbean region), slightly less than 10% in the EMEAI region (Europe, Middle East, Africa and India), with the remaining global regions accounting for the residual balance. No country outside of the United States is individually significant.
The Company has made payments or given credits for various incentives at the beginning of a long-term contract where future revenue is expected and before satisfaction of performance obligations. Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments over the expected benefit life of the long-term contract typically on a straight-line basis.
The majority of variable consideration in the Company’s contracts include a form of volume rebate, discounts, and other incentives, where the customer receives a retrospective percentage rebate based on the amount of their purchases. In these situations, the rebates are accrued as a fixed percentage of sales and recorded as a reduction of net sales until paid to the customer per the terms of the contract. Forms of variable consideration such as tiered rebates, whereby a customer receives a retrospective price decrease dependent on the volume of their purchases, are calculated using a forecasted percentage to determine the most likely amount to accrue. Management creates a baseline calculation using historical sales and then utilizing forecast information, estimates the anticipated sales volume each quarter to calculate the expected reduction to sales. The remainder of the transaction price is fixed as agreed upon with the customer, limiting estimation of revenues including constraints.
The Company’s Accounts receivable and current and long-term contract assets and liabilities are summarized in the following table.
Accounts Receivable,
Less Allowance
Contract
Assets
(Current)
Contract
Assets
(Long-Term)
Contract
Liabilities
(Current)
Contract
Liabilities
(Long-Term)
Balance sheet caption:Accounts receivable, netOther
current assets
Other
assets
Other
accruals
Other long-term
liabilities
Balance at December 31, 2023$2,467.9 $46.2 $151.7 $365.7 $3.8 
Balance at June 30, 20243,048.1 60.8 223.7 306.3 4.0 
The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the contractual performance obligation and the associated payment.
Provisions for estimated returns are established and the expected costs continue to be recognized as contra-revenue per ASC 606 when the products are sold. The Company only offers an assurance type warranty on products sold, and there is no material service to the customer beyond fixing defects that existed at the time of sale and no warranties are sold separately.
Warranty liabilities are excluded from the table above. Amounts recognized during the year from deferred revenue were not material. The Company records a right of return liability within each of its operations to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.
Allowance for Current Expected Credit Losses
Accounts receivable are recorded at the time of credit sales, net of an allowance for current expected credit losses. The Company records an allowance for current expected credit losses to reduce Accounts receivable to the net amount expected to be collected (estimated net realizable value).
Under ASC 326, the Company reviews the collectibility of the Accounts receivable balance each reporting period and estimates the allowance for current expected credit losses based on historical bad debt experience, aging of accounts receivable, current creditworthiness of customers, current economic factors, as well as reasonable and supportable forward-looking information. Accounts receivable balances are written-off against the allowance for current expected credit losses if a final determination of uncollectibility is made. All provisions for the allowance for current expected credit losses are included in Selling, general and administrative expenses.
The following table summarizes the movement in the Company's allowance for current expected credit losses:
Six Months Ended
June 30,
20242023
Beginning balance$59.6 $56.6 
Bad debt expense37.4 32.4 
Uncollectible accounts written off, net of recoveries(20.1)(12.3)
Ending balance$76.9 $76.7 
v3.24.2
OTHER
6 Months Ended
Jun. 30, 2024
Other Income and Expenses [Abstract]  
OTHER OTHER
Other general income - net
Included in Other general income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Provisions for environmental matters - net$(14.1)$0.6 $(10.5)$13.3 
Gain on divestiture of business (see Note 3) (20.1) (20.1)
Gain on sale or disposition of assets(19.8)(16.2)(23.2)(20.8)
Other0.3 3.2 2.1 5.6 
Other general income - net$(33.6)$(32.5)$(31.6)$(22.0)
Provisions for environmental matters - net represent initial provisions for site-specific estimated costs of environmental investigation or remediation and increases or decreases to environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. Provisions for environmental matters - net for the three and six months ended June 30, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site. See Note 8 for further details on the Company’s environmental-related activities.
The Gain on sale or disposition of assets represents gains associated with the sale or disposal of property, plant and equipment and intangible assets previously used in the conduct of the primary business of the Company.
There were no items within the Other caption that were individually significant.
Other income - net
Included in Other income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Net investment gains$(3.8)$(15.5)$(8.9)$(18.7)
Net expense from banking activities4.4 3.9 7.7 7.8 
Foreign currency transaction related (gains) losses - net(4.6)16.8 3.0 23.6 
Miscellaneous periodic benefit income(4.9)(5.1)(9.8)(10.2)
Other income(25.2)(15.8)(34.2)(30.4)
Other expense2.1 9.9 2.5 18.9 
Other income - net$(32.0)$(5.8)$(39.7)$(9.0)
Net investment gains primarily relate to the change in market value of the investments held in the deferred compensation plan and bonds issued by a foreign government. See Note 13 for additional information on the fair value of these investments.
Foreign currency transaction related (gains) losses - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina, and net realized (gains) losses from foreign currency option and forward contracts. See Note 12 for additional information regarding these foreign currency contracts.
Miscellaneous periodic benefit income consists of the non-service components of pension and other postretirement benefit net periodic benefit cost (credit). See Note 7.
Other income and other expense include items of revenue, gains, expenses and losses that were unrelated to the primary business purpose of the Company. There were no items within the other income or other expense caption that were individually significant.
v3.24.2
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The effective tax rate was 24.2% and 23.1% for the second quarter and first six months of 2024, respectively, compared to 21.6% and 21.9% for the second quarter and first six months of 2023, respectively. The increase in the effective tax rate for the second quarter was primarily due to a favorable adjustment in the second quarter of 2023 related to the divestiture of the China architectural business and a less favorable impact from tax benefits related to employee share-based payments. For the first six months, the increase in the effective tax rate was primarily related to a favorable adjustment related to the divestiture of the China architectural business in the second quarter of 2023, partially offset by a more favorable impact from tax benefits related to employee share-based payments during the first six months of 2024. The other significant components of the Company’s effective tax rate were consistent year-over-year.
At December 31, 2023, the Company had $121.8 million in unrecognized tax benefits, the recognition of which would have an effect of $109.4 million on the effective tax rate. Included in the balance of unrecognized tax benefits at December 31, 2023 was $8.4 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months.
The Company classifies all income tax related interest and penalties as income tax expense. At December 31, 2023, the Company had accrued $20.4 million for the potential payment of income tax interest and penalties.
In the second quarter of 2024, the Company agreed to a Notice of Proposed Adjustment by the IRS for $28.7 million related to certain adjustments for 2017 through 2019, and is adequately reserved. There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2023 during the six months ended June 30, 2024.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company finalized the IRS audit for the 2013 through 2016 income tax returns in 2023 and paid the related assessments in the fourth quarter of 2023 and first quarter of 2024. The Company finalized the IRS audit for the 2011 income tax return in 2023 and paid the tax assessment in the second quarter of 2024. The Company expects to pay the remaining portion related to interest in 2024. The IRS is currently auditing the Company’s 2017 through 2019 income tax returns. As of June 30, 2024, the federal statute of limitations has not expired for the 2017 through 2023 tax years.
At June 30, 2024, the Company is subject to non-U.S. income tax examinations for the tax years of 2014 through 2023. In addition, the Company is subject to state and local income tax examinations for the tax years 2015 through 2023.
v3.24.2
NET INCOME PER SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
NET INCOME PER SHARE NET INCOME PER SHARE
Basic and diluted net income per share are calculated using the treasury stock method.
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Basic
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding251.0 256.0 251.8 256.3 
Basic net income per share$3.55 $3.10 $5.54 $4.96 
Diluted
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding assuming dilution:
Average shares outstanding251.0 256.0 251.8 256.3 
Stock options and other contingently issuable shares (1)
3.2 2.9 3.3 3.0 
Average shares outstanding assuming dilution254.2 258.9 255.1 259.3 
Diluted net income per share$3.50 $3.07 $5.47 $4.90 
(1)There were 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2024. There were 2.0 million and 2.8 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2023, respectively.
v3.24.2
REPORTABLE SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
REPORTABLE SEGMENT INFORMATION REPORTABLE SEGMENT INFORMATION
The Company reports its segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding the allocation of resources in accordance with the Segment Reporting Topic of the ASC. The Company determined it has three reportable segments: Paint Stores Group, Consumer Brands Group and Performance Coatings Group (individually, a Reportable Segment and collectively, the Reportable Segments). Refer to Note 23 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for further details on the Company's Reportable Segments.
Three Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,619.9 $844.3 $1,806.4 $0.9 $6,271.5 
Intersegment transfers 1,449.9 6.7 (1,456.6) 
Total net sales and intersegment transfers$3,619.9 $2,294.2 $1,813.1 $(1,455.7)$6,271.5 
Segment profit$907.1 $204.4 $301.5 $1,413.0 
Interest expense$(110.8)(110.8)
Administrative expenses and other(128.8)(128.8)
Income before income taxes$907.1 $204.4 $301.5 $(239.6)$1,173.4 
Three Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,498.7 $945.8 $1,794.9 $1.2 $6,240.6 
Intersegment transfers— 1,433.7 61.3 (1,495.0)— 
Total net sales and intersegment transfers$3,498.7 $2,379.5 $1,856.2 $(1,493.8)$6,240.6 
Segment profit$849.3 $110.3 $272.7 $1,232.3 
Interest expense$(111.7)(111.7)
Administrative expenses and other(108.5)(108.5)
Income before income taxes $849.3 $110.3 $272.7 $(220.2)$1,012.1 
Six Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,492.9 $1,655.3 $3,488.3 $2.3 $11,638.8 
Intersegment transfers 2,661.7 43.8 (2,705.5) 
Total net sales and intersegment transfers$6,492.9 $4,317.0 $3,532.1 $(2,703.2)$11,638.8 
Segment profit$1,400.3 $357.8 $539.2 $2,297.3 
Interest expense$(213.8)(213.8)
Administrative expenses and other(270.1)(270.1)
Income before income taxes $1,400.3 $357.8 $539.2 $(483.9)$1,813.4 
Six Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,357.8 $1,818.5 $3,504.7 $2.0 $11,683.0 
Intersegment transfers— 2,687.1 109.8 (2,796.9)— 
Total net sales and intersegment transfers$6,357.8 $4,505.6 $3,614.5 $(2,794.9)$11,683.0 
Segment profit$1,376.0 $204.1 $491.6 $2,071.7 
Interest expense$(221.0)(221.0)
Administrative expenses and other(223.8)(223.8)
Income before income taxes $1,376.0 $204.1 $491.6 $(444.8)$1,626.9 
In the reportable segment financial information, Segment profit represents each reportable segment’s Income before income taxes. Due to the nature of the Company’s integrated manufacturing operations and centralized administrative and information technology support, a substantial amount of allocations are made to determine segment financial information. Domestic intersegment transfers are primarily accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs for paint products. Non-paint domestic and all international intersegment transfers are primarily accounted for at values comparable to normal unaffiliated customer sales. All intersegment transfers are eliminated within the Administrative function. In 2023, absorbed manufactured cost standards for domestic intersegment transfers were established inclusive of forecasted cost reductions from planned initiatives for which unfavorable deviations were recognized within the Consumer Brands Group. The manufactured cost standards established at the beginning of 2024 did not include forecasted cost reductions.
Net sales of all consolidated foreign subsidiaries were $1.143 billion and $1.150 billion for the three months ended June 30, 2024 and 2023, respectively. Net external sales of all consolidated foreign subsidiaries were $2.246 billion and $2.237 billion for the six months ended June 30, 2024 and 2023, respectively. Long-lived assets of these subsidiaries totaled $3.456 billion and $3.348 billion at June 30, 2024 and 2023, respectively. Domestic operations accounted for the remaining Net sales and long-lived assets. No single geographic area outside the United States was significant relative to consolidated Net sales, Income before income taxes or consolidated long-lived assets. Export sales and sales to any individual customer were each less than 10% of consolidated Net sales in 2024 and 2023.
For further details on the Company's Reportable Segments, see Note 23 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net income $ 889.9 $ 505.2 $ 793.7 $ 477.4 $ 1,395.1 $ 1,271.1
v3.24.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements of The Sherwin-Williams Company and its wholly owned subsidiaries (collectively, the Company) have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Supply Chain Financing
Supply Chain Financing
As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers. Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $242.6 million, $213.1 million and $242.3 million at June 30, 2024, December 31, 2023 and June 30, 2023, respectively.
Non-Traded Investments
Non-Traded Investments
The Company has invested in U.S. affordable housing, historic renovation and other real estate investments (Non-Traded Investments) that have been identified as variable interest entities which qualify for certain tax credits and other tax benefits. Since the Company does not have the power to direct the day-to-day operations of the Non-Traded Investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. Therefore, in accordance with the Consolidation Topic of the Accounting Standards Codification (ASC), the Non-Traded Investments are not consolidated.
Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments is amortized in proportion to the receipt of related tax credits. The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits. Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Net Income.
Recently Issued Accounting Pronouncements RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met. In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any. The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU. See Note 1 for further details.
Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all current required annual segment reporting disclosures under Topic 280 will be effective for interim periods. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company is evaluating the impact of adopting this ASU.
v3.24.2
BASIS OF PRESENTATION (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Variable Interest Entities
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Amortization of Non-Traded Investments$22.3 $20.3 $42.4 $39.7 
Tax credits and other tax benefits received25.6 24.9 47.4 49.2 
The following table summarizes the balances related to the Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:
June 30,December 31,June 30,
202420232023
Other assets$732.7 $675.0 $605.0 
Other accruals79.2 80.9 53.9 
Other long-term liabilities613.5 568.2 530.8 
Net deferred income tax asset25.8 19.4 22.6 
v3.24.2
ACQUISITIONS AND DIVESTITURES (Tables)
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Balance Sheet The assets, liabilities and valuation adjustment held for sale at June 30, 2023 were as follows:
June 30, 2023
Tangible assets$22.5 
Intangible assets93.3 
Valuation adjustment(27.1)
Total assets$88.7 
Total liabilities$20.9 
v3.24.2
INVENTORIES (Tables)
6 Months Ended
Jun. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Included in Inventories were the following:
June 30,December 31,June 30,
202420232023
Finished goods$1,787.7 $1,810.9 $1,924.7 
Work in process and raw materials501.4 518.9 514.3 
Inventories$2,289.1 $2,329.8 $2,439.0 
v3.24.2
LONG-LIVED ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Included in Property, plant and equipment, net were the following:
June 30,December 31,June 30,
202420232023
Land$254.0 $257.5 $264.3 
Buildings1,084.6 1,048.7 1,049.1 
Machinery and equipment3,575.7 3,459.8 3,339.5 
Construction in progress1,380.0 1,111.0 732.2 
Property, plant and equipment, gross6,294.3 5,877.0 5,385.1 
Less allowances for depreciation3,157.7 3,040.2 2,942.6 
Property, plant and equipment, net$3,136.6 $2,836.8 $2,442.5 
v3.24.2
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
The following table summarizes the Company’s outstanding debt:
June 30,December 31,June 30,
202420232023
Long-term debt (including current portion)$8,980.5 $9,476.7 $9,595.2 
Short-term borrowings1,358.3 374.2 806.2 
Total debt outstanding$10,338.8 $9,850.9 $10,401.4 
Schedule of Short-term Debt The following table summarizes the Company’s short-term borrowings:
June 30,December 31,June 30,
202420232023
Short-term borrowings:
Domestic commercial paper$1,337.2 $347.7 $805.6 
Foreign facilities21.1 26.5 0.6 
Total$1,358.3 $374.2 $806.2 
Weighted average interest rate:
Domestic commercial paper5.5 %5.5 %5.4 %
Foreign facilities3.5 %3.6 %11.4 %
v3.24.2
PENSION AND OTHER POSTRETIREMENT BENEFITS (Tables)
6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Summary of the Components of the Net Pension Costs and Cumulative Other Comprehensive Loss Related to the Defined Benefit Pension Plans
The following table summarizes the components of the Company’s net periodic benefit cost (credit) for domestic and foreign defined benefit pension plans and other postretirement benefits:
Domestic
Defined Benefit
Pension Plan
Foreign
Defined Benefit
Pension Plans
Other
Postretirement
Benefits
 202420232024202320242023
Three Months Ended June 30:
Service cost$0.9 $0.8 $1.2 $1.0 $0.1 $0.2 
Interest cost1.1 1.1 3.0 2.8 1.7 1.8 
Expected return on assets(2.1)(1.9)(2.8)(3.1)— — 
Amortization of prior service cost (credit)0.5 0.4 (0.1)— (5.9)(6.0)
Amortization of actuarial (gains) losses — (0.2)(0.3)(0.1)0.1 
Net periodic benefit cost (credit)$0.4 $0.4 $1.1 $0.4 $(4.2)$(3.9)
Six Months Ended June 30:
Service cost$1.8 $1.6 $2.4 $2.1 $0.2 $0.3 
Interest cost2.4 2.3 6.0 5.7 3.4 3.7 
Expected return on assets(4.2)(3.7)(5.6)(6.2) — 
Amortization of prior service cost (credit)1.0 0.7 (0.1)(0.1)(11.9)(12.0)
Amortization of actuarial (gains) losses(0.1)— (0.5)(0.7)(0.2)0.1 
Net periodic benefit cost (credit)$0.9 $0.9 $2.2 $0.8 $(8.5)$(7.9)
v3.24.2
OTHER LONG-TERM LIABILITIES (Tables)
6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Real Estate Financing The following table summarizes the activity related to this transaction during the three and six months ended June 30, 2024 and 2023:
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Proceeds received$84.5 $72.2 $161.5 $138.7 
Capitalized interest (1)
10.8 5.2 20.2 9.2 
(1) Interest is capitalized within Other long-term liabilities.
v3.24.2
SHAREHOLDERS' EQUITY (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Dividends Payable
The following table summarizes the dividends declared and paid on common stock:
20242023
Cash
Dividend
Per Share
Total
Dividends
(in millions)
Cash
Dividend
Per Share
Total
Dividends
(in millions)
First Quarter$0.715 $182.5 $0.605 $156.5 
Second Quarter0.715 178.6 0.605 156.3 
Total$1.43 $361.1 $1.21 $312.8 
Schedule of Share Repurchases The table below summarizes share repurchases during the three and six months ended June 30, 2024 and 2023:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Treasury stock purchases (in millions)$434.4 $234.2 $979.9 $535.9 
Treasury stock purchases (shares)1,400,000 1,000,000 3,100,000 2,300,000 
Average price per share$310.29 $234.15 $316.09 $232.98 
v3.24.2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)
6 Months Ended
Jun. 30, 2024
Statement of Other Comprehensive Income [Abstract]  
Schedule of Components of Accumulated Other Comprehensive Income (Loss)
The components of Accumulated other comprehensive income (loss) (AOCI), including the reclassification adjustments for items that were reclassified from AOCI to Net income, are shown below.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2023$(716.9)$64.3 $28.3 $(624.3)
Amounts recognized in AOCI (1)
(141.9)(141.9)
Amounts reclassified from AOCI (2), (3)
(8.9)(1.8)(10.7)
Balance at June 30, 2024$(858.8)$55.4 $26.5 $(776.9)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $24.1 million during the six months ended June 30, 2024. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $2.9 million for the six months ended June 30, 2024. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2024. See Statements of Consolidated Comprehensive Income.
Foreign
Currency
Translation
Adjustments
Pension and
Other
Postretirement
Benefits
Adjustments
Unrealized
Net Gains on
Cash Flow
Hedges
Total
Balance at December 31, 2022$(810.8)$78.3 $31.9 $(700.6)
Amounts recognized in AOCI (1)
60.1 60.1 
Amounts reclassified from AOCI (2), (3)
(9.0)(1.8)(10.8)
Balance at June 30, 2023$(750.7)$69.3 $30.1 $(651.3)
(1)    Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $(12.8) million during the six months ended June 30, 2023. See Note 12.
(2)    Pension and other postretirement benefit adjustments are net of taxes of $3.0 million for the six months ended June 30, 2023. See Note 7.
(3)    Unrealized net gains on cash flow hedges are net of taxes of $0.6 million for the six months ended June 30, 2023. See Statements of Consolidated Comprehensive Income.
v3.24.2
DERIVATIVES AND HEDGING (Tables)
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments The outstanding contracts as of June 30, 2024 are summarized in the table below.
Contract DateNotional
Value
Maturity Date
March 28, 2023$150.0 August 8, 2024
June 28, 2023200.0 August 8, 2025
May 21, 2024175.0 June 1, 2027
November 8, 2021162.7 June 1, 2027
May 10, 2024100.0 June 1, 2027
May 21, 2024225.0 August 15, 2029
December 7, 2023150.0 August 15, 2029
The following table summarizes the unrealized gains (losses) for the three and six months ended June 30, 2024 and 2023.
Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2024202320242023
Gains (losses)$7.7 $(11.3)$32.0 $(16.9)
Tax effect(1.9)2.7 (7.9)4.1 
Gains (losses), net of taxes
$5.8 $(8.6)$24.1 $(12.8)
Schedule of Derivative Instruments Fair Value
The following table summarizes amounts recognized in the Consolidated Balance Sheets for cross currency swap contracts. See Note 13 for additional information on the fair value of these contracts.
June 30,December 31,June 30,
202420232023
Other current assets$1.5 $— $— 
Other assets7.0 — — 
Other accruals 12.0 5.0 
Other long-term liabilities0.1 12.4 2.8 
v3.24.2
FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets that are measured at fair value on a recurring basis, categorized using the fair value hierarchy.
June 30, 2024December 31, 2023
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Deferred compensation plan$93.8 $93.8 $ $ $84.7 $84.7 $— $— 
Net investment hedges8.5  8.5  — — — — 
$102.3 $93.8 $8.5 $ $84.7 $84.7 $— $— 
Liabilities:
Net investment hedges$0.1 $ $0.1 $ $24.4 $— $24.4 $— 
Schedule of Debt The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.
June 30, 2024December 31, 2023
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Publicly traded debt$8,980.0 $7,850.2 $9,475.8 $8,615.1 
Non-publicly traded debt0.5 0.5 0.9 0.8 
v3.24.2
REVENUE (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Accounts Receivables and Current and Long-term Contract Assets and Liabilities
The Company’s Accounts receivable and current and long-term contract assets and liabilities are summarized in the following table.
Accounts Receivable,
Less Allowance
Contract
Assets
(Current)
Contract
Assets
(Long-Term)
Contract
Liabilities
(Current)
Contract
Liabilities
(Long-Term)
Balance sheet caption:Accounts receivable, netOther
current assets
Other
assets
Other
accruals
Other long-term
liabilities
Balance at December 31, 2023$2,467.9 $46.2 $151.7 $365.7 $3.8 
Balance at June 30, 20243,048.1 60.8 223.7 306.3 4.0 
Schedule of Allowance For Doubtful Accounts
The following table summarizes the movement in the Company's allowance for current expected credit losses:
Six Months Ended
June 30,
20242023
Beginning balance$59.6 $56.6 
Bad debt expense37.4 32.4 
Uncollectible accounts written off, net of recoveries(20.1)(12.3)
Ending balance$76.9 $76.7 
v3.24.2
OTHER (Tables)
6 Months Ended
Jun. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Other General Income - Net
Included in Other general income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Provisions for environmental matters - net$(14.1)$0.6 $(10.5)$13.3 
Gain on divestiture of business (see Note 3) (20.1) (20.1)
Gain on sale or disposition of assets(19.8)(16.2)(23.2)(20.8)
Other0.3 3.2 2.1 5.6 
Other general income - net$(33.6)$(32.5)$(31.6)$(22.0)
Schedule of Other Income - Net
Included in Other income - net were the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
 2024202320242023
Net investment gains$(3.8)$(15.5)$(8.9)$(18.7)
Net expense from banking activities4.4 3.9 7.7 7.8 
Foreign currency transaction related (gains) losses - net(4.6)16.8 3.0 23.6 
Miscellaneous periodic benefit income(4.9)(5.1)(9.8)(10.2)
Other income(25.2)(15.8)(34.2)(30.4)
Other expense2.1 9.9 2.5 18.9 
Other income - net$(32.0)$(5.8)$(39.7)$(9.0)
v3.24.2
NET INCOME PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share
Basic and diluted net income per share are calculated using the treasury stock method.
Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Basic
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding251.0 256.0 251.8 256.3 
Basic net income per share$3.55 $3.10 $5.54 $4.96 
Diluted
Net income$889.9 $793.7 $1,395.1 $1,271.1 
Average shares outstanding assuming dilution:
Average shares outstanding251.0 256.0 251.8 256.3 
Stock options and other contingently issuable shares (1)
3.2 2.9 3.3 3.0 
Average shares outstanding assuming dilution254.2 258.9 255.1 259.3 
Diluted net income per share$3.50 $3.07 $5.47 $4.90 
(1)There were 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2024. There were 2.0 million and 2.8 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2023, respectively.
v3.24.2
REPORTABLE SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Reportable Segment Information
Three Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,619.9 $844.3 $1,806.4 $0.9 $6,271.5 
Intersegment transfers 1,449.9 6.7 (1,456.6) 
Total net sales and intersegment transfers$3,619.9 $2,294.2 $1,813.1 $(1,455.7)$6,271.5 
Segment profit$907.1 $204.4 $301.5 $1,413.0 
Interest expense$(110.8)(110.8)
Administrative expenses and other(128.8)(128.8)
Income before income taxes$907.1 $204.4 $301.5 $(239.6)$1,173.4 
Three Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$3,498.7 $945.8 $1,794.9 $1.2 $6,240.6 
Intersegment transfers— 1,433.7 61.3 (1,495.0)— 
Total net sales and intersegment transfers$3,498.7 $2,379.5 $1,856.2 $(1,493.8)$6,240.6 
Segment profit$849.3 $110.3 $272.7 $1,232.3 
Interest expense$(111.7)(111.7)
Administrative expenses and other(108.5)(108.5)
Income before income taxes $849.3 $110.3 $272.7 $(220.2)$1,012.1 
Six Months Ended June 30, 2024
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,492.9 $1,655.3 $3,488.3 $2.3 $11,638.8 
Intersegment transfers 2,661.7 43.8 (2,705.5) 
Total net sales and intersegment transfers$6,492.9 $4,317.0 $3,532.1 $(2,703.2)$11,638.8 
Segment profit$1,400.3 $357.8 $539.2 $2,297.3 
Interest expense$(213.8)(213.8)
Administrative expenses and other(270.1)(270.1)
Income before income taxes $1,400.3 $357.8 $539.2 $(483.9)$1,813.4 
Six Months Ended June 30, 2023
 Paint Stores
Group
Consumer Brands
Group
Performance
Coatings
Group
AdministrativeConsolidated
Totals
Net sales$6,357.8 $1,818.5 $3,504.7 $2.0 $11,683.0 
Intersegment transfers— 2,687.1 109.8 (2,796.9)— 
Total net sales and intersegment transfers$6,357.8 $4,505.6 $3,614.5 $(2,794.9)$11,683.0 
Segment profit$1,376.0 $204.1 $491.6 $2,071.7 
Interest expense$(221.0)(221.0)
Administrative expenses and other(223.8)(223.8)
Income before income taxes $1,376.0 $204.1 $491.6 $(444.8)$1,626.9 
v3.24.2
BASIS OF PRESENTATION - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Supplier finance obligations $ 242.6 $ 242.3 $ 242.6 $ 242.3 $ 213.1
Amortization of Non-Traded Investments 22.3 20.3 42.4 39.7  
Tax credits and other tax benefits received $ 25.6 $ 24.9 $ 47.4 $ 49.2  
v3.24.2
BASIS OF PRESENTATION - Schedule of Variable Interest Entities (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Variable Interest Entity [Line Items]      
Other accruals $ 1,251.2 $ 1,099.1 $ 1,329.5
Other long-term liabilities 2,106.7 1,746.8 1,908.0
VIEs      
Variable Interest Entity [Line Items]      
Accrued taxes 47.4 49.2 94.8
Other assets 732.7 605.0 675.0
Other accruals 79.2 53.9 80.9
Other long-term liabilities 613.5 530.8 568.2
Net deferred income tax asset $ 25.8 $ 22.6 $ 19.4
v3.24.2
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Business Acquisition [Line Items]          
Gain (loss) on disposition of business   $ 0.0 $ 20.1 $ 0.0 $ 20.1
Impairment   $ 0.0 34.0 $ 0.0 $ 34.0
Administrative | Non-core Domestic Aerosol Business          
Business Acquisition [Line Items]          
Gain (loss) on disposition of business     20.1    
Administrative | China Architectural Business          
Business Acquisition [Line Items]          
Impairment     27.1    
Consumer Brands Group          
Business Acquisition [Line Items]          
Impairment     $ 6.9    
2023 Acquisitions          
Business Acquisition [Line Items]          
Consideration transferred $ 265.0        
v3.24.2
ACQUISITIONS AND DIVESTITURES - Schedule of Balance Sheet (Details) - Held-for-Sale - China Architectural Business
$ in Millions
Jun. 30, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Tangible assets $ 22.5
Intangible assets 93.3
Valuation adjustment (27.1)
Total assets 88.7
Total liabilities $ 20.9
v3.24.2
INVENTORIES (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Inventory Disclosure [Abstract]      
Finished goods $ 1,787.7 $ 1,810.9 $ 1,924.7
Work in process and raw materials 501.4 518.9 514.3
Inventories $ 2,289.1 $ 2,329.8 $ 2,439.0
v3.24.2
LONG-LIVED ASSETS (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, gross $ 6,294.3 $ 5,877.0 $ 5,385.1
Less allowances for depreciation 3,157.7 3,040.2 2,942.6
Property, plant and equipment, net 3,136.6 2,836.8 2,442.5
Land      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, gross 254.0 257.5 264.3
Buildings      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, gross 1,084.6 1,048.7 1,049.1
Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, gross 3,575.7 3,459.8 3,339.5
Construction in progress      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, gross $ 1,380.0 $ 1,111.0 $ 732.2
v3.24.2
DEBT - Schedule of Long-term Debt (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Debt Disclosure [Abstract]      
Long-term debt (including current portion) $ 8,980.5 $ 9,476.7 $ 9,595.2
Short-term borrowings 1,358.3 374.2 806.2
Total debt outstanding $ 10,338.8 $ 9,850.9 $ 10,401.4
v3.24.2
DEBT - Narrative (Details)
3 Months Ended
Jun. 30, 2024
USD ($)
Debt Instrument [Line Items]  
Unused borrowing capacity, amount $ 2,343,000,000
3.125% Senior Notes Due June 2024 | Senior notes  
Debt Instrument [Line Items]  
Debt repaid $ 500,000,000
Interest rate 3.125%
v3.24.2
DEBT - Schedule of Short-term Debt (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Debt Instrument [Line Items]      
Short-term borrowings $ 1,358.3 $ 374.2 $ 806.2
Commercial Paper      
Debt Instrument [Line Items]      
Short-term borrowings 1,358.3 374.2 806.2
Domestic commercial paper | Commercial Paper      
Debt Instrument [Line Items]      
Short-term borrowings $ 1,337.2 $ 347.7 $ 805.6
Weighted average interest rate 5.50% 5.50% 5.40%
Foreign facilities | Commercial Paper      
Debt Instrument [Line Items]      
Short-term borrowings $ 21.1 $ 26.5 $ 0.6
Weighted average interest rate 3.50% 3.60% 11.40%
v3.24.2
PENSION AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Other Postretirement Benefits        
Defined Benefit Plan Disclosure [Line Items]        
Service cost $ 0.1 $ 0.2 $ 0.2 $ 0.3
Interest cost 1.7 1.8 3.4 3.7
Expected return on assets 0.0 0.0 0.0 0.0
Amortization of prior service cost (credit) (5.9) (6.0) (11.9) (12.0)
Amortization of actuarial (gains) losses (0.1) 0.1 (0.2) 0.1
Net periodic benefit cost (credit) (4.2) (3.9) (8.5) (7.9)
Domestic Defined Benefit Pension Plan | Defined Benefit Pension Plans        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 0.9 0.8 1.8 1.6
Interest cost 1.1 1.1 2.4 2.3
Expected return on assets (2.1) (1.9) (4.2) (3.7)
Amortization of prior service cost (credit) 0.5 0.4 1.0 0.7
Amortization of actuarial (gains) losses 0.0 0.0 (0.1) 0.0
Net periodic benefit cost (credit) 0.4 0.4 0.9 0.9
Foreign Defined Benefit Pension Plans | Defined Benefit Pension Plans        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 1.2 1.0 2.4 2.1
Interest cost 3.0 2.8 6.0 5.7
Expected return on assets (2.8) (3.1) (5.6) (6.2)
Amortization of prior service cost (credit) (0.1) 0.0 (0.1) (0.1)
Amortization of actuarial (gains) losses (0.2) (0.3) (0.5) (0.7)
Net periodic benefit cost (credit) $ 1.1 $ 0.4 $ 2.2 $ 0.8
v3.24.2
OTHER LONG-TERM LIABILITIES (Details)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
ManufacturingSite
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
ManufacturingSite
Jun. 30, 2024
USD ($)
ManufacturingSite
Jun. 30, 2024
USD ($)
ManufacturingSite
Jun. 30, 2024
USD ($)
operable_unit
ManufacturingSite
Jun. 30, 2024
USD ($)
OPERABLE_UNIT
ManufacturingSite
Jun. 30, 2023
USD ($)
Loss Contingencies [Line Items]                
Accruals for extended environmental-related activities $ 222.1 $ 240.7 $ 222.1 $ 222.1 $ 222.1 $ 222.1 $ 222.1 $ 240.7
Estimated costs of current investigation and remediation activities included in other accruals 94.4 50.2 94.4 94.4 94.4 94.4 94.4 50.2
Amount by which unaccrued maximum of estimated range exceeds minimum $ 91.4   $ 91.4 $ 91.4 $ 91.4 $ 91.4 $ 91.4  
Number of manufacturing sites accounting for the majority of the accrual for environmental-related activities | ManufacturingSite 4   4 4 4 4 4  
Remaining number of manufacturing sites | ManufacturingSite       3        
Proceeds from real estate financing transactions $ 84.5 72.2 $ 161.5         138.7
Financing liability 680.1 347.2 680.1 $ 680.1 $ 680.1 $ 680.1 $ 680.1 347.2
Financing liability, current 46.6 29.8 46.6 46.6 46.6 $ 46.6 $ 46.6 29.8
Interest costs capitalized 10.8 $ 5.2 20.2         $ 9.2
Minimum                
Loss Contingencies [Line Items]                
Expected proceeds     800.0          
Maximum                
Loss Contingencies [Line Items]                
Expected proceeds     850.0          
Gibbsboro, New Jersey                
Loss Contingencies [Line Items]                
Number of operable units           6 6  
Number of operable units completed | OPERABLE_UNIT             3  
Environmental Related Activities, Major Sites                
Loss Contingencies [Line Items]                
Amount by which unaccrued maximum of estimated range exceeds minimum 67.8   67.8 67.8 67.8 $ 67.8 $ 67.8  
Accruals for environmental-related activities of sites accounting for the majority of the accrual for environmental-related activities $ 266.4   $ 266.4 $ 266.4 $ 266.4 $ 266.4 $ 266.4  
Percentage of accrual for environmental-related activities related to sites accounting for the majority of the accrual for environmental-related activities 84.40%   84.40% 84.40% 84.40% 84.40% 84.40%  
Percentage of aggregate unaccrued maximum related to sites accounting for the majority of the accrual for environmental-related activities 74.20%   74.20% 74.20% 74.20% 74.20% 74.20%  
Remedy Implementation                
Loss Contingencies [Line Items]                
Regulatory agency significant cost components liability (in percent)         85.00%      
Regulatory Agency Interaction                
Loss Contingencies [Line Items]                
Regulatory agency significant cost components liability (in percent)         10.00%      
Project Management and Other Costs                
Loss Contingencies [Line Items]                
Regulatory agency significant cost components liability (in percent)         5.00%      
v3.24.2
LITIGATION (Details)
$ in Millions
1 Months Ended
May 20, 2021
defendant
plaintiff
Apr. 15, 2021
plaintiff
May 31, 2019
plaintiff
May 31, 2019
USD ($)
defendant
plaintiff
Jun. 30, 2024
case
Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al., and Glenn Burton, Jr. v. American Cyanamid, et al.          
Loss Contingencies [Line Items]          
Number of cases consolidated | case         3
Number of plaintiffs   3   3  
Amount awarded per plaintiff | $       $ 2.0  
Amount awarded to plaintiffs | $       $ 6.0  
Number of additional defendants | defendant       2  
Number of plaintiffs     1    
Owens, Sifuentes and Burton Case          
Loss Contingencies [Line Items]          
Number of additional defendants | defendant 3        
Number of plaintiffs 150        
v3.24.2
SHAREHOLDERS' EQUITY - Schedule of Dividends Payable (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity [Abstract]            
Cash dividends (in dollars per share) $ 0.715 $ 0.715 $ 0.605 $ 0.605 $ 1.43 $ 1.21
Total dividends $ 178.6 $ 182.5 $ 156.3 $ 156.5 $ 361.1 $ 312.8
v3.24.2
SHAREHOLDERS' EQUITY - Narrative (Details)
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Remaining number of shares authorized to be repurchased (in shares) 36,500,000
Stock options exercised (in shares) 734,266
Stock options, weighted average price (in dollars per share) | $ / shares $ 128.72
Restricted Stock Units (RSUs)  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted stock units vested (in shares) 119,731
v3.24.2
SHAREHOLDERS' EQUITY - Schedule of Share Repurchases (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Equity [Abstract]        
Treasury stock purchases (in millions) $ 434.4 $ 234.2 $ 979.9 $ 535.9
Treasury stock purchases (in shares) 1,400,000 1,000,000 3,100,000 2,300,000
Average price per share (in dollars per share) $ 310.29 $ 234.15 $ 316.09 $ 232.98
v3.24.2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Shareholders' Equity [Roll Forward]    
Beginning balance $ 3,715.8 $ 3,102.1
Amounts recognized in AOCI (141.9) 60.1
Amounts reclassified from AOCI (10.7) (10.8)
Ending balance 3,751.8 3,631.1
Total    
Shareholders' Equity [Roll Forward]    
Beginning balance (624.3) (700.6)
Ending balance (776.9) (651.3)
Foreign Currency Translation Adjustments    
Shareholders' Equity [Roll Forward]    
Beginning balance (716.9) (810.8)
Amounts recognized in AOCI (141.9) 60.1
Ending balance (858.8) (750.7)
Pension and Other Postretirement Benefits Adjustments    
Shareholders' Equity [Roll Forward]    
Beginning balance 64.3 78.3
Amounts reclassified from AOCI (8.9) (9.0)
Ending balance 55.4 69.3
Unrealized Net Gains on Cash Flow Hedges    
Shareholders' Equity [Roll Forward]    
Beginning balance 28.3 31.9
Amounts reclassified from AOCI (1.8) (1.8)
Ending balance $ 26.5 $ 30.1
v3.24.2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Pension and other post retirement benefits adjustments, tax     $ 2.9 $ 3.0
Unrealized net gains on cash flow hedges, amounts reclassified from other comprehensive income, tax $ 0.3 $ 0.3 0.6 0.6
Net investment hedge        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Foreign currency translation adjustments $ 5.8 $ (8.6) $ 24.1 $ (12.8)
v3.24.2
DERIVATIVES AND HEDGING - Schedule of Outstanding Contracts (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Euro Cross Currency Swap 1  
Derivative [Line Items]  
Notional Value $ 150.0
Euro Cross Currency Swap 2  
Derivative [Line Items]  
Notional Value 200.0
Euro Cross Currency Swap 3  
Derivative [Line Items]  
Notional Value 175.0
Euro Cross Currency Swap 4  
Derivative [Line Items]  
Notional Value 162.7
Euro Cross Currency Swap 5  
Derivative [Line Items]  
Notional Value 100.0
Euro Cross Currency Swap 6  
Derivative [Line Items]  
Notional Value 225.0
Euro Cross Currency Swap 7  
Derivative [Line Items]  
Notional Value $ 150.0
v3.24.2
DERIVATIVES AND HEDGING - Schedule of Derivate Instruments Fair Value (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Derivative [Line Items]      
Derivative asset, statement of financial position [Extensible Enumeration] Other Assets, Noncurrent Other Assets, Current, Other Assets, Noncurrent Other Assets, Current, Other Assets, Noncurrent
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Other long-term liabilities Other long-term liabilities Other long-term liabilities
Cross Currency Swap Contract | Other current assets      
Derivative [Line Items]      
Net investment hedges $ 1.5 $ 0.0 $ 0.0
Cross Currency Swap Contract | Other assets      
Derivative [Line Items]      
Net investment hedges 7.0 0.0 0.0
Cross Currency Swap Contract | Other accruals      
Derivative [Line Items]      
Derivative liability 0.0 12.0 5.0
Cross Currency Swap Contract | Other long-term liabilities      
Derivative [Line Items]      
Derivative liability $ 0.1 $ 12.4 $ 2.8
v3.24.2
DERIVATIVES AND HEDGING - Schedule of Unrealized Gains (Details) - Cross Currency Swap Contract - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Derivative [Line Items]        
Gains (losses) $ 7.7 $ (11.3) $ 32.0 $ (16.9)
Tax effect (1.9) 2.7 (7.9) 4.1
Gains (losses), net of taxes $ 5.8 $ (8.6) $ 24.1 $ (12.8)
v3.24.2
DERIVATIVES AND HEDGING - Narrative (Details) - USD ($)
Jun. 30, 2024
May 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Currency swap        
Derivative [Line Items]        
Derivative settled   $ 500,000,000    
Foreign currency forward contracts | Not Designated as Hedging Instrument        
Derivative [Line Items]        
Notional amount $ 0   $ 0 $ 0
v3.24.2
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements on a Recurring Basis - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Assets:    
Net investment hedges $ 8.5 $ 0.0
Total assets, fair value 102.3 84.7
Liabilities:    
Derivative liability 0.1 24.4
Deferred compensation plan    
Assets:    
Deferred compensation plan 93.8 84.7
Level 1    
Assets:    
Total assets, fair value 93.8 84.7
Level 1 | Deferred compensation plan    
Assets:    
Deferred compensation plan 93.8 84.7
Level 2    
Assets:    
Net investment hedges 8.5  
Total assets, fair value 8.5 0.0
Liabilities:    
Derivative liability 0.1 24.4
Level 3    
Assets:    
Total assets, fair value $ 0.0 $ 0.0
v3.24.2
FAIR VALUE MEASUREMENTS - Narrative (Details) - Fair Value Measurements on a Recurring Basis - Deferred compensation plan - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Deferred compensation plan $ 93.8 $ 84.7
Fair Value Measured at Net Asset Value Per Share    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Deferred compensation plan 6.6 6.4
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost basis of investment funds $ 80.3 $ 76.3
v3.24.2
FAIR VALUE MEASUREMENTS - Schedule of Debt (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Carrying Amount | Publicly traded debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 8,980.0 $ 9,475.8
Carrying Amount | Non-publicly traded debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0.5 0.9
Fair Value | Publicly traded debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 7,850.2 8,615.1
Fair Value | Non-publicly traded debt    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 0.5 $ 0.8
v3.24.2
REVENUE - Narrative (Details)
6 Months Ended
Jun. 30, 2024
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Revenue, performance obligation, description of payment terms (in days) 30 and 60 days,
North America | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Concentration of credit risk percentage (in percent) 80.00%
EMEAI Region | Geographic Concentration Risk | Revenue from Contract with Customer Benchmark  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Concentration of credit risk percentage (in percent) 10.00%
v3.24.2
REVENUE - Schedule of Accounts Receivable and Current and Long-term Contract Assets and Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]      
Accounts Receivable, Less Allowance $ 3,048.1 $ 2,467.9 $ 3,117.8
Contract Assets (Current) 60.8 46.2  
Contract Assets (Long-Term) 223.7 151.7  
Contract Liabilities (Current) 306.3 365.7  
Contract Liabilities (Long-Term) $ 4.0 $ 3.8  
v3.24.2
REVENUE - Schedule of Allowance For Doubtful Accounts (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning balance $ 59.6 $ 56.6
Bad debt expense 37.4 32.4
Uncollectible accounts written off, net of recoveries (20.1) (12.3)
Ending balance $ 76.9 $ 76.7
v3.24.2
OTHER - Schedule of Other General Income - Net (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Other Income and Expenses [Abstract]        
Provisions for environmental matters - net $ (14.1) $ 0.6 $ (10.5) $ 13.3
Gain on divestiture of business 0.0 (20.1) 0.0 (20.1)
Gain on sale or disposition of assets (19.8) (16.2) (23.2) (20.8)
Other 0.3 3.2 2.1 5.6
Other general income - net $ (33.6) $ (32.5) $ (31.6) $ (22.0)
v3.24.2
OTHER - Schedule of Other Income - Net (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Other Income and Expenses [Abstract]        
Net investment gains $ (3.8) $ (15.5) $ (8.9) $ (18.7)
Net expense from banking activities 4.4 3.9 7.7 7.8
Foreign currency transaction related (gains) losses - net (4.6) 16.8 3.0 23.6
Miscellaneous periodic benefit income (4.9) (5.1) (9.8) (10.2)
Other income (25.2) (15.8) (34.2) (30.4)
Other expense 2.1 9.9 2.5 18.9
Other income - net $ (32.0) $ (5.8) $ (39.7) $ (9.0)
v3.24.2
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]          
Effective tax rate (in percent) 24.20% 21.60% 23.10% 21.90%  
Unrecognized tax benefits         $ 121.8
Unrecognized tax benefits adjusted         109.4
Amount of unrecognized tax benefits where significant change is reasonably possible         8.4
Accrued income tax interest and penalties         $ 20.4
Tax adjustment $ 28.7        
v3.24.2
NET INCOME PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Basic            
Net income $ 889.9 $ 505.2 $ 793.7 $ 477.4 $ 1,395.1 $ 1,271.1
Average shares outstanding (in shares) 251.0   256.0   251.8 256.3
Basic net income per share (in dollars per share) $ 3.55   $ 3.10   $ 5.54 $ 4.96
Diluted            
Net income $ 889.9 $ 505.2 $ 793.7 $ 477.4 $ 1,395.1 $ 1,271.1
Average shares outstanding assuming dilution:            
Average shares outstanding (in shares) 251.0   256.0   251.8 256.3
Stock options and other contingently issuable shares (in shares) 3.2   2.9   3.3 3.0
Average shares outstanding assuming dilution (in shares) 254.2   258.9   255.1 259.3
Diluted net income per share (in dollars per share) $ 3.50   $ 3.07   $ 5.47 $ 4.90
Stock options and other contingently issuable shares with anti-dilutive effects (in shares) 0.1   2.0   0.1 2.8
v3.24.2
REPORTABLE SEGMENT INFORMATION - Narrative (Details)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
segment
Jun. 30, 2023
USD ($)
Revenues from External Customers and Long-Lived Assets [Line Items]        
Number of reportable segments | segment     3  
Net sales $ 6,271.5 $ 6,240.6 $ 11,638.8 $ 11,683.0
Consolidated Foreign Subsidiaries        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Net sales 1,143.0 1,150.0 2,246.0 2,237.0
Long-lived assets $ 3,456.0 $ 3,348.0 $ 3,456.0 $ 3,348.0
v3.24.2
REPORTABLE SEGMENT INFORMATION - Schedule of Reportable Segment Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Net sales $ 6,271.5 $ 6,240.6 $ 11,638.8 $ 11,683.0
Segment profit 1,413.0 1,232.3 2,297.3 2,071.7
Interest expense (110.8) (111.7) (213.8) (221.0)
Administrative expenses and other (128.8) (108.5) (270.1) (223.8)
Income before income taxes 1,173.4 1,012.1 1,813.4 1,626.9
Intersegment transfers        
Segment Reporting Information [Line Items]        
Net sales (1,456.6) (1,495.0) (2,705.5) (2,796.9)
Administrative        
Segment Reporting Information [Line Items]        
Net sales 0.9 1.2 2.3 2.0
Administrative and Eliminations        
Segment Reporting Information [Line Items]        
Net sales (1,455.7) (1,493.8) (2,703.2) (2,794.9)
Interest expense (110.8) (111.7) (213.8) (221.0)
Administrative expenses and other (128.8) (108.5) (270.1) (223.8)
Income before income taxes (239.6) (220.2) (483.9) (444.8)
Paint Stores Group        
Segment Reporting Information [Line Items]        
Net sales 3,619.9 3,498.7 6,492.9 6,357.8
Paint Stores Group | Operating Segments        
Segment Reporting Information [Line Items]        
Net sales 3,619.9 3,498.7 6,492.9 6,357.8
Segment profit 907.1 849.3 1,400.3 1,376.0
Income before income taxes 907.1 849.3 1,400.3 1,376.0
Consumer Brands Group        
Segment Reporting Information [Line Items]        
Net sales 844.3 945.8 1,655.3 1,818.5
Consumer Brands Group | Intersegment transfers        
Segment Reporting Information [Line Items]        
Net sales 1,449.9 1,433.7 2,661.7 2,687.1
Consumer Brands Group | Operating Segments        
Segment Reporting Information [Line Items]        
Net sales 2,294.2 2,379.5 4,317.0 4,505.6
Segment profit 204.4 110.3 357.8 204.1
Income before income taxes 204.4 110.3 357.8 204.1
Performance Coatings Group        
Segment Reporting Information [Line Items]        
Net sales 1,806.4 1,794.9 3,488.3 3,504.7
Performance Coatings Group | Intersegment transfers        
Segment Reporting Information [Line Items]        
Net sales 6.7 61.3 43.8 109.8
Performance Coatings Group | Operating Segments        
Segment Reporting Information [Line Items]        
Net sales 1,813.1 1,856.2 3,532.1 3,614.5
Segment profit 301.5 272.7 539.2 491.6
Income before income taxes $ 301.5 $ 272.7 $ 539.2 $ 491.6

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