10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the Period Ended September 30, 2017

or

o 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)

OHIO	34-0526850
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
101 West Prospect Avenue, Cleveland, Ohio	44115-1075
(Address of principal executive offices)	(Zip Code)

(216) 566-2000

(Registrant’s telephone number including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o

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. (Check one:)

Large accelerated filer	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o
Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $1.00 Par Value – 93,513,916 shares as of September 30, 2017.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5. Other Information	36
Item 6. Exhibits	37
SIGNATURES	38
EX-4.1
EX-4.2
EX-4.3
EX-4.4
EX-10.1
EX-10.2
EX-31(a)
EX-31(b)
EX-32(a)
EX-32(b)
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABEL LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

Thousands of dollars, except per share data

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net sales	$	4,507,020		$	3,279,462		$	11,004,224		$	9,073,011
Cost of goods sold	2,604,878			1,643,037			6,021,752			4,538,840
Gross profit	1,902,142			1,636,425			4,982,472			4,534,171
Percent to net sales	42.2		%	49.9		%	45.3		%	50.0		%
Selling, general and administrative expenses	1,306,121			1,050,081			3,461,788			3,095,250
Percent to net sales	29.0		%	32.0		%	31.5		%	34.1		%
Other general expense - net	4,109			813			6,160			21,100
Amortization	83,711			8,183			118,799			19,549
Interest expense	91,593			44,100			174,017			110,710
Interest and net investment income	(2,448		)	(1,647		)	(6,819		)	(3,086		)
Other income - net	(8,666		)	(725		)	(14,803		)	(551		)
Income from continuing operations before income taxes	427,722			535,620			1,243,330			1,291,199
Income taxes	111,116			148,887			326,921			361,526
Net income from continuing operations	316,606			386,733			916,409			929,673
Loss from discontinued operations (see Note 3)
Income taxes							41,540
Net loss from discontinued operations	—			—			(41,540		)	—
Net income	$	316,606		$	386,733		$	874,869		$	929,673
Basic net income per common share
Continuing operations	$	3.40		$	4.20		$	9.88		$	10.13
Discontinued operations	—						(.45		)
Net income per common share	$	3.40		$	4.20		$	9.43		$	10.13
Diluted net income per common share
Continuing operations	$	3.33		$	4.08		$	9.67		$	9.85
Discontinued operations	—						(.44		)
Net income per common share	$	3.33		$	4.08		$	9.23		$	9.85
Average shares outstanding - basic	92,988,118			91,992,854			92,793,275			91,752,482
Average shares and equivalents outstanding - diluted	95,207,884			94,771,807			94,817,669			94,421,190
Comprehensive income	$	383,541		$	390,601		$	962,919		$	858,547

See notes to condensed consolidated financial statements.

2

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Thousands of dollars

	September 30, 2017			December 31, 2016			September 30, 2016
Assets
Current assets:
Cash and cash equivalents	$	207,937		$	889,793		$	702,569
Accounts receivable, less allowance	2,426,222			1,230,987			1,458,073
Inventories:
Finished goods	1,333,798			898,627			947,059
Work in process and raw materials	370,415			169,699			165,453
	1,704,213			1,068,326			1,112,512
Deferred income taxes				57,162			148,550
Other current assets	345,532			381,030			286,527
Total current assets	4,683,904			3,627,298			3,708,231
Goodwill	6,915,028			1,126,892			1,144,738
Intangible assets	6,471,527			255,010			255,159
Deferred pension assets	224,330			225,529			246,051
Other assets	589,319			421,904			479,670
Property, plant and equipment:
Land	252,832			115,555			118,170
Buildings	992,862			714,815			709,640
Machinery and equipment	2,642,019			2,153,437			2,118,049
Construction in progress	149,927			117,126			111,252
	4,037,640			3,100,933			3,057,111
Less allowances for depreciation	2,142,091			2,005,045			1,973,189
	1,895,549			1,095,888			1,083,922
Total Assets	$	20,779,657		$	6,752,521		$	6,917,771
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term borrowings	$	164,133		$	40,739		$	50,325
Accounts payable	1,832,434			1,034,608			1,224,358
Compensation and taxes withheld	500,977			398,045			379,887
Accrued taxes	280,854			76,765			145,167
Current portion of long-term debt	701,419			700,475			1,679
Other accruals	891,844			578,547			714,391
Total current liabilities	4,371,661			2,829,179			2,515,807
Long-term debt	10,083,828			1,211,326			1,909,713
Postretirement benefits other than pensions	262,543			250,397			253,457
Deferred income taxes	2,611,065			73,833			132,327
Other long-term liabilities	709,571			509,345			508,684
Shareholders’ equity:
Common stock—$1.00 par value:
93,513,916, 93,013,031 and 92,907,741 shares outstanding
at September 30, 2017, December 31, 2016 and September 30, 2016, respectively	117,189			116,563			116,457
Other capital	2,654,176			2,488,564			2,451,196
Retained earnings	4,685,313			4,049,497			3,924,686
Treasury stock, at cost	(4,263,388		)	(4,235,832		)	(4,236,335		)
Cumulative other comprehensive loss	(452,301		)	(540,351		)	(658,221		)
Total shareholders' equity	2,740,989			1,878,441			1,597,783
Total Liabilities and Shareholders’ Equity	$	20,779,657		$	6,752,521		$	6,917,771

See notes to condensed consolidated financial statements.

3

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

Thousands of dollars

	Nine Months Ended
	September 30, 2017			September 30, 2016
OPERATING ACTIVITIES
Net income	$	874,869		$	929,673
Adjustments to reconcile net income to net operating cash:
Loss from discontinued operations	41,540
Depreciation	162,214			128,313
Amortization of intangible assets	118,799			19,549
Amortization of inventory step-up	114,025
Stock-based compensation expense	59,146			48,115
Amortization of credit facility and debt issuance costs	5,969			44,823
Provisions for qualified exit costs	32,416			1,541
Provisions for environmental-related matters	5,812			21,219
Defined benefit pension plans net cost	15,246			12,550
Net change in postretirement liability	(7,422		)	961
Other	93			8,448
Change in working capital accounts - net	(163,513		)	(241,619		)
Costs incurred for environmental-related matters	(8,254		)	(8,825		)
Costs incurred for qualified exit costs	(26,925		)	(5,074		)
Other	34,817			6,860
Net operating cash	1,258,832			966,534
INVESTING ACTIVITIES
Capital expenditures	(143,406		)	(173,101		)
Acquisitions of businesses, net of cash acquired and divestiture (see Note 3)	(8,810,314		)
Proceeds from sale of assets	39,528			5,545
Decrease (increase) in other investments	3,499			(69,143		)
Net investing cash	(8,910,693		)	(236,699		)
FINANCING ACTIVITIES
Net (decrease) increase in short-term borrowings	(113,942		)	6,547
Proceeds from long-term debt	8,269,930			500
Payments of long-term debt	(951,253		)	(1,150		)
Payments for credit facility and debt issuance costs	(49,022		)	(61,433		)
Payments of cash dividends	(239,016		)	(233,863		)
Proceeds from stock options exercised	93,791			66,337
Other	(20,434		)	(12,644		)
Net financing cash	6,990,054			(235,706		)
Effect of exchange rate changes on cash	(20,049		)	2,696
Net (decrease) increase in cash and cash equivalents	(681,856		)	496,825
Cash and cash equivalents at beginning of year	889,793			205,744
Cash and cash equivalents at end of period	$	207,937		$	702,569
Income taxes paid	$	403,495		$	314,663
Interest paid	88,776			115,370

See notes to condensed consolidated financial statements.

4

THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Periods ended September 30, 2017 and 2016

NOTE 1—BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (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 U.S. 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.

There have been no significant changes in critical accounting policies since December 31, 2016. Accounting estimates were revised as necessary during the first nine months of 2017 based on new information and changes in facts and circumstances. Certain amounts in the 2016 condensed consolidated financial statements have been reclassified to conform to the 2017 presentation. See Note 14 for information on the changes in the Company's reportable segments.

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. The final year-end valuation of inventory is based on a cycle count program or an annual physical inventory count performed during the third and fourth quarters. For further information on inventory valuations and other matters, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2016.

The consolidated results for the three and nine months endedSeptember 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.

NOTE 2—IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2017, the Company adopted the Accounting Standard Update (ASU) No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which eliminates the requirement for separate presentation of current and non-current portions of deferred tax. Subsequent to adoption, all deferred tax assets and deferred tax liabilities are presented as non-current on the balance sheet. The changes have been applied prospectively as permitted by the ASU and prior years have not been restated. The adoption of this ASU does not have a material effect on the Company's results of operations, financial condition or liquidity.

In March 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs." The standard requires the service component of pension and other postretirement benefit expense to be presented in the same income statement lines as other employee compensation costs, however, the other components will be presented outside of operating income. In addition, only the service cost component will be eligible for capitalization in assets. The standard is effective starting in 2018, with early adoption permitted. Retrospective application is required for the guidance on the income statement presentation. Prospective application is required for the guidance on the cost capitalization in assets. The Company is in the process of evaluating the impact of the standard.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” This standard simplifies the accounting for goodwill impairment by eliminating the Step 2 requirement to calculate the implied fair value of goodwill. Instead, if a reporting unit's carrying amount exceeds its fair value, an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard will be applied prospectively and is effective for impairment tests performed after December 15, 2019, with early adoption permitted. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which consists of a comprehensive lease accounting standard. Under the new standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight line basis (operating leases) or based on an effective interest method (financing leases). The new standard is effective for interim and annual periods starting in 2019. A modified retrospective transition approach is required with certain practical

5

expedients available.  The Company has made significant progress with its assessment process, and anticipates this standard will have a material impact on its consolidated balance sheet. While the Company continues to assess all potential impacts of the standard, it currently believes the most significant impact relates to recording lease assets and related liabilities on the balance sheet for its retail operations in The Americas Group.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance for certain aspects of recognition, measurement and disclosure of financial instruments. The standard is effective for interim and annual periods starting in 2018, and early adoption is not permitted. Although the Company continues to assess the potential impacts of the standard, it currently believes that the main impact will be that changes in fair value of marketable securities currently classified as available-for-sale will be recognized in earnings rather than in other comprehensive income. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which consists of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company expects to adopt the standard using the modified retrospective method. The Company is nearing completion of its determination of the expanded disclosures regarding revenue, as well as potential impacts on timing of recognition in some arrangements with variable consideration or contracts for the sale of goods or services. In addition, the Company has made progress with developing plans for enhancements to its information systems and internal controls in response to the new rule requirements.

NOTE 3—ACQUISITIONS

On June 1, 2017, the Company completed the acquisition of Valspar at $113 per share in an all cash transaction for a total purchase price of $8.9 billion, net of divestiture proceeds of $431.0 million. As previously disclosed, on April 11, 2017, the Company and Valspar entered into a definitive agreement with Axalta Coating Systems Ltd. to divest the assets related to Valspar's North American industrial wood coatings business. The divestiture was also completed on June 1, 2017, and is reported as a discontinued operation with no pre-tax gain or loss but includes the tax expense effect of this separate transaction. Proceeds of $431.0 million were received for the divested assets sold. The divestiture resulted in a tax provision of $41.5 million, which reduced basic and diluted net income per common share for the nine months ended September 30, 2017 by $.45 and $.44, respectively. The Valspar acquisition expands the Company's diversified array of brands and technologies, expands its global platform and adds new capabilities in its packaging and coil businesses.

The preliminary allocation of the fair value of the Valspar acquisition is summarized in the table below. Allocations are based on the acquisition method of accounting and in-process third-party valuation appraisals. The allocation of the fair value will be finalized within the allowable measurement period.

(Millions of dollars)
Cash	$	129.1
Accounts receivable	817.5
Inventories	688.9
Indefinite-lived trademarks	1,284.7
Finite-lived intangible assets	5,034.7
Goodwill	5,753.4
Property, plant and equipment	813.5
All other assets	254.8
Accounts payable	(553.2		)
Long-term debt	(1,603.5		)
Deferred taxes	(2,599.8		)
All other liabilities	(1,080.7		)
Total	$	8,939.4
Total, net of cash	$	8,810.3

Finite-lived intangible assets include customer relationships of $3.0 billion and intellectual property and technology of $2.0 billion, which are being amortized over weighted average amortization periods ranging from 15 to 20 years. Based on the

6

preliminary purchase accounting, goodwill of $3.0 billion, $1.7 billion and $1.0 billion was recorded in Performance Coatings, Consumer Brands and The Americas Groups, respectively, and relates primarily to expected synergies.

The Company's Net sales and Income from continuing operations for the three and nine months ended September 30, 2017 include sales of $1.075 billion and $1.456 billion, respectively, and a profit before tax of $66.8 million and $80.9 million related to the Valspar acquisition. Net income from continuing operations for the three and nine months endedSeptember 30, 2017 includes approximately $78.0 million and $100.9 million of intangibles amortization expense, respectively, and $78.6 million and $114.8 million of inventory step-up amortization included in cost of sales, respectively. During the nine months ended September 30, 2017 and 2016, the Company incurred transaction and integration related SG&A expense of $59.7 million and $49.2 million, respectively, and interest expense of $112.2 million and $49.9 million, respectively, related to the acquisition of Valspar.

The following pro forma information presents consolidated financial information as if Valspar had been acquired at the beginning of 2016. Pro forma adjustments have been made to exclude Valspar's North American industrial wood coatings business results and certain transaction and integration costs from all periods presented. Interest expense has been adjusted as though total debt outstanding at June 1, 2017 had been outstanding at January 1, 2016. Each quarter presented includes intangible amortization expense of approximately $78.0 million resulting from the preliminary purchase accounting. The full $114.8 million of inventory step-up amortization resulting from the preliminary purchase accounting asset step-up has been included in the first quarter of 2016 to reflect the pro forma transaction date of January 1, 2016, and thus the inventory step-up amortization of $78.6 million and $114.8 million recorded in the three and nine months endedSeptember 30, 2017, respectively, has been excluded. The unaudited pro forma consolidated financial information does not necessarily reflect the actual results that would have occurred had the acquisition taken place on January 1, 2016, nor is it meant to be indicative of future results of operations of the combined companies under the ownership and operation of the Company.

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Net sales	$	4,507,020	$	4,309,284	$	12,655,349	$	12,103,829
Net income from continuing operations	395,497		378,217		969,554		823,344
Net income per common share from continuing operations:
Basic	$	4.25	$	4.11	$	10.45	$	8.97
Diluted	$	4.15	$	3.99	$	10.23	$	8.72

NOTE 4—DIVIDENDS

Dividends paid on common stock for each of the first three quarters of 2017 and 2016 were $.85 per common share and $.84 per common share, respectively.

7

NOTE 5—CHANGES IN CUMULATIVE OTHER COMPREHENSIVE LOSS

The following tables summarize the changes in Cumulative other comprehensive loss for the nine months ended September 30, 2017 and 2016:

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net Gains on Available-for-Sale Securities			Unrealized Net Gains (Losses) on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2016	$	(501,277	)	$	(125,096	)	$	1,015		$	85,007		$	(540,351	)
Amounts recognized in Other comprehensive loss (1)	119,274						1,513			(30,754		)	90,033
Amounts reclassified from Other comprehensive loss (2)				794			(844		)	(1,933		)	(1,983		)
Net change	119,274			794			669			(32,687		)	88,050
Balance at September 30, 2017	$	(382,003	)	$	(124,302	)	$	1,684		$	52,320		$	(452,301	)

⁽¹⁾ Net of taxes of $(931) for unrealized net gains on available-for-sale securities and $18,895 for unrealized net losses on cash flow hedges.

⁽²⁾ Net of taxes of $(299) for pension and other postretirement benefit adjustments, $518 for realized gains on the sale of available-for-sale securities and $1,188 for realized gains on cash flow hedges.

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net (Losses) Gains on Available-for-Sale Securities			Unrealized Net Losses on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2015	$	(482,629	)	$	(104,346	)	$	(120	)				$	(587,095	)
Amounts recognized in Other comprehensive loss (3)	24,702						822			$	(97,223	)	(71,699		)
Amounts reclassified from Other comprehensive loss (4)				474			99						573
Net change	24,702			474			921			(97,223		)	(71,126		)
Balance at September 30, 2016	$	(457,927	)	$	(103,872	)	$	801		$	(97,223	)	$	(658,221	)

⁽³⁾ Net of taxes of $(509) for unrealized net gains on available-for-sale securities and $60,093 for unrealized net losses on cash flow hedges.

⁽⁴⁾ Net of taxes of $10 for pension and other postretirement benefit adjustments and $(61) for realized losses on the sale of available-for-sale securities.

NOTE 6—PRODUCT WARRANTIES

Changes in the Company’s accrual for product warranty claims during the first nine months of 2017 and 2016, including customer satisfaction settlements, were as follows:

8

(Thousands of dollars)
	2017			2016
Balance at January 1	$	34,419		$	31,878
Charges to expense	27,802			25,391
Settlements	(41,408		)	(25,330		)
Acquisition	107,321
Balance at September 30	$	128,134		$	31,939

Warranty accruals of $107.3 million were acquired in connection with the Valspar acquisition. This amount includes warranties for certain products under extended furniture protection plans. In the U.S., revenue related to furniture protection plans is deferred and recognized over the contract life.

For further details on the Company’s accrual for product warranty claims, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

NOTE 7—EXIT OR DISPOSAL ACTIVITIES

Liabilities associated with exit or disposal activities are recognized as incurred in accordance with the Exit or Disposal Cost Obligations Topic of the ASC. Qualified exit costs primarily include post-closure rent expenses, incremental post-closure costs and costs of employee terminations. Adjustments may be made to liabilities accrued for qualified exit costs if information becomes available upon which more accurate amounts can be reasonably estimated. Concurrently, property, plant and equipment is tested for impairment in accordance with the Property, Plant and Equipment Topic of the ASC, and if impairment exists, the carrying value of the related assets is reduced to estimated fair value. Additional impairment may be recorded for subsequent revisions in estimated fair value.

In the nine months ended September 30, 2017, five stores in The Americas Group and two branches in the Performance Coatings Group were closed due to lower demand or redundancy. Accruals for exit or disposal activities of $4.5 million were acquired in connection with the Valspar acquisition. The Company is currently evaluating all legacy operations in response to the Valspar acquisition in order to optimize restructured operations. These acquisition-related restructuring charges to date are recorded in the Administrative segment as presented in the table below in 2017.

The following table summarizes the activity and remaining liabilities associated with qualified exit costs at September 30, 2017:

(Thousands of dollars)
Exit Plan	Balance at December 31, 2016		Acquired Balances		Provisions in Cost of Goods Sold or SG&A		Actual Expenditures Charged to Accrual			Balance at September 30, 2017
Administrative segment acquisition-related restructuring in 2017:
Severance and related costs			$	3,303	$	25,397	$	(20,784	)	$	7,916
Other qualified exit costs			1,153		3,941		(980		)	4,114
Consumer Brands Group facilities shutdown in 2016:
Severance and related costs	$	907			2,934		(3,756		)	85
Performance Coatings Group stores shutdown in 2016:
Severance and related costs	136						(136		)
Other qualified exit costs	269				97		(211		)	155
The Americas Group stores shutdown in 2015:
Other qualified exit costs	195				22		(217		)
Performance Coatings Group stores shutdown in 2015:
Other qualified exit costs	433				25		(448		)	10
Severance and other qualified exit costs for facilities shutdown prior to 2015	1,908						(393		)	1,515
Totals	$	3,848	$	4,456	$	32,416	$	(26,925	)	$	13,795

For further details on the Company’s exit or disposal activities, see Note 5 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

9

NOTE 8—HEALTH CARE, PENSION AND OTHER BENEFITS

Shown below are the components of the Company’s net periodic benefit cost (credit) for domestic defined benefit pension plans, foreign defined benefit pension plans and postretirement benefits other than pensions:

(Thousands of dollars)	Domestic Defined Benefit Pension Plans						Foreign Defined Benefit Pension Plans						Postretirement Benefits Other than Pensions
	2017			2016			2017			2016			2017			2016
Three Months Ended September 30:
Net periodic benefit cost:
Service cost	$	5,356		$	5,741		$	2,052		$	955		$	524		$	562
Interest cost	8,734			6,587			2,240			1,788			2,755			2,752
Expected return on assets	(13,351		)	(12,514		)	(2,488		)	(1,581		)
Amortization of:
Prior service cost (credit)	341			302									(1,645		)	(1,645		)
Actuarial loss	1,334			1,094			474			230			8
Net periodic benefit cost	$	2,414		$	1,210		$	2,278		$	1,392		$	1,642		$	1,669
Nine Months Ended September 30:
Net periodic benefit cost (credit):
Service cost	$	16,128		$	16,719		$	6,257		$	3,494		$	1,538		$	1,684
Interest cost	22,335			19,873			5,742			5,949			7,991			8,257
Expected return on assets	(34,959		)	(37,648		)	(6,260		)	(5,273		)
Amortization of:
Prior service cost (credit)	1,022			904									(4,935		)	(4,935		)
Actuarial loss	4,657			3,399			324			1,095			24
Settlement (gain) loss										4,038			(9,332		)
Net periodic benefit cost (credit)	$	9,183		$	3,247		$	6,063		$	9,303		$	(4,714	)	$	5,006

The Company acquired new benefit plans in each category above as a result of the Valspar acquisition. The costs (credits) for these plans subsequent to the acquisition date are included in the tables above and are not significant.

The settlement gain recognized in the nine months ended September 30, 2017 relates to the termination of a life insurance benefit plan during the second quarter. The settlement loss recognized in the nine months ended September 30, 2016 relates to the wind up of an acquired Canada plan. For further details on the Company’s health care, pension and other benefits, see Note 6 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

NOTE 9—OTHER LONG-TERM LIABILITIES

The Company initially provides for estimated costs of environmental-related activities relating to its past operations and third party sites for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. These estimated costs are determined based on currently available facts regarding each site. If the best estimate of 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. At September 30, 2017, the unaccrued maximum of the estimated range of possible outcomes is $84.8 million higher than the minimum.

The Company continuously assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. Actual costs incurred may vary from these 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.

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Included in Other long-term liabilities at September 30, 2017 and 2016 were accruals for extended environmental-related activities of $162.9 million and $143.9 million, respectively. Estimated costs of current investigation and remediation activities of $32.6 million and $22.5 million are included in Other accruals at September 30, 2017 and 2016, respectively. Other accruals in the second quarter of 2017 increased $12.6 milliondue toenvironmental-related liabilities the Company assumed as a part of the preliminary opening balance sheet of Valspar and is subject to measurement period adjustments.

Three of the Company’s currently and formerly owned manufacturing sites account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at September 30, 2017. At September 30, 2017, $151.3 million, or 77.4 percent of the total accrual, related directly to these three sites. In the aggregate unaccrued maximum of $84.8 million at September 30, 2017, $70.8 million, or 83.5 percent, related to the three manufacturing sites. 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.

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. 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. 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 period 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 indefinite amount of time to conduct investigation activities at any site, the indefinite amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indefinite amount of time necessary to conduct remediation activities.

For further details on the Company’s Other long-term liabilities, see Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

NOTE 10 – 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 and 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 seek 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

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surfaces previously painted with lead-based paint. The Company believes that the litigation brought to date is without merit or subject to meritorious defenses and is vigorously defending such litigation. The Company has not settled any material lead pigment or lead-based paint litigation. The Company expects that additional lead pigment and lead-based paint litigation may be filed against the Company in the future asserting similar or different legal theories and seeking similar or different types of damages and relief.

Notwithstanding the Company’s views on the merits, litigation is inherently subject to many uncertainties, and the Company ultimately may not prevail. Adverse court rulings or determinations of liability, among other factors, could affect the 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. The Company has not accrued any amounts for such litigation. With respect to such litigation, including the public nuisance litigation, the Company does not believe that it is probable that a loss has occurred, and it is not possible to estimate the range of potential losses as there is no prior history of a loss of this nature and there is no substantive information upon which an estimate could be based. In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated. In the event any significant liability is determined to be attributable to the Company relating to such litigation, the recording of the liability may result in a material impact on net income for the annual or interim period during which such liability is accrued. Additionally, 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, liquidity or financial condition cannot be made due to the aforementioned uncertainties.

Public nuisance claim litigation. The Company and other companies are or 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 and the County of Santa Clara, California and other public entities in the State of California. Except for the Santa Clara County, California proceeding, all of these legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings.

The proceedings initiated by the State of Rhode Island included two jury trials. At the conclusion of the second trial, the jury returned a verdict finding that (i) the cumulative presence of lead pigment in paints and coatings on buildings in the State of Rhode Island constitutes a public nuisance, (ii) the Company, along with two other defendants, caused or substantially contributed to the creation of the public nuisance and (iii) the Company and two other defendants should be ordered to abate the public nuisance. The Company and two other defendants appealed and, on July 1, 2008, the Rhode Island Supreme Court, among other determinations, reversed the judgment of abatement with respect to the Company and two other defendants. The Rhode Island Supreme Court’s decision reversed the public nuisance liability judgment against the Company on the basis that the complaint failed to state a public nuisance claim as a matter of law.

The Santa Clara County, California proceeding was initiated in March 2000 in the Superior Court of the State of California, County of Santa Clara. In the original complaint, the plaintiffs asserted various claims including fraud and concealment, strict product liability/failure to warn, strict product liability/design defect, negligence, negligent breach of a special duty, public nuisance, private nuisance, and violations of California’s Business and Professions Code. A number of the asserted claims were resolved in favor of the defendants through pre-trial proceedings. The named plaintiffs in the Fourth Amended Complaint, filed on March 16, 2011, are the Counties of Santa Clara, Alameda, Los Angeles, Monterey, San Mateo, Solano and Ventura, the Cities of Oakland and San Diego and the City and County of San Francisco. The Fourth Amended Complaint asserted a sole claim for public nuisance, alleging that the presence of lead pigments for use in paint and coatings in, on and around residences in the plaintiffs’ jurisdictions constitutes a public nuisance. The plaintiffs sought the abatement of the alleged public nuisance that exists within the plaintiffs’ jurisdictions. A trial commenced on July 15, 2013 and ended on August 22, 2013. The court entered final judgment on January 27, 2014, finding in favor of the plaintiffs and against the Company and two other defendants (ConAgra Grocery Products Company and NL Industries, Inc.). The final judgment held the Company jointly and severally liable with the other two defendants to pay $1.15 billion into a fund to abate the public nuisance. The Company strongly disagrees with the judgment. On February 18, 2014, the Company filed a motion for new trial and a motion to vacate

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the judgment. The court denied these motions on March 24, 2014. On March 28, 2014, the Company filed a notice of appeal to the Sixth District Court of Appeal for the State of California. The filing of the notice of appeal effects an automatic stay of the judgment without the requirement to post a bond. Oral argument before the Sixth District Court of Appeal was held on August 24, 2017. The Company is awaiting the Sixth District Court of Appeal's decision, which is expected to be issued within 90 days of oral argument. The Company believes that the judgment conflicts with established principles of law and is unsupported by the evidence. The Company has had a favorable history with respect to lead pigment and lead-based paint litigation, particularly other public nuisance litigation, and accordingly, the Company believes that it is not probable that a loss has occurred and it is not possible to estimate the range of potential loss with respect to the case.

Litigation seeking damages from alleged personal injury. The Company and other companies are defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. These proceedings include claims by children allegedly injured from ingestion of lead pigment or lead-containing paint and claims for damages allegedly incurred by the children’s parents or guardians. These proceedings generally seek compensatory and punitive damages, and seek other relief including medical monitoring costs. These proceedings include purported claims by individuals, groups of individuals and class actions.

The plaintiff in Thomas v. Lead Industries Association, et al., initiated an action in state court against the Company, other alleged former lead pigment manufacturers and the Lead Industries Association in September 1999. The claims against the Company and the other defendants included strict liability, negligence, negligent misrepresentation and omissions, fraudulent misrepresentation and omissions, concert of action, civil conspiracy and enterprise liability. Implicit within these claims is the theory of “risk contribution” liability (Wisconsin’s 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. The case ultimately proceeded to trial and, on November 5, 2007, the jury returned a defense verdict, finding that the plaintiff had ingested white lead carbonate, but was not brain damaged or injured as a result. The plaintiff appealed and, on December 16, 2010, the Wisconsin Court of Appeals affirmed the final judgment in favor of the Company and other defendants.

Wisconsin is the only jurisdiction to date to apply a theory of liability with respect to alleged personal injury (i.e., risk contribution/market share liability) that does not require the plaintiff to identify the manufacturer of the product that allegedly injured the plaintiff in the lead pigment and lead-based paint litigation. Although the risk contribution liability theory was applied during the Thomas trial, the constitutionality of this theory as applied to the lead pigment cases has not been judicially determined by the Wisconsin state courts. However, in an unrelated action filed in the United States District Court for the Eastern District of Wisconsin, Gibson v. American Cyanamid, et al., on November 15, 2010, the District Court held that Wisconsin’s risk contribution theory as applied in that case violated the defendants’ right to substantive due process and is unconstitutionally retroactive. The District Court's decision in Gibson v. American Cyanamid, et al., was appealed by the plaintiff to the United States Court of Appeals for the Seventh Circuit. On July 24, 2014, the United States Court of Appeals for the Seventh Circuit reversed the judgment and remanded the case back to the District Court for further proceedings. On January 16, 2015, the defendants filed a petition for certiorari in the United States Supreme Court seeking that Court's review of the Seventh Circuit's decision, and on May 18, 2015, the United States Supreme Court denied the defendants' petition. The case is currently pending in the District Court. Three cases also currently pending in the United States District Court for the Eastern District of Wisconsin (Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al., and Glenn Burton, Jr. v. American Cyanamid, et al.) are being prepared for dispositive motions, and if necessary, trial, although no trial dates have been set by the District Court. In Maniya Allen, et al. v. American Cyanamid, et al., also pending in the United States District Court for the Eastern District of Wisconsin, cases involving eight of the 167 plaintiffs have been selected for discovery, although no trial dates have been set by the District Court.

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

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Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.

NOTE 11—OTHER

Other general expense - net

Included in Other general expense - net were the following:

(Thousands of dollars)	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016
Provisions for environmental matters - net	$	4,183		$	683	$	5,812	$	21,219
(Gain) loss on sale or disposition of assets	(74		)	130		348		(119		)
Total	$	4,109		$	813	$	6,160	$	21,100

Provisions for environmental matters - net represent site-specific 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. Environmental-related accruals are not recorded net of insurance proceeds in accordance with the Offsetting Subtopic of the Balance Sheet Topic of the ASC. See Note 9 for further details on the Company’s environmental-related activities.

The (gain) loss on sale or disposition of assets represents net realized (gains) losses associated with the sale or disposal of fixed assets previously used in the conduct of the primary business of the Company.

Other income - net

Included in Other income - net were the following:

(Thousands of dollars)	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Dividend and royalty income	$	(3,064	)	$	(1,346	)	$	(6,106	)	$	(3,511	)
Net expense from banking activities	2,196			2,161			7,181			6,532
Foreign currency transaction related losses (gains)	571			3,779			(2,039		)	7,288
Other income	(12,167		)	(7,920		)	(23,064		)	(18,250		)
Other expense	3,798			2,601			9,225			7,390
Total	$	(8,666	)	$	(725	)	$	(14,803	)	$	(551	)

Foreign currency transaction related losses (gains) represent net realized losses (gains) on U.S. dollar-denominated liabilities of foreign subsidiaries and net realized and unrealized losses (gains) from foreign currency option and forward contracts. There were no material foreign currency option and forward contracts outstanding at September 30, 2017 and 2016.

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

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NOTE 12—INCOME TAXES

The effective tax rate for income from continuing operations was 26.0 percent and 26.3 percent for the third quarter and first nine months of 2017, respectively, compared to 27.8 percent and 28.0 percent for the third quarter and first nine months of 2016, respectively. The Company recorded an income tax provision of $41.5 million in the second quarter of 2017 related to the divestiture of Valspar's North American industrial wood coatings business, which is reported as a discontinued operation. See Note 3.Excluding the impact of share-based payments, the effective tax rate was 27.8 percent and 31.0 percent for the third quarter and first nine months of 2017, respectively, compared to 29.9 percent and 31.2 percent for the third quarterandfirst nine months of 2016, respectively.

As of September 30, 2017, the Company's deferred income tax liability related to the preliminary purchase price accounting for Valspar was approximately $2.6 billion. This amount is preliminary and is subject to measurement period adjustments. Included in this amount are third quarter measurement period adjustments for $30.5 million valuation allowance related to foreign tax credits and $48.0 million of estimated tax payable on retained earnings of certain foreign subsidiaries expected to be repatriated by the Company.

At December 31, 2016, the Company had $32.8 million in unrecognized tax benefits, the recognition of which would have an effect of $27.7 million on the effective tax rate. Included in the balance of unrecognized tax benefits at December 31, 2016 was $2.6 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits comprised primarily of items related to federal audits of partnership investments and expiring statutes in federal, foreign and state jurisdictions. In the second quarter of 2017, the Company acquired $19.9 million of unrecognized tax benefits as a part of the preliminary opening balance sheet of Valspar and is subject to measurement period adjustments. During the third quarter of 2017, the Company recorded an additional $4.6 million of unrecognized tax benefits on the opening balance sheet of Valspar and is subject to measurement period adjustments.

The Company classifies all income tax related interest and penalties as income tax expense. At December 31, 2016, the Company had accrued $9.3 million for the potential payment of income tax interest and penalties.

There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2016 during the first nine months of 2017 with the exception of the unrecognized tax benefits recorded as a part of the acquisition of Valspar.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The IRS is currently auditing refund claims that the Company filed for the 2010, 2011 and 2012 tax years and the 2014 and 2015 tax years of a Valspar subsidiary. During the second quarter of 2017, the IRS informed the Company that it will commence an audit of the 2014 and 2015 tax years by the end of 2017. As of September 30, 2017, the federal statute of limitations has not expired for the 2013, 2014 and 2015 tax years.

As of September 30, 2017, the Company is subject to non-U.S. income tax examinations for the tax years of 2010 through 2016. In addition, the Company is subject to state and local income tax examinations for the tax years 2005 through 2016.

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NOTE 13—NET INCOME PER COMMON SHARE

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

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
Basic
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Basic net income per common share
Continuing operations	$	3.40	$	4.20	$	9.88		$	10.13
Discontinued operations (2)	—		—		(0.45		)	—
Net income per common share	$	3.40	$	4.20	$	9.43		$	10.13
Diluted
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Stock options and other contingently issuable shares (1)	2,106,912		2,218,617		1,942,845			2,109,359
Non-vested restricted stock grants	112,854		560,336		81,549			559,349
Average common shares outstanding assuming dilution	95,207,884		94,771,807		94,817,669			94,421,190
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Diluted net income per common share
Continuing operations	$	3.33	$	4.08	$	9.67		$	9.85
Discontinued operations (2)	—		—		(0.44		)	—
Net income per common share	$	3.33	$	4.08	$	9.23		$	9.85

⁽¹⁾  Stock options and other contingently issuable shares excludes 26,859 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2017.Stock options and other contingently issuable shares excludes 32,633 and 63,310 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2016, respectively.

⁽²⁾  Relates to the divestiture of Valspar's North American industrial wood coatings business. See Note 3.

NOTE 14—REPORTABLE SEGMENT INFORMATION

The Company reports segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources in accordance with the Segment Disclosures Topic of the ASC. Upon completion of the Valspar acquisition in the second quarter of 2017 (see Note 3), the Company made important changes to its organizational and reporting structure that resulted in establishing three new reportable segments. The Americas Group reportable segment includes the Company's previous Paint Stores Group and Latin America Coatings Group, along with a specialty retail business of Valspar. The Americas Group operates stores in the United States, Canada, Latin America, and the Caribbean islands servicing the needs of architectural and industrial painting contractors and do-it-yourself homeowners. The Americas Group sells a variety of architectural paints, coatings and related products through dedicated dealers, home centers, distributors, hardware stores and other retailers throughout Latin America. The Consumer Brands Group reportable segment includes the Company's previous Consumer Group along with Valspar's previous Consumer Paints segment, excluding Valspar's automotive refinishes products business. The Consumer Brands Group supplies a broad portfolio of branded and private-label architectural paints, stains, varnishes, industrial products, wood finishes products, wood preservatives, applicators, corrosion inhibitors, aerosols, caulks and adhesives to retailers and distributors throughout North America, as well as in

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Australia, China and Europe. The Consumer Brands Group also supports the Company's other businesses around the world with new product research and development, manufacturing, distribution and logistics. The Performance Coatings Group reportable segment includes the Company's previous Global Finishes Group and Valspar's previous Coatings Group segment. The Performance Coatings Group also includes Valspar's automotive refinishes products business, which was previously reported under Valspar's Consumer Paints segment. Valspar’s North American industrial wood coatings business, which was previously reported under the Valspar's Coatings Group segment, was divested. The Performance Coatings Group develops and sells industrial coatings for wood finishing and general industrial (metal and plastic) applications, automotive refinish, protective and marine coatings, coil coatings, packaging coatings and performance-based resins and colorants worldwide. In addition, a specialty coatings business previously in the Company's Consumer Group is now included in the Performance Coatings Group. Prior period segment reporting has been adjusted to reflect the updated reportable segments.

(Thousands of dollars)	Three Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,539,256	$	723,341	$	1,242,336	$	2,087		$	4,507,020
Intersegment transfers	1,184		860,181		4,709		(866,074		)
Total net sales and intersegment transfers	$	2,540,440	$	1,583,522	$	1,247,045	$	(863,987	)	$	4,507,020
Segment profit	$	525,577	$	70,427	$	59,615				$	655,619
Interest expense							$	(91,593	)	(91,593		)
Administrative expenses and other							(136,304		)	(136,304		)
Income from continuing operations      before income taxes *	$	525,577	$	70,427	$	59,615	$	(227,897	)	$	427,722

* Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $35.0 million and $43.5 million, respectively, and intangibles amortization of $19.5 million and $58.4 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $28.0 million of acquisition-related expenses included in SG&A.

	Three Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,384,528	$	398,222	$	495,422	$	1,290		$	3,279,462
Intersegment transfers	10,348		760,594		2,954		(773,896		)
Total net sales and intersegment transfers	$	2,394,876	$	1,158,816	$	498,376	$	(772,606	)	$	3,279,462
Segment profit	$	519,283	$	87,193	$	68,023				$	674,499
Interest expense							$	(44,100	)	(44,100		)
Administrative expenses and other							(94,779		)	(94,779		)
Income from continuing operations before income taxes	$	519,283	$	87,193	$	68,023	$	(138,879	)	$	535,620

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	Nine Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,928,657	$	1,583,148	$	2,487,884	$	4,535		$	11,004,224
Intersegment transfers	5,544		2,420,356		15,740		(2,441,640		)
Total net sales and intersegment transfers	$	6,934,201	$	4,003,504	$	2,503,624	$	(2,437,105	)	$	11,004,224
Segment profit	$	1,363,488	$	202,405	$	179,072				$	1,744,965
Interest expense							$	(174,017	)	(174,017		)
Administrative expenses and other							(327,618		)	(327,618		)
Income from continuing operations before income taxes **	$	1,363,488	$	202,405	$	179,072	$	(501,635	)	$	1,243,330

** Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $49.5 million and $65.3 million, respectively, and intangibles amortization of $25.3 million and $75.6 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $59.7 million of acquisition-related expenses included in SG&A.

	Nine Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,366,588	$	1,225,315	$	1,477,252	$	3,856		$	9,073,011
Intersegment transfers	29,001		2,138,180		10,935		(2,178,116		)
Total net sales and intersegment transfers	$	6,395,589	$	3,363,495	$	1,488,187	$	(2,174,260	)	$	9,073,011
Segment profit	$	1,271,236	$	250,223	$	191,073				$	1,712,532
Interest expense							$	(110,710	)	(110,710		)
Administrative expenses and other							(310,623		)	(310,623		)
Income from continuing operations before income taxes	$	1,271,236	$	250,223	$	191,073	$	(421,333	)	$	1,291,199

In the reportable segment financial information, Segment profit was total net sales and intersegment transfers less operating costs and expenses. Domestic intersegment transfers were accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs. International intersegment transfers were accounted for at values comparable to normal unaffiliated customer sales. The Administrative segment includes the administrative expenses of the Company’s corporate headquarters site. Also included in the Administrative segment was interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters, and other expenses which were not directly associated with the reportable segments. The Administrative segment did not include any significant foreign operations. Also included in the Administrative segment was a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the Company, including the Company’s headquarters site, and disposal of idle facilities. Sales of this segment represented external leasing revenue of excess headquarters space or leasing of facilities no longer used by the Company in its primary businesses. Gains and losses from the sale of property were not a significant operating factor in determining the performance of the Administrative segment.

As of September 30, 2017, identifiable assets for The Americas Group, Consumer Brands Group, Performance Coatings Group and Administrative segments were $3.251 billion, $6.110 billion, $10.048 billion and $1.371 billion, respectively. These amounts include preliminary purchase accounting adjustments for Goodwill and Intangibles. The allocation of the fair value will be finalized within the allowable measurement period. As of September 30, 2016, identifiable assets for The Americas Group, Consumer Brands Group, Performance Coatings Group and Administrative segments were $2.333 billion, $2.082 billion, $867.8 million and $1.635 billion, respectively.

Net external sales and segment profit of all consolidated foreign subsidiaries were $964.6 million and $38.0 million, respectively, for the third quarter of 2017, and $439.6 million and $19.6 million, respectively, for the third quarter of 2016. Net external sales and segment profit of all consolidated foreign subsidiaries were $1.987 billion and $52.5 million, respectively, for the nine months of 2017, and$1.295 billionand$46.8 million, respectively, for thenine months of 2016. Long-lived assets

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of these subsidiaries totaled $1.725 billion and $504.4 million at September 30, 2017 and September 30, 2016, respectively. The increase in net external sales and long-lived assets is primarily due to the Valspar acquisition. Domestic operations accounted for the remaining net external sales, segment profits and long-lived assets. No single geographic area outside the United States was significant relative to consolidated net external sales, income before taxes, or consolidated long-lived assets.

Export sales and sales to any individual customer were each less than 10 percent of consolidated sales to unaffiliated customers during all periods presented.

NOTE 15—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. The Company did not have any fair value measurements unrelated to purchase accounting for its non-financial assets and liabilities during the third quarter. Deferred compensation assets and liabilities of $23,830 were acquired in connection with the Valspar acquisition. See Note 3. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis, categorized using the fair value hierarchy:

(Thousands of dollars)
			Quoted Prices
			in Active				Significant
	Fair Value at		Markets for		Significant Other		Unobservable
	September 30,		Identical Assets		Observable Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Deferred compensation plan assets (1)	$	57,952	$	32,286	$	25,666
Liabilities:
Deferred compensation plan liabilities (2)	$	65,297	$	65,297

⁽¹⁾  The deferred compensation plan assets consist of the investment funds maintained for the future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. The cost basis of the investment funds is $54,034.

⁽²⁾ The deferred compensation plan liabilities are the Company’s liabilities under its executive deferred compensation plan. The liabilities represent the fair value of the participant shadow accounts, and the value is based on quoted market prices.

NOTE 16—DEBT

The table below summarizes the carrying amount and fair value of the Company’s publicly traded debt and non-publicly traded debt in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. The fair values of the Company’s publicly traded debt are based on quoted market prices. The fair values of the Company’s non-publicly traded debt are 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-publicly traded debt are classified as level 1 and level 2, respectively, in the fair value hierarchy.

(Thousands of dollars)
	September 30, 2017				September 30, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Publicly traded debt	$	9,445,569	$	9,734,890	$	1,907,189	$	2,003,093
Non-publicly traded debt	1,339,678		1,290,634		4,203		3,963

On June 2, 2017 the Company closed its previously announced exchange offers and consent solicitations (collectively, the "Exchange Offer") for the outstanding senior notes of Valspar. Pursuant to the Exchange Offer, the Company issued an aggregate principal amount of approximately $1.478 billion (collectively the "Exchange Notes"). The Exchange Notes are

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unsecured senior obligations of the Company. The Company did not receive any cash proceeds from the issuance of the Exchange Notes. The Exchange Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
7.250% Senior Notes	2019	$	277,176
4.200% Senior Notes	2022	385,909
3.300% Senior Notes	2025	235,324
3.950% Senior Notes	2026	331,342
4.400% Senior Notes	2045	248,354
		$	1,478,105

On May 16, 2017, the Company issued $6.0 billion of senior notes (collectively the "New Notes") in a public offering. The net proceeds from the issuance of the New Notes were used to fund the acquisition of Valspar. The New Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
2.250% Senior Notes	2020	$	1,500,000
2.750% Senior Notes	2022	1,250,000
3.125% Senior Notes	2024	500,000
3.450% Senior Notes	2027	1,500,000
4.500% Senior Notes	2047	1,250,000
		$	6,000,000

As previously disclosed, the interest rate locks entered into in 2016 settled in March 2017 resulting in a pretax gain of $87.6 million recognized in Cumulative other comprehensive loss. This gain is being amortized from Cumulative other comprehensive loss to a reduction of interest expense over the terms of the New Notes. For the three and nine months endedSeptember 30, 2017, the amortization of the unrealized gain reduced interest expense by $2.1 million and $3.1 million, respectively.

In April 2016, the Company entered into agreements for a $7.3 billion Bridge Loan and a $2.0 billion Term Loan as committed financing for the Valspar acquisition. See Note 3. On June 1, 2017, the Company terminated the agreement for the Bridge Loan and borrowed the full $2.0 billion on the Term Loan. The Term Loan is pre-payable without penalty and carries a 5 year maturity with a variable interest rate of London Interbank Offered Rate plus an additional 1.25%. As of September 30, 2017, the term loan had an outstanding balance of $1.1 billion at an approximate interest rate of 2.49%.

In August 2017, the Company entered into a floating rate loan of €225.0 million and a fixed rate loan of €20.0 million. The floating rate loan agreement bears interest at the six-month Euro Interbank Offered Rate plus a margin. The fixed rate loan bears interest at 0.92%. The proceeds will be used for general corporate purposes, including repaying a portion of outstanding short-term borrowings. The loans mature on August 23, 2021.

In September 2017, the Company entered into a five-year letter of credit agreement with an aggregate availability of $250.0 million. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement on September 30, 2017.

During the first six months of 2017, the Company amended the five-year credit agreement entered into in May 2016 to increase the aggregate availability to $500.0 million. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement at September 30, 2017.

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NOTE 17—NON-TRADED INVESTMENTS

The Company has invested in the U.S. affordable housing and historic renovation real estate markets. These non-traded investments have been identified as variable interest entities. However, because the Company does not have the power to direct the day-to-day operations of the investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. In accordance with the Consolidation Topic of the ASC, the investments are not consolidated. For affordable housing investments entered into prior to the January 1, 2015 adoption of ASU No. 2014-01, the Company uses the effective yield method to determine the carrying value of the investments. Under the effective yield method, the initial cost of the investments is amortized to income tax expense over the period that the tax credits are recognized. For affordable housing investments entered into on or after the January 1, 2015 adoption of ASU No. 2014-01, the Company uses the proportional amortization method. Under the proportional amortization method, the initial cost of the investments is amortized to income tax expense in proportion to the tax credits and other tax benefits received. The carrying amount of the affordable housing and historic renovation investments, included in Other assets, was $224.7 million and $245.7 million at September 30, 2017 and 2016, respectively. The liability for estimated future capital contributions to the investments was $166.3 million and $189.9 million at September 30, 2017 and 2016, respectively.

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Item 2. MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

SUMMARY

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 paints, coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America with additional operations in the Caribbean region, Europe, Asia and Australia. The Company is structured into three reportable segments—The Americas Group, Consumer Brands Group and Performance Coatings Group (collectively, the “Reportable Segments”)—and an Administrative segment in the same way it is internally organized for assessing performance and making decisions regarding allocation of resources. See Note 14 for more information.

The Company’s financial condition, liquidity and cash flow continued to be strong through the first nine months of 2017 primarily due to improved operating results in The Americas Group. Net working capital decreased$880.2 million at September 30, 2017 compared to the end of the third quarter of 2016 due to a significant increase in current liabilities partially offset by a significant increase in current assets primarily due to the acquisition of The Valspar Corporation (Valspar or the Acquisition) (see Note 3). Cash and cash equivalents decreased$494.6 million while current portion of long-term debt increased$699.7 million resulting from 1.35% senior notes becoming due in 2017. The Company has been able to arrange sufficient short-term borrowing capacity at reasonable rates, and the Company continues to have sufficient total available borrowing capacity to fund its current operating needs. Net operating cash improved$292.3 million in the first nine months of 2017 to a cash source of $1.259 billion from a cash source of $966.5 million in 2016.

Consolidated net sales increased37.4 percent in the third quarter of 2017 to $4.507 billion from $3.279 billion in the third quarter of 2016 and increased21.3 percent in the first nine months of 2017 to $11.004 billion from $9.073 billion. The increase was due primarily to the Acquisition which increased sales 32.8 percent in the third quarter and 16.1 percent in the first nine months and strong paint sales volume in The Americas and Performance Coatings Group. The increase was partially offset by the impact of the hurricanes in Texas, Florida and the Caribbean in the third quarter of 2017 (collectively, the "Hurricanes") and a decrease in the Consumer Brands Group net sales. Consolidated gross profit as a percent of consolidated net sales decreased in the third quarter of 2017 to 42.2 percent compared to 49.9 percent in the third quarter of 2016 and decreased in the first nine months to 45.3 percent from 50.0 percent due primarily to the Acquisition and related purchase accounting fair value adjustments and higher raw material costs partially offset by increased paint volume. Selling, general and administrative expenses (SG&A) decreased as a percent of consolidated net sales to 29.0 percent from 32.0 percent in the third quarter of 2016 and decreased to 31.5 percent from 34.1 percent in the first nine months primarily due to the impact from Valspar operations. Amortization expense increased just over $75.5 million in both the third quarter and first nine months of 2017 versus 2016 due primarily to the Acquisition and related purchase accounting fair value adjustments.

Interest expense increased$47.5 million and $63.3 million, respectively, in the third quarter and first nine months of 2017 versus 2016 primarily due to increased debt levels to fund the Acquisition. The effective tax rate for income from continuing operations was 26.0 percent and 26.3 percent for the third quarter and first nine months of 2017, respectively, compared to 27.8 percent and 28.0 percent for the third quarter and first nine months of 2016, respectively. The Company recorded an income tax provision of $41.5 million in the second quarter of 2017 related to the divestiture of Valspar's North American industrial wood coatings business, which is reported as a discontinued operation. Excluding the impact of share-based payments, the effective tax rate was 27.8 percent and 31.0 percent for the third quarter and first nine months of 2017, respectively, compared to 29.9 percent and 31.2 percent for the third quarterandfirst nine months of 2016, respectively. Diluted net income per common share in the quarter decreased to $3.33 per share from $4.08 per share in 2016. Diluted net income per common share in nine monthsdecreased to $9.23 per share from $9.85 per share in 2016. Diluted net income per common share from continuing operations in the quarter and nine months was $3.33 and $9.67 per share, respectively. Third quarter and nine months2017 diluted net income per common share included a $1.42 and $2.22 per share charge, respectively, from Acquisition related costs, inventory purchase accounting adjustments and increased amortization of intangibles. Third quarter and nine months2016 diluted net income per common share included a $.24 and $.64 per share charge from Acquisition costs, respectively.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and contain certain amounts that were based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. Management considered the impact of the uncertain economic environment and utilized certain outside sources of economic information when developing the basis for their estimates and assumptions. The impact of the global economic conditions on the estimates and assumptions used by management was believed to be reasonable under the circumstances. Management used assumptions based on historical results, considering the current economic trends, and other assumptions to form the basis for determining appropriate carrying values of assets and liabilities that were not readily available from other sources. Actual results could differ from those estimates. Also, materially different amounts may result under materially different conditions, materially different economic trends or from using materially different assumptions. However, management believes that any materially different amounts resulting from materially different conditions or material changes in facts or circumstances are unlikely to significantly impact the current valuation of assets and liabilities that were not readily available from other sources.

A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1, on pages 44 through 48, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended December 31, 2016. See Note 6 for accounting policy information regarding warranties and deferred revenue related to furniture protection plans for the Acquisition.

FINANCIAL CONDITION, LIQUIDITY AND CASH FLOW

Overview

On June 1, 2017, the Company completed the acquisition of Valspar for a total purchase price of $8.9 billion. On May 16, 2017, the Company issued $6.0 billion of senior notes (collectively, the "New Notes") in a public offering. The net proceeds from the issuance of the New Notes were used to fund the Acquisition. In April 2016, the Company entered into a $7.3 billion bridge credit agreement (Bridge Loan) and a $2.0 billion term loan credit agreement (Term Loan) as committed financing for the Acquisition. On June 1, 2017, the Company terminated the agreement for the Bridge Loan and borrowed the full $2.0 billion on the Term Loan. 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.

The Acquisition significantly affected the Company’s financial condition, liquidity and cash flow. See Note 3 for a table detailing the preliminary opening balance sheet. Net working capital decreased$880.2 million at September 30, 2017 compared to the end of the third quarter of 2016 due to a significant increase in current liabilities partially offset by a significant increase in current assets primarily due to the Acquisition. Cash and cash equivalents decreased$494.6 million while current portion of long-term debt increased$699.7 million resulting from 1.35% senior notes becoming due in 2017. In the first nine months of 2017, cash and cash equivalents decreased$681.9 million, accounts receivable increased$1.195 billion and inventories increased$635.9 million when normal seasonal trends typically require significant growth in these categories. Accounts payable increased$797.8 million and other accruals increased$313.3 million, primarily due to Acquisition cost accruals. Short-term borrowings increased$123.4 million. Accrued taxes increased$204.1 million and compensation and taxes withheld liabilities increased$102.9 million both primarily due to timing of payments. Total debt at September 30, 2017increased$8.988 billion to $10.949 billion from $1.962 billion at September 30, 2016 and increased as a percentage of total capitalization to 80.0 percent from 55.1 percent at the end of the third quarter last year. Total debt increased$8.997 billion from December 31, 2016 and increased as a percentage of total capitalization from 51.0 percent to 80.0 percent. At September 30, 2017, the Company had remaining short-term borrowing ability of $1.950 billion. Net operating cash improved$292.3 million in the first nine months of 2017 to a cash source of $1.259 billion from a cash source of $966.5 million in 2016. In the twelve month period from October 1, 2016 through September 30, 2017, the Company generated net operating cash of $1.601 billion.

Net Working Capital, Debt and Other Long-Term Assets and Liabilities

Cash and cash equivalents decreased$681.9 million during the first nine months of 2017. Cash and cash equivalents on hand funded cash requirements for increased sales and normal seasonal increases in working capital, capital expenditures of $143.4 million and payments of cash dividends of $239.0 million. At September 30, 2017, the Company’s current ratio was 1.07 compared to 1.28 at December 31, 2016 and 1.47 a year ago.

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Goodwill and intangible assets increased$12.005 billion from December 31, 2016 and increased$11.987 billion from September 30, 2016. The net increase during the first nine months of 2017 was primarily due to the Acquisition of $12.073 billion, capitalized software additions of $10.9 million and foreign currency translation of $39.6 million, partially offset by amortization of $118.8 million. The net increase over the twelve month period from September 30, 2016 was primarily due to the Acquisition of $12.073 billion, capitalized software additions of $15.8 million and foreign currency translation of $32.3 million, partially offset by amortization of $124.9 million and goodwill impairment of $10.7 million. Based on the preliminary purchase accounting, goodwill of $1.0 billion, $1.7 billion and $3.0 billion was recognized in The Americas Group, Consumer Brands Group and Performance Coatings Group, respectively. See Note 4, on pages 49 and 50, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for more information concerning goodwill and intangible assets.

Deferred pension assets decreased$1.2 million during the first nine months of 2017 and decreased$21.7 million from September 30, 2016. The decrease in the last twelve months was due to increased pension benefit obligations, primarily due to changes in actuarial assumptions, and a decrease in the fair value of plan assets. See Note 6, on pages 54 through 59, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for more information concerning the Company’s benefit plan assets.

Other assets at September 30, 2017increased$167.4 million in the first nine months of 2017 and increased$109.6 million from a year ago primarily due to the reclass of current deferred tax assets to non-current due to the adoption of ASU No. 2015-17. See Note 2.

Net property, plant and equipment increased$799.7 million in the first nine months of 2017 and increased$811.6 million in the twelve months since September 30, 2016. The increase in the first nine months was primarily due to the Acquisition of $813.5 million, capital expenditures of $143.4 million and changes in currency translation rates of $44.9 million, partially offset by depreciation expense of $162.2 million and sale or disposition of fixed assets of $39.9 million. Since September 30, 2016, increases from the Acquisition $813.5 million, capital expenditures of $209.3 million and changes in currency translation rates of $37.4 million were partially offset by depreciation expense of $206.0 million and sale or disposition of fixed assets of $42.3 million. Capital expenditures during the first nine months of 2017 primarily represented expenditures associated with improvements and normal equipment replacement in manufacturing and distribution facilities in the Consumer Brands Group, normal equipment replacement in The Americas and Performance Coatings Groups, and information systems hardware in the Administrative Segment.

On June 2, 2017 the Company closed its previously announced exchange offers and consent solicitations (collectively, the "Exchange Offer") for the outstanding senior notes of Valspar. Pursuant to the Exchange Offer, the Company issued an aggregate principal amount of approximately $1.478 billion (collectively the "Exchange Notes"). On May 16, 2017, the Company issued $6.0 billion of senior notes (collectively the "New Notes") in a public offering. The net proceeds from the issuance of the New Notes were used to fund the Acquisition. As previously disclosed, the interest rate locks entered into in 2016 settled in March 2017 resulting in a pretax gain of $87.6 million recognized in Cumulative other comprehensive loss. This gain is being amortized from Cumulative other comprehensive loss to a reduction of interest expense over the terms of the New Notes. For the nine months ended September 30, 2017, the amortization of the unrealized gain reduced interest expense by $2.1 million. The Company expects to amortize unrealized gains of $8.3 million from Cumulative other comprehensive loss to Interest expense during the next twelve months. In April 2016, the Company entered into agreements for a $7.3 billion Bridge Loan and a $2.0 billion Term Loan as committed financing for the Acquisition. On June 1, 2017, the Company terminated the agreement for the Bridge Loan and borrowed the full $2.0 billion on the Term Loan. As of September 30, 2017, the term loan had an outstanding balance of $1.1 billion.

In August 2017, the Company entered into a floating rate loan of €225.0 million and a fixed rate loan of €20.0 million. The floating rate loan agreement bears interest at the six-month Euro Interbank Offered Rate plus a margin. The fixed rate loan bears interest at 0.92%. The proceeds will be used for general corporate purposes, including repaying a portion of outstanding short-term borrowings. The loans mature on August 23, 2021.

In September 2017, the Company entered into a five-year letter of credit agreement with an aggregate availability of $250.0 million. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement on September 30, 2017.

In May 2016 and subsequently amended in 2017, the Company entered into a five-year $500.0 million credit agreement. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement at September 30, 2017. See Note 7, on pages 60 and 61, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for more information concerning the Company’s debt.

At September 30, 2017, the Company had outstanding borrowings of $142.9 million with a weighted average interest rate of 1.6 percent under its commercial paper program, and borrowings of $6.7 million with a weighted average interest rate of 1.5

24

percent under its global five-year $1.350 billion credit agreement . The Company had unused capacity under the global credit agreement of $1.200 billion at September 30, 2017. Short-term borrowings under various other foreign programs were $14.5 million with a weighted average interest rate of 8.2 percent.

Long-term liabilities for postretirement benefits other than pensions did not change significantly from December 31, 2016 and September 30, 2016. See Note 6, on pages 54 through 59, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for more information concerning the Company’s benefit plan obligations.

Deferred income taxes at September 30, 2017increased$2.537 billion in the first nine months of 2017 and increased$2.479 billion from a year ago primarily due to increased deferred tax liabilities as a result of the Acquisition.

Environmental-Related Liabilities

The operations of the Company, like those of other companies in the same industry, are subject to various federal, state and local 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 and regulations and has implemented various programs designed to 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 nine months of 2017. 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 2017. See Note 9 for further information on environmental-related long-term liabilities.

Contractual Obligations, Commercial Commitments and Warranties

Short-term borrowings increased$123.4 million to $164.1 million at September 30, 2017 from $40.7 million at December 31, 2016. Total long-term debt increased$8.873 billion to $10.785 billion at September 30, 2017 from $1.912 billion at December 31, 2016, and increased$8.874 billion from $1.911 billion at September 30, 2016.

On June 1, 2017, the Company completed the Acquisition. As of December 31, 2016, Valspar had marketing commitments and operating leases of $199.3 million and $128.6 million, respectively. There have been no other significant changes to the Company’s contractual obligations and commercial commitments in the third quarter of 2017 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, 2016.

Changes to the Company’s accrual for product warranty claims in the first nine months of 2017 are disclosed in Note 6.

Litigation

See Note 10 for information concerning litigation.

Shareholders’ Equity

Shareholders’ equity increased$862.5 million to $2.741 billion at September 30, 2017 from $1.878 billion at December 31, 2016 and increased$1.143 billion from $1.598 billion at September 30, 2016. The increase in Shareholders’ equity for the first nine months of 2017 resulted primarily from net income of $874.9 million, an increase in Other capital of $165.6 million resulting primarily from stock option exercises, and a decrease in Cumulative other comprehensive loss of $88.1 million, partially offset by cash dividends paid on common stock of $239.0 million. Since September 30, 2016, net income of $1.078 billion, an increase in Other capital of $203.0 million, and a decrease in Cumulative other comprehensive loss of $205.9 million more than offset cash dividends paid on common stock of $317.2 million in twelve months. During the first nine months of 2017 and fiscal year 2016, the Company did not purchase any 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 September 30, 2017 to purchase 11.65 million shares of its common stock. In February 2017, the Board of Directors increased the quarterly cash dividend from $.84 per common share to $.85 per common share. This quarterly dividend will result in an annual dividend for 2017 of $3.40 per common share or a 28.4 percent payout of 2016 diluted net income per common share.

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Cash Flow

Net operating cash improved$292.3 million in the first nine months of 2017 to a cash source of $1.259 billion from a cash source of $966.5 million in 2016 primarily due to cash generated from increased net income from continuing operations and cash received of $87.6 million for the settlement of the interest rate lock agreements. Net investing cash usageincreased$8.674 billion in the first nine months of 2017 to a usage of $8.911 billion from a usage of $236.7 million in 2016 primarily due to the completion of the Acquisition. Net financing cash sources increased $7.226 billion to a source of $6.990 billion in the first nine months of 2017 from a usage of $235.7 million in 2016 primarily due to proceeds from long-term debt (see Note 16). In the twelve month period from October 1, 2016 through September 30, 2017, the Company generated net operating cash of $1.601 billion, used$8.978 billion in investing activities and generated$6.918 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. 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 upon close of the Acquisition, the Company’s leverage ratio is not to exceed 5.25 to 1.00. 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 pro forma “Earnings Before Interest, Taxes, Depreciation, and Amortization” (EBITDA) for the combined companies for the twelve month period ended on the same date. Refer to the “Results of Operations” caption below for a reconciliation of EBITDA to Net income. At September 30, 2017, the Company was in compliance with the covenant. 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 7, on pages 60 and 61, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for more information concerning the Company’s debt and related covenant.

RESULTS OF OPERATIONS

Shown below are net sales and income before taxes by segment for the third quarter:

(Thousands of dollars)	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Change		2017		2016		Change
Net Sales:
The Americas Group	$	2,539,256	$	2,384,528	6.5	%	$	6,928,657	$	6,366,588	8.8	%
Consumer Brands Group	723,341		398,222		81.6	%	1,583,148		1,225,315		29.2	%
Performance Coatings Group	1,242,336		495,422		150.8	%	2,487,884		1,477,252		68.4	%
Administrative	2,087		1,290		61.8	%	4,535		3,856		17.6	%
Total	$	4,507,020	$	3,279,462	37.4	%	$	11,004,224	$	9,073,011	21.3	%

(Thousands of dollars)	Three Months Ended September 30,								Nine Months Ended September 30,
	2017			2016			Change		2017			2016			Change
Income Before Income Taxes:
The Americas Group	$	525,577		$	519,283		1.2	%	$	1,363,488		$	1,271,236		7.3	%
Consumer Brands Group	70,427			87,193			-19.2	%	202,405			250,223			-19.1	%
Performance Coatings Group	59,615			68,023			-12.4	%	179,072			191,073			-6.3	%
Administrative	(227,897		)	(138,879		)	-64.1	%	(501,635		)	(421,333		)	-19.1	%
Total	$	427,722		$	535,620		-20.1	%	$	1,243,330		$	1,291,199		-3.7	%

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Consolidated net sales increased in the third quarter and first nine months of 2017 due primarily to the addition of Valspar sales and higher paint sales volume in The Americas Group and Performance Coatings Group. The increase was partially offset by the impact of the Hurricanes. Currency translation rate changes did not have a material impact on consolidated net sales in the quarter and nine months.

Net sales of all consolidated foreign subsidiaries were up119.4 percent to $964.6 million in the quarter and up53.5 percent to $1.987 billion in the first nine months versus $439.6 million and $1.295 billion in the same periods last year. The increase in net sales for all consolidated foreign subsidiaries in the quarter and nine months was due primarily to the addition of Valspar sales. Net sales of all operations other than consolidated foreign subsidiaries were up24.7 percent to $3.542 billion in the quarter and up15.9 percent to $9.017 billion in the first nine months as compared to $2.840 billion and $7.778 billion in the same periods last year.

Net sales in The Americas Group increased in the third quarter and first nine months due primarily to higher architectural paint sales volume and selling price increases, partially offset by the impact of the Hurricanes. Net sales from stores open for more than twelve calendar months in the U.S. and Canada increased5.2 percent in the quarter and increased5.7 percent in the first nine months compared to last year’s comparable periods. Sales of non-paint products increased by 7.2 percent over last year's third quarter and increased by 15.5 percent over last year's first nine 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 of the Consumer Brands Group increased in the third quarter and first nine months primarily due to the inclusion of Valspar sales, partially offset by lower volume sales to most of the Group's retail customers. Valspar sales increased the Consumer Brands Group's Net sales by 84.4% and 37.9% in the quarter and nine months, respectively. Net sales in the Performance Coatings Group stated in U.S. dollars increased in the third quarter and first nine months due primarily to Valspar sales and selling price increases. Valspar sales increased the Performance Coatings Group's Net sales by 148.7% and 66.9% in the quarter and nine months, respectively. Net sales in the Administrative segment, which primarily consist of external leasing revenue of excess headquarters space and leasing of facilities no longer used by the Company in its primary business, were essentially flat in the third quarter and first nine months.

Consolidated gross profit increased$265.7 million in the third quarter and increased$448.3 million in the first nine months of 2017 compared to the same periods in 2016 primarily due to Valspar sales and increased paint sales volume partially offset by inventory step-up amortization related to the Acquisition and higher raw material costs. Consolidated gross profit as a percent of consolidated net sales decreased in the third quarter of 2017 to 42.2 percent compared to 2016 at 49.9 percent and decreased in the first nine months to 45.3 percent from 50.0 percent due primarily to inventory step-up amortization related to the Acquisition and higher raw material costs partially offset by increased paint volume.

The Americas Group’s gross profit was higher than last year by $49.7 million in the third quarter and was higher than last year by $198.4 million in the first nine months due to higher paint sales volume and selling price increases, partially offset by increased raw material costs and the negative impact of the Hurricanes. The Americas Group’s gross profit as a percent of sales decreased in the quarter and first nine months due to increased raw material costs and the negative impact of the Hurricanes, only partially offset by increased paint sales volume and selling price increases. The Consumer Brands Group’s gross profit increased by $77.6 million in the quarter and increased by $59.3 million in the first nine months compared to the same periods last year primarily due to the inclusion of Valspar sales, partially offset by the inventory step-up amortization related to the Acquisition, increased raw material costs, and lower volume sales to some of the Group’s retail and commercial customers. The Consumer Brands Group had inventory step-up amortization related to the Acquisition of $35.0 million and $49.5 million for the third quarter and first nine months of 2017, respectively. The Consumer Brands Group’s gross profit as a percent of sales was down in the quarter and first nine months compared to the same periods last year due to the inventory step-up amortization related to the Acquisition, increased raw material costs and lower sales volumes, only partially offset by the inclusion of Valspar sales. The Performance Coatings Group’s gross profit increased$145.8 million in the third quarter and increased$198.6 million in the first nine months compared to the same periods last year, when stated in U.S. dollars, primarily due to the inclusion of Valspar sales, selling price increases and higher sales volume partially offset by inventory step-up amortization related to the Acquisition and higher raw material costs. The Performance Coatings Group had inventory step-up amortization related to the Acquisition of $43.5 million and $65.3 million for the third quarter and first nine months of 2017, respectively. The Performance Coatings Group’s gross profit as a percent of sales was down in the quarter and first nine months compared to the same periods last year primarily due to Acquisition-related purchase accounting adjustments to inventory and higher raw material costs, only partially offset by the inclusion of Valspar sales, selling price increases and higher sales volume. The Administrative segment’s gross profit decreased by $7.4 million in the third quarter and decreased by $8.0 million compared to the same periods last year.

Selling, general and administrative expenses (SG&A) increased$256.0 million in the third quarter and increased$366.5 million in the first nine months of 2017 versus last year due primarily to the inclusion of Valspar, increased expenses to support higher sales levels and net new store openings. In the third quarter of 2017, expenses associated with the Acquisition were $219.4 million compared to $13.6 million in 2016. As a percent of sales, consolidated SG&A decreased to 29.0 percent in the

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quarter and decreased to 31.5 percent in the first nine months of 2017 from 32.0 percent in the third quarter and 34.1 percent in the first nine months of 2016 primarily due to the impact from Valspar operations, which helped reduce these ratios.

The Americas Group’s SG&A increased$44.9 million in the third quarter and increased$111.3 million in the first nine months due primarily to net new store openings and general comparable store expenses to support higher sales levels. The Consumer Brands Group’s SG&A increased$74.5 million in the quarter and increased$83.8 million in the first nine months compared to the same periods last year primarily due to the impact from Valspar operations partially offset by good expense control. The Performance Coatings Group’s SG&A increased$95.5 million in the quarter and increased$133.7 million in the first nine months primarily due to the impact from Valspar operations. The Administrative segment’s SG&A increased$41.0 million in the third quarter and increased$37.8 million in the first nine months primarily due to increased costs associated with the Acquisition.

Amortization expense increased$75.5 million in the third quarter and increased$99.3 million in the first nine months of 2017 versus 2016 primarily due to amortization of acquired intangibles. In the third quarter of 2017, amortization of acquired intangibles was $58.4 million and $19.5 million for the Performance Coatings and Consumer Brands Groups, respectively. In the first nine months of 2017, amortization of acquired intangibles was $75.6 million and $25.3 million for the Performance Coatings and Consumer Brands Groups, respectively.

Interest expense increased$47.5 million in the third quarter and increased$63.3 million in the first nine months of 2017 versus 2016 due to the Acquisition-related debt incurred.

Other general expense—net increased$3.3 million in the third quarter primarily due to increased provisions for environmental expenses in the Administrative segment. Other general expense—net decreased$14.9 million in the first nine months primarily due to decreased provisions for environmental expenses in the Administrative segment.

Other expense (income)—net improved$7.9 million in the third quarter and improved$14.3 million in the first nine months as compared to 2016 primarily due to favorable foreign currency transaction related gains in both the Performance Coatings and The Americas Groups in 2017.

Consolidated income from continuing operations before income taxes decreased$107.9 million in the third quarter, primarily due to Acquisition-related costs, inventory purchase accounting adjustment amortization and increased amortization of intangibles partially offset higher segment profits in The Americas Group. Consolidated income from continuing operations before income taxes decreased$47.9 million in the first nine months primarily due to Acquisition-related costs, inventory purchase accounting adjustment amortization and increased amortization of intangibles partially offset by higher segment profits in The Americas Group.

The effective tax rate for income from continuing operations was 26.0 percent and 26.3 percent for the third quarter and first nine months of 2017, respectively, compared to 27.8 percent and 28.0 percent for the third quarter and first nine months of 2016, respectively. The Company recorded an income tax provision of $41.5 million in the second quarter of 2017 related to the divestiture of Valspar's North American industrial wood coatings business, which is reported as a discontinued operation. See Note 3.Excluding the impact of share-based payments, the effective tax rate was 27.8 percent and 31.0 percent for the third quarter and first nine months of 2017, respectively, compared to 29.9 percent and 31.2 percent for the third quarterandfirst nine months of 2016, respectively.

Diluted net income per common share in the quarter decreased to $3.33 per share from $4.08 per share in 2016. Diluted net income per common share in nine monthsdecreased to $9.23 per share from $9.85 per share in 2016. Diluted net income per common share from continuing operations in the quarter and nine months was $3.33 and $9.67 per share, respectively. Third quarter and nine months2017 diluted net income per common share include a $1.42 and $2.22 per share charge, respectively, from Acquisition-related costs, inventory purchase accounting adjustments and increased amortization of intangibles. Third quarter and nine months2016 diluted net income per common share included a $.24 and $.64 per share charge from Acquisition costs, respectively. Currency translation rate changes did not have a significant impact on diluted net income per common share in the quarter and nine months.

Management considers a measurement that is not in accordance with U.S. generally accepted accounting principles a useful measurement of the operational profitability of the Company. Some investment professionals also utilize such a measurement as an indicator of the value of profits and cash that are generated strictly from operating activities, putting aside working capital and certain other balance sheet changes. For this measurement, management increases net income for significant non-operating and non-cash expense items to arrive at an amount known as “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA). The reader is cautioned that the following value for EBITDA should not be compared to other entities unknowingly. EBITDA should not be considered an alternative to net income or cash flows from operating activities as an indicator of operating performance or as a measure of liquidity. The reader should refer to the determination of net income and cash flows from operating activities in accordance with U.S. generally accepted accounting principles disclosed in the

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Statements of Consolidated Income and Comprehensive Income and Statements of Consolidated Cash Flows. EBITDA as used by management is calculated as follows:

(Thousands of dollars)	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
Net income from continuing operations	$	316,606	$	386,733		$	916,409	$	929,673
Interest expense	91,593		44,100			174,017		110,710
Income taxes	111,116		148,887			326,921		361,526
Depreciation	67,249		41,589			162,214		128,313
Amortization	83,711		8,183			118,799		19,549
EBITDA from continuing operations	670,275		629,492			1,698,360		1,549,771
Valspar EBITDA *	46,789		(13,604		)	29,834		(49,227		)
EBITDA from continuing operations without Valspar	$	623,486	$	643,096		$	1,668,526	$	1,598,998
* Valspar EBITDA for 2017 includes June through September 2017 Valspar operations, purchase accounting items and acquisition costs. Valspar EBITDA for 2016 includes acquisition costs only.

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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 the federal securities laws. These forward-looking statements are based upon management’s current expectations, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, anticipated future performance (including sales and earnings), expected growth, future business plans and the costs and potential liability for environmental-related matters and the lead pigment and lead-based paint litigation. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as "believe," "expect," "may," "will," "should," "project," "could," "plan," "goal," "potential," "seek," "intend" 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 and experience. These risks, uncertainties and other factors include such things as:

• general business conditions, strengths of retail and manufacturing economies and the growth in the coatings industry;

• our ability to successfully integrate past and future acquisitions into our existing operations, including Valspar, as well as the performance of the businesses acquired;

• risks inherent in the achievement of anticipated cost synergies resulting from the acquisition of Valspar and the timing thereof ;

• competitive factors, including pricing pressures and product innovation and quality;

• changes in raw material and energy supplies and pricing;

• changes in our relationships with customers and suppliers;

• our ability to attain cost savings from productivity initiatives;

• changes in general domestic economic conditions such as inflation rates, interest rates, tax rates, unemployment rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations;

• risks and uncertainties associated with our expansion into and our operations in Asia, Europe, South America and other foreign markets, including general economic conditions, inflation rates, recessions, foreign currency exchange rates, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest and other external economic and political factors;

• the achievement of growth in foreign markets, such as Asia, Europe and South America;

• 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 accounting policies and standards and taxation requirements (such as new tax laws and new or revised tax law interpretations);

• the nature, cost, quantity and outcome of pending and future litigation and other claims, including the lead pigment and lead-based paint litigation, and the effect of any legislation and administrative regulations relating thereto; and

• unusual weather conditions.

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

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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. 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, 2016.

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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 Chairman, 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 (“Exchange Act”). Based upon that evaluation, our Chairman, 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 Chairman, President and Chief Executive Officer and our Senior Vice President—Finance and Chief Financial Officer, to allow timely decisions regarding required disclosure. We acquired The Valspar Corporation, or Valspar, on June 1, 2017 and have not yet included Valspar in our assessment of the effectiveness of our internal control over financial reporting. Accordingly, pursuant to the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of disclosure controls and procedures does not include internal control over financial reporting related to Valspar. For the third quarter2017, Valspar accounted for $1.1 billion of our total net sales and as of September 30, 2017 had total assets of $11.3 billion.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

For information with respect to certain environmental-related matters and legal proceedings, see the information included under the captions entitled “Environmental-Related 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,” which is incorporated herein by reference.

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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 Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Report on Form 10-Q for the period ended June 30, 2017. During the third quarter ended September 30, 2017, there were no material changes to our previously disclosed risk factors.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

A summary of the repurchase activity for the Company’s third quarter is as follows:

Period		Total Number of Shares Purchased	Average Price Paid Per Share		Number of Shares Purchased as Part of a Publicly Announced Plan	Number of Shares That May Yet Be Purchased Under the Plan
July 1 - July 31
	Share repurchase program (1)					11,650,000
	Employee transactions (2)	902	$	352.87		N/A
August 1 - August 31
	Employee transactions (2)	864	$	339.15		N/A
September 1 - September 30
	Employee transactions (2)	689	$	339.40		N/A
Total
	Share repurchase program (1)					11,650,000
	Employee transactions (2)	2,455	$	344.26		NA

⁽¹⁾  All shares were purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program. The Company had remaining authorization at September 30, 2017 to purchase 11,650,000 shares.

⁽²⁾  All shares were delivered to satisfy the exercise price and/or tax withholding obligations by employees who exercised stock options or had shares of restricted stock vest.

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Item 5. Other Information.

During the nine months ended September 30, 2017, the Audit Committee of the Board of Directors of the Company approved permitted non-audit services to be performed by Ernst & Young LLP, the Company’s independent registered public accounting firm. These non-audit services were approved within categories related to domestic advisory tax and tax compliance services and international tax compliance.

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Item 6. Exhibits.

4.1	Assignable Loan Agreement, dated August 17, 2017, relating to a Floating Rate Loan by and among Sherwin-Williams Coatings S.à r.l., as borrower, the Company, as guarantor, and Citibank Europe plc, UK Branch, as lender, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 17, 2017, and incorporated herein by reference.
4.2	Assignable Loan Agreement, dated August 17, 2017, relating to a Fixed Rate Loan by and among Sherwin-Williams Coatings S.à r.l., as borrower, the Company, as guarantor, and Citibank Europe plc, UK Branch, as lender, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 17, 2017, and incorporated herein by reference.
4.3	Credit Agreement, dated as of September 11, 2017, by and among the Company, Goldman Sachs Bank USA, as administrative agent and Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 11, 2017, and incorporated herein by reference.
4.4	Continuing Agreement for Standby Letters of Credit, dated as of September 11, 2017, by and between the Company and Goldman Sachs Bank USA filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 11, 2017, and incorporated herein by reference.
10.1*	Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017) (filed herewith).
10.2*	Schedule of Executive Officers who are Parties to the Amended and Restated Severance Agreements in the forms filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2010 (filed herewith).
31(a)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
32(a)	Section 1350 Certification of Chief Executive Officer (furnished herewith).
32(b)	Section 1350 Certification of Chief Financial Officer (furnished herewith).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Management contract or compensatory plan or arrangement.

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Signatures

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

		THE SHERWIN-WILLIAMS COMPANY
October 25, 2017	By:	/s/ Jane M. Cronin
		Jane M. Cronin
		Senior Vice President,
		Corporate Controller and Assistant Secretary
October 25, 2017	By:	/s/ Allen J. Mistysyn
		Allen J. Mistysyn
		Senior Vice President,
		Finance and Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

THE SHERWIN-WILLIAMS COMPANY

2006 EQUITY AND PERFORMANCE INCENTIVE PLAN

(AMENDED AND RESTATED AS OF APRIL 19, 2017)

Nonqualified Stock Option Award - Additional Terms and Conditions

1.Grant of Option. The Board of Directors (the “Board”) of The Sherwin-Williams Company (the “Company”) has granted an option to you pursuant to an Evidence of Award that has been delivered to you. Each option entitles you to purchase from the Company one share of Common Stock at the Option Price per share, in accordance with the terms of The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017, the “Plan”), the related Prospectus, the Evidence of Award, these Additional Terms and Conditions, and such other rules and procedures as may be adopted by the Company. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

2.Vesting of Option.

(A) The option (unless terminated as hereinafter provided) shall become vested and exercisable only to the extent of one-third of the shares after you shall have been in the continuous employ of the Company or any Subsidiary for one full year from the Date of Grant and to the extent of an additional one-third of such shares after each of the next two successive full years thereafter during which you shall have been in the continuous employ of the Company or any Subsidiary.

(B) Notwithstanding Section 2(A) above, the option shall immediately vest and become exercisable in full if you should die while in the employ of the Company or any Subsidiary.

(C)Notwithstanding Section 2(A) above, if you should “Retire” while in the employ of the Company or any Subsidiary, you shall be treated as being in the continuous employ with the Company or any Subsidiary during your “Retirement” for purposes of this Section 2 and, as a result, the option shall continue to vest and become exercisable on the dates set forth in Section 2(A) above notwithstanding your Retirement, consistent with the terms of the Plan. The terms “Retire” or “Retirement” as used in these Additional Terms and Conditions means your cessation of employment with the Company or any Subsidiary after: (1) the attainment of age 65; (2) the attainment of age 55-59 with at least twenty (20) years of service with the Company or any Subsidiary; or (3) the attainment of age 60 or older and your combination of age and years of service with the Company or any Subsidiary equals at least 75.

(D)Notwithstanding Section 2(A) above, in the event of a Change of Control, any unvested number of options shall vest and become exercisable in accordance with Section 12 of the Plan.

3.Exercisability of Option. Notwithstanding anything herein to the contrary:

(A) Except as otherwise provided in Section 3(B) below, the option shall terminate and cease to be exercisable to the extent vested on the earliest of the following dates:

(i)The date on which you cease to be an employee of the Company or a Subsidiary, unless you cease to be such employee by reason of (a) death, (b) disability, or (c) Retirement;

(ii)Three years after the date of your death if (a) you die while an employee of the Company or a Subsidiary or (b) you die following your Retirement;

(iii)Three years after the date you are terminated by the Company or a Subsidiary as a result of expiration of available disability leave of absence pursuant to applicable Company policy due to sickness or bodily injury;

(iv)Ten years from the Date of Grant; or

(v)The date on which you knowingly or willfully engage in misconduct, which is materially harmful to the interests of the Company or a Subsidiary as determined by the Board.

(B)    Notwithstanding anything in these Additional Terms and Conditions to the contrary, but subject to applicable law, if and only if, at 4:15 p.m. Eastern Time on the date on which the option would otherwise terminate pursuant to Section 3(A)(iv) above (the “Option Expiration Date”), (i) the closing sales price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed as of the Option Expiration Date (or, if there are no sales of Common Stock on such Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred) exceeds the Option Price per share, (ii) to the extent the option is exercisable and you have not exercised the option, and (iii) to the extent the option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the option to have been exercised by you on the Option Expiration Date (and prior to the option’s termination) at such time (the “Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Option Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Option Price payment and minimum required withholding taxes. To clarify, upon Automatic Exercise, the Company will deliver to you the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Option Price plus (y) any minimum required withholding taxes; provided, however, that any fractional share otherwise deliverable to you will be settled in cash.

4.Exercise and Payment of Option. To the extent exercisable, the option may be exercised in whole or in part from time to time by giving appropriate notice (in any form prescribed by the Company). The Option Price shall be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company by you of nonforfeitable, unrestricted shares of Common Stock of the Company owned by you and having an aggregate fair market value at the time of exercise equal to the total Option Price, (iii) through a special sale and remittance procedure pursuant to which you shall concurrently provide irrevocable instructions (A) to a brokerage firm (with such brokerage firm reasonably satisfactory to the Company for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares of Common Stock of the Company and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares of Common Stock of the Company plus all applicable taxes required to be withheld by the Company by reason of such exercise and (B) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Board.

5.Transferability, Binding Effect. The option is not transferable by you otherwise than by will or the laws of descent and distribution, and in no event shall this award be transferred for value. Except as otherwise determined by the Board, this option is exercisable, during your lifetime, only by you or, in the case of your legal incapacity, only by your guardian or legal representative. These Additional Terms and Conditions bind you and your guardians, legal representatives and heirs.

6.Compliance with Law. The option shall not be exercisable if such exercise would involve a violation of any law.

7.Withholding; Taxes. If the Company shall be required to withhold (including required to account to any tax authorities for) any federal, state, local or foreign tax or other amounts in connection with exercise of the option, it shall be a condition to such exercise that you pay or make provision satisfactory to the Company for payment of all such taxes and other amounts. Notwithstanding any other provision of this option award or the Plan, the Company shall not be obligated to guarantee any particular tax result for you with respect to any award and/or payment provided to you hereunder, and you shall be responsible for any taxes or other amounts imposed on you with respect to such award and/or payment.

8.No Right to Future Awards or Employment. The option award is a voluntary, discretionary bonus being made on a one-time basis and does not constitute a commitment to make any future awards. The option award and any related payments made to you will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained herein will confer upon you any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate your employment or other service at any time.

9.Severability. If any provision of these Additional Terms and Conditions or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of these Additional Terms and Conditions and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

10.Governing Law. These Additional Terms and Conditions shall be governed by and construed with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.

11.Application of The Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy. You acknowledge and agree that the terms and conditions set forth in The Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy (the “Policy”) are incorporated in these Additional Terms and Conditions by reference. To the extent the Policy is applicable to you, it creates additional rights for the Company with respect to your option award. In addition, and notwithstanding any other provision in these Additional Terms and Conditions, you further acknowledge and agree that any options subject to recovery under any law, governmental regulation, stock exchange listing requirement or other Company policy or otherwise, including, but not limited to, the Sarbanes-Oxley Act of 2002 and/or the Dodd-Frank Wall Street Reform and Consumer Protection Act, shall be subject to such deductions, recoupment and/or claw-back as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement, or other policy which may operate to create additional rights for the Company with respect to your option award and recovery of amounts relating thereto. By accepting this option award, you hereby agree and acknowledge that you are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any award or amount paid pursuant to the Plan, subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but are not limited to, executing, completing and submitting any documentation necessary to recover or recoup any award or amounts paid under the Plan from your accounts or pending or future compensation awards, including this option award.

12.Electronic Delivery. The Company may, in its sole discretion, deliver any documents relating to your options and your participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third-party designated by the Company.

13.Construction. Your option award is made and granted pursuant to the Plan and is in all respects limited by and subject to the terms of the Plan. In the event of any inconsistency between the Plan and these Additional Terms and Conditions, the terms of the Plan shall control.

14.Compliance with Laws and Regulations; No Shareholder Rights. The issuance of shares of Common Stock pursuant to your exercise of your option shall be subject to compliance by you with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Company’s Common Stock may be listed for trading at the time of such issuance. Neither you, nor any person entitled to exercise your rights in the event of your death, shall have any of the rights and/or privileges of a shareholder with respect to shares of the Company’s Common Stock subject to the option, until such shares have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), notwithstanding the exercise of the option.

15.Binding Effect; No Third Party Beneficiaries. These Additional Terms and Conditions shall be binding upon and inure to the benefit of the Company and you and each of our respective heirs, representatives, successors and permitted assigns. These Additional Terms and Conditions shall not confer any rights or remedies upon any person other than the Company and you and each of our respective heirs, representatives, successor and permitted assigns.

16.Notice. Any notice required to be given or delivered to the Company under the terms of these Additional Terms and Conditions shall be in writing and addressed to the Company at its principal corporate office. Except to the extent electronic notice is authorized hereunder, any notice required to be given or delivered to you shall be in writing and addressed to you at your most recent address set forth in the Company’s records. All notices shall be deemed effective upon personal delivery (or electronic delivery to the extent authorized hereunder) or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

17.Section 409A. The option is intended to be excepted from coverage under Section 409A of the Code (“Section 409A”) and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without your consent, modify or amend these Additional Terms and Conditions, impose conditions on the timing and effectiveness of the exercise of the option by you, or take any other action it deems necessary or advisable, to cause the option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding the foregoing, you recognize and acknowledge that Section 409A may impose upon you certain taxes or interest charges for which you are and shall remain solely responsible.

THE SHERWIN-WILLIAMS COMPANY

2006 EQUITY AND PERFORMANCE INCENTIVE PLAN

(AMENDED AND RESTATED AS OF APRIL 19, 2017)

Incentive Stock Option Award - Additional Terms and Conditions

1.Grant and Nature of Option. The Board of Directors (the “Board”) of The Sherwin-Williams Company (the “Company”) has granted an option to you pursuant to an Evidence of Award that has been delivered to you. This option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Each option entitles you to purchase from the Company one share of Common Stock at the Option Price per share, in accordance with the terms of The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of April 19, 2017, the “Plan”), the related Prospectus, the Evidence of Award, these Additional Terms and Conditions, and such other rules and procedures as may be adopted by the Company. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.

2.Vesting of Option.

(A) The option (unless terminated as hereinafter provided) shall become vested and exercisable only to the extent of one-third of the shares after you shall have been in the continuous employ of the Company or any Subsidiary for one full year from the Date of Grant and to the extent of an additional one-third of such shares after each of the next two successive full years thereafter during which you shall have been in the continuous employ of the Company or any Subsidiary.

(B)Notwithstanding Section 2(A) above, the option shall immediately vest and become exercisable in full if you should die while in the employ of the Company or any Subsidiary.

(C)Notwithstanding Section 2(A) above, if you should “Retire” while in the employ of the Company or any Subsidiary, you shall be treated as being in the continuous employ with the Company or any Subsidiary during your “Retirement” for purposes of this Section 2 and, as a result, the option shall continue to vest and become exercisable on the dates set forth in Section 2(A) above notwithstanding your Retirement, consistent with the terms of the Plan. The terms “Retire” or “Retirement” as used in these Additional Terms and Conditions means your cessation of employment with the Company or any Subsidiary after: (1) the attainment of age 65; (2) the attainment of age 55-59 with at least twenty (20) years of service with the Company or any Subsidiary; or (3) the attainment of age 60 or older and your combination of age and years of service with the Company or any Subsidiary equals at least 75.

(D)Notwithstanding Section 2(A) above, in the event of a Change of Control, any unvested number of options shall vest and become exercisable in accordance with Section 12 of the Plan.

3.Exercisability of Option. Notwithstanding anything herein to the contrary:

(A) Except as otherwise provided in Section 3(B) below, the option shall terminate and cease to be exercisable to the extent vested on the earliest of the following dates:

(i)The date on which you cease to be an employee of the Company or a Subsidiary, unless you cease to be such employee by reason of (a) death, (b) disability, or (c) Retirement;

(ii)Three years after the date of your death if (a) you die while an employee of the Company or a Subsidiary or (b) you die following your Retirement;

(iii)Three years after the date you are terminated by the Company or a Subsidiary as a result of expiration of available disability leave of absence pursuant to applicable Company policy due to sickness or bodily injury;

(iv)Ten years from the Date of Grant; or

(v)The date on which you knowingly or willfully engage in misconduct, which is materially harmful to the interests of the Company or a Subsidiary as determined by the Board.

(B)Notwithstanding anything in these Additional Terms and Conditions to the contrary, but subject to applicable law, if and only if, at 4:15 p.m. Eastern Time on the date on which the option would otherwise terminate pursuant to Section 3(A)(iv) above (the “Option Expiration Date”), (i) the closing sales price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed as of the Option Expiration Date (or, if there are no sales of Common Stock on such Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred) exceeds the Option Price per share, (ii) to the extent the option is exercisable and you have not exercised the option, and (iii) to the extent the option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the option to have been exercised by you on the Option Expiration Date (and prior to the option’s termination) at such time (the “Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Option Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Option Price payment and minimum required withholding taxes. To clarify, upon Automatic Exercise, the Company will deliver to you the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Option Price plus (y) any minimum required withholding taxes; provided, however, that any fractional share otherwise deliverable to you will be settled in cash.

4.Exercise and Payment of Option. To the extent exercisable, the option may be exercised in whole or in part from time to time by giving appropriate notice (in any form prescribed by the Company). The Option Price shall be payable (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company by you of nonforfeitable, unrestricted shares of Common Stock of the Company owned by you and having an aggregate fair market value at the time of exercise equal to the total Option Price, (iii) through a special sale and remittance procedure pursuant to which you shall concurrently provide irrevocable instructions (A) to a brokerage firm (with such brokerage firm reasonably satisfactory to the Company for purposes of administering such procedure in compliance with any applicable pre-clearance or pre-notification requirements) to effect the immediate sale of the purchased shares of Common Stock of the Company and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares of Common Stock of the Company plus all applicable taxes required to be withheld by the Company by reason of such exercise and (B) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm on the settlement date in order to complete the sale, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Board.

5.Designation as Incentive Stock Option. The option is designated as an incentive stock option under Section 422 of the Code. Notwithstanding the foregoing: (i) the option shall not qualify as an incentive stock option under the Code if (A) you make a disposition of the Common Stock you receive upon exercise of the option within two years from the date of grant or within one year after the transfer of such Common Stock to you, or (B) you are not an employee of the Company or its Subsidiaries on the day that is three months (or 12 months in the event of your disability (within the meaning of Section 22(e)(3) of the Code)) before the date you exercise the option; and (ii) if the aggregate fair market value of the Common Stock on the Date of Grant with respect to which incentive stock options are exercisable for the first time by you during any calendar year under the Plan or any other stock option plan of the Company or a parent or subsidiary exceeds $100,000, then the option, as to the excess, shall be treated as a non-qualified stock option that does not meet the requirements of Section 422 of the Code. If and to the extent that the option fails to qualify as an incentive stock option under the Code, the option shall remain outstanding according to its terms as a non-qualified stock option. You acknowledge and agree that (A) favorable incentive stock option tax treatment is available only if the option is exercised while you are an employee of the Company or a parent or subsidiary of the Company or within a period of time specified in the Code after you cease to be an employee, (B) you are responsible for the income tax consequences of the option and, among other tax consequences, you understand that you may be subject to the alternative minimum tax under the Code in the year in which the option is exercised, (C) you will consult with your tax adviser regarding the tax consequences of the option, and (D) you shall immediately notify the Company in writing, and provide the Company with any information requested by it, if you sell or otherwise dispose of any shares of the Company’s Common Stock acquired upon the exercise of the option and such sale or other disposition occurs on or before the later of (i) two years after the date of grant or (ii) one year after the exercise of the option.

6.Transferability, Binding Effect. The option is not transferable by you otherwise than by will or the laws of descent and distribution, and in no event shall this award be transferred for value. This option is exercisable, during your lifetime, only by you. These Additional Terms and Conditions bind you and your guardians, legal representatives and heirs.

7.Compliance with Law. The option shall not be exercisable if such exercise would involve a violation of any law.

8.Withholding; Taxes. If the Company shall be required to withhold (including required to account to any tax authorities for) any federal, state, local or foreign tax or other amounts in connection with exercise of the option, it shall be a condition to such exercise that you pay or make provision satisfactory to the Company for payment of all such taxes and other amounts. Notwithstanding any other provision of this option award or the Plan, the Company shall not be obligated to guarantee any particular tax result for you with respect to any award and/or payment provided to you hereunder, and you shall be responsible for any taxes or other amounts imposed on you with respect to such award and/or payment.

9.No Right to Future Awards or Employment. The option award is a voluntary, discretionary bonus being made on a one-time basis and does not constitute a commitment to make any future awards. The option award and any related payments made to you will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained herein will confer upon you any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate your employment or other service at any time.

10.Severability. If any provision of these Additional Terms and Conditions or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of these Additional Terms and Conditions and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

11.Governing Law. These Additional Terms and Conditions shall be governed by and construed with the internal substantive laws of the State of Ohio, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.

12.Application of The Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy. You acknowledge and agree that the terms and conditions set forth in The Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy (the “Policy”) are incorporated in these Additional Terms and Conditions by reference. To the extent the Policy is applicable to you, it creates additional rights for the Company with respect to your option award. In addition, and notwithstanding any other provision in these Additional Terms and Conditions, you further acknowledge and agree that any options subject to recovery under any law, governmental regulation, stock exchange listing requirement or other Company policy or otherwise, including, but not limited to, the Sarbanes-Oxley Act of 2002 and/or the Dodd-Frank Wall Street Reform and Consumer

Protection Act, shall be subject to such deductions, recoupment and/or claw-back as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement, or other policy which may operate to create additional rights for the Company with respect to your option award and recovery of amounts relating thereto. By accepting this option award, you hereby agree and acknowledge that you are obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover or recoup any award or amount paid pursuant to the Plan, subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but are not limited to, executing, completing and submitting any documentation necessary to recover or recoup any award or amounts paid under the Plan from your accounts or pending or future compensation awards, including this option award.

13.Electronic Delivery. The Company may, in its sole discretion, deliver any documents relating to your options and your participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third-party designated by the Company.

14.Construction. Your option award is made and granted pursuant to the Plan and is in all respects limited by and subject to the terms of the Plan. In the event of any inconsistency between the Plan and these Additional Terms and Conditions, the terms of the Plan shall control.

15.Compliance with Laws and Regulations; No Shareholder Rights. The issuance of shares of Common Stock pursuant to your exercise of your option shall be subject to compliance by you with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Company’s Common Stock may be listed for trading at the time of such issuance. Neither you, nor any person entitled to exercise your rights in the event of your death, shall have any of the rights and/or privileges of a shareholder with respect to shares of the Company’s Common Stock subject to the option, until such shares have been issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), notwithstanding the exercise of the option.

16.Binding Effect; No Third Party Beneficiaries. These Additional Terms and Conditions shall be binding upon and inure to the benefit of the Company and you and each of our respective heirs, representatives, successors and permitted assigns. These Additional Terms and Conditions shall not confer any rights or remedies upon any person other than the Company and you and each of our respective heirs, representatives, successor and permitted assigns.

17.Notice. Any notice required to be given or delivered to the Company under the terms of these Additional Terms and Conditions shall be in writing and addressed to the Company at its principal corporate office. Except to the extent electronic notice is authorized hereunder, any notice required to be given or delivered to you shall be in writing and addressed to you at your most recent address set forth in the Company’s records. All notices shall be deemed effective upon personal delivery (or electronic delivery to the extent authorized hereunder) or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

18.Section 409A. The option is intended to be excepted from coverage under Section 409A of the Code (“Section 409A”) and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without your consent, modify or amend these Additional Terms and Conditions, impose conditions on the timing and effectiveness of the exercise of the option by you, or take any other action it deems necessary or advisable, to cause the option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). Notwithstanding the foregoing, you recognize and acknowledge that Section 409A may impose upon you certain taxes or interest charges for which you are and shall remain solely responsible.

EX-10.2

EXHIBIT 10.2

Schedule of Executive Officers who are Parties

to the Amended and Restated Severance Agreements in the Forms Filed as

Exhibit 10(e) to the Company's Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2010

Form A of Severance Agreement

John G. Morikis

Sean P. Hennessy

Form B of Severance Agreement

Joel D. Baxter

Robert J. Davisson

Robert J. Wells

Form C of Severance Pay Agreement

Jane M. Cronin

Mary L. Garceau

Thomas P. Gilligan

Allen J. Mistysyn

David B. Sewell

EX-31.A

EXHIBIT 31(a)

CERTIFICATION

I, John G. Morikis, 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:	October 25, 2017	/s/ John G. Morikis
		John G. Morikis
		Chairman, President and Chief Executive Officer

EX-31.B

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:	October 25, 2017	/s/ Allen J. Mistysyn
		Allen J. Mistysyn
		Senior Vice President-Finance and
		Chief Financial Officer

EX-32.A

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 September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John G. Morikis, Chairman, 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:	October 25, 2017	/s/ John G. Morikis
		John G. Morikis
		Chairman, 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.

EX-32.B

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 September 30, 2017 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:	October 25, 2017	/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.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2017 shares
Document and Entity Information [Abstract]
Entity Registrant Name	SHERWIN WILLIAMS CO
Entity Central Index Key	0000089800
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	93,513,916

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Statements of Consolidated Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net sales	$ 4,507,020	$ 3,279,462	$ 11,004,224	$ 9,073,011
Cost of goods sold	2,604,878	1,643,037	6,021,752	4,538,840
Gross profit	$ 1,902,142	$ 1,636,425	$ 4,982,472	$ 4,534,171
Percent to net sales	42.20%	49.90%	45.30%	50.00%
Selling, general and administrative expenses	$ 1,306,121	$ 1,050,081	$ 3,461,788	$ 3,095,250
Percent to net sales	29.00%	32.00%	31.50%	34.10%
Other general expense - net	$ 4,109	$ 813	$ 6,160	$ 21,100
Amortization	83,711	8,183	118,799	19,549
Interest expense	91,593	44,100	174,017	110,710
Interest and net investment income	(2,448)	(1,647)	(6,819)	(3,086)
Other income - net	(8,666)	(725)	(14,803)	(551)
Income from continuing operations before income taxes	427,722	535,620	1,243,330	1,291,199
Income taxes	111,116	148,887	326,921	361,526
Net income from continuing operations	316,606	386,733	916,409	929,673
Loss from discontinued operations (see Note 3)
Income taxes			41,540
Net loss from discontinued operations	0	0	(41,540)	0
Net income	$ 316,606	$ 386,733	$ 874,869	$ 929,673
Basic net income per common share
Continuing operations (in dollars per share)	$ 3.40	$ 4.20	$ 9.88	$ 10.13
Discontinued operations (in dollars per share)	0.00	0.00	(0.45)	0.00
Net income per common share (in dollars per share)	3.40	4.20	9.43	10.13
Diluted net income per common share
Continuing operations (in dollars per share)	3.33	4.08	9.67	9.85
Discontinued operations (in dollars per share)	0.00	0.00	(0.44)	0.00
Net income per common share (in dollars per share)	$ 3.33	$ 4.08	$ 9.23	$ 9.85
Average shares outstanding - basic (in shares)	92,988,118	91,992,854	92,793,275	91,752,482
Average shares and equivalents outstanding - diluted (in shares)	95,207,884	94,771,807	94,817,669	94,421,190
Comprehensive income	$ 383,541	$ 390,601	$ 962,919	$ 858,547

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Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Current assets:
Cash and cash equivalents	$ 207,937	$ 889,793	$ 702,569
Accounts receivable, less allowance	2,426,222	1,230,987	1,458,073
Inventories:
Finished goods	1,333,798	898,627	947,059
Work in process and raw materials	370,415	169,699	165,453
Total net inventory	1,704,213	1,068,326	1,112,512
Deferred income taxes		57,162	148,550
Other current assets	345,532	381,030	286,527
Total current assets	4,683,904	3,627,298	3,708,231
Goodwill	6,915,028	1,126,892	1,144,738
Intangible assets	6,471,527	255,010	255,159
Deferred pension assets	224,330	225,529	246,051
Other assets	589,319	421,904	479,670
Property, plant and equipment:
Land	252,832	115,555	118,170
Buildings	992,862	714,815	709,640
Machinery and equipment	2,642,019	2,153,437	2,118,049
Construction in progress	149,927	117,126	111,252
Total gross property, plant and equipment	4,037,640	3,100,933	3,057,111
Less allowances for depreciation	2,142,091	2,005,045	1,973,189
Total net property, plant and equipment	1,895,549	1,095,888	1,083,922
Total Assets	20,779,657	6,752,521	6,917,771
Current liabilities:
Short-term borrowings	164,133	40,739	50,325
Accounts payable	1,832,434	1,034,608	1,224,358
Compensation and taxes withheld	500,977	398,045	379,887
Accrued taxes	280,854	76,765	145,167
Current portion of long-term debt	701,419	700,475	1,679
Other accruals	891,844	578,547	714,391
Total current liabilities	4,371,661	2,829,179	2,515,807
Long-term debt	10,083,828	1,211,326	1,909,713
Postretirement benefits other than pensions	262,543	250,397	253,457
Deferred income taxes	2,611,065	73,833	132,327
Other long-term liabilities	709,571	509,345	508,684
Shareholders’ equity:
Common stock	117,189	116,563	116,457
Other capital	2,654,176	2,488,564	2,451,196
Retained earnings	4,685,313	4,049,497	3,924,686
Treasury stock, at cost	(4,263,388)	(4,235,832)	(4,236,335)
Cumulative other comprehensive loss	(452,301)	(540,351)	(658,221)
Total shareholders' equity	2,740,989	1,878,441	1,597,783
Total Liabilities and Shareholders’ Equity	$ 20,779,657	$ 6,752,521	$ 6,917,771

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Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 1	$ 1	$ 1
Common stock, shares outstanding (in shares)	93,513,916	93,013,031	92,907,741

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Condensed Statements of Consolidated Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
OPERATING ACTIVITIES
Net income	$ 874,869	$ 929,673
Adjustments to reconcile net income to net operating cash:
Loss from discontinued operations	41,540	0
Depreciation	162,214	128,313
Amortization of intangible assets	118,799	19,549
Amortization of inventory step-up	114,025
Stock-based compensation expense	59,146	48,115
Amortization of credit facility and debt issuance costs	5,969	44,823
Provisions for qualified exit costs	32,416	1,541
Provisions for environmental-related matters	5,812	21,219
Defined benefit pension plans net cost	15,246	12,550
Net change in postretirement liability	(7,422)	961
Other	93	8,448
Change in working capital accounts - net	(163,513)	(241,619)
Costs incurred for environmental-related matters	(8,254)	(8,825)
Costs incurred for qualified exit costs	(26,925)	(5,074)
Other	34,817	6,860
Net operating cash	1,258,832	966,534
INVESTING ACTIVITIES
Capital expenditures	(143,406)	(173,101)
Acquisitions of businesses, net of cash acquired and divestiture (see Note 3)	(8,810,314)
Proceeds from sale of assets	39,528	5,545
Decrease (increase) in other investments	3,499	(69,143)
Net investing cash	(8,910,693)	(236,699)
FINANCING ACTIVITIES
Net (decrease) increase in short-term borrowings	(113,942)	6,547
Proceeds from long-term debt	8,269,930	500
Payments of long-term debt	(951,253)	(1,150)
Payments for credit facility and debt issuance costs	(49,022)	(61,433)
Payments of cash dividends	(239,016)	(233,863)
Proceeds from stock options exercised	93,791	66,337
Other	(20,434)	(12,644)
Net financing cash	6,990,054	(235,706)
Effect of exchange rate changes on cash	(20,049)	2,696
Net (decrease) increase in cash and cash equivalents	(681,856)	496,825
Cash and cash equivalents at beginning of year	889,793	205,744
Cash and cash equivalents at end of period	207,937	702,569
Income taxes paid	403,495	314,663
Interest paid	$ 88,776	$ 115,370

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Basis of Presentation

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (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 U.S. 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.

There have been no significant changes in critical accounting policies since December 31, 2016. Accounting estimates were revised as necessary during the first nine months of 2017 based on new information and changes in facts and circumstances. Certain amounts in the 2016 condensed consolidated financial statements have been reclassified to conform to the 2017 presentation. See Note 14 for information on the changes in the Company's reportable segments.

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. The final year-end valuation of inventory is based on a cycle count program or an annual physical inventory count performed during the third and fourth quarters. For further information on inventory valuations and other matters, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2016.

The consolidated results for the three and nine months endedSeptember 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.

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Impact of Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2017, the Company adopted the Accounting Standard Update (ASU) No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which eliminates the requirement for separate presentation of current and non-current portions of deferred tax. Subsequent to adoption, all deferred tax assets and deferred tax liabilities are presented as non-current on the balance sheet. The changes have been applied prospectively as permitted by the ASU and prior years have not been restated. The adoption of this ASU does not have a material effect on the Company's results of operations, financial condition or liquidity.

In March 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs." The standard requires the service component of pension and other postretirement benefit expense to be presented in the same income statement lines as other employee compensation costs, however, the other components will be presented outside of operating income. In addition, only the service cost component will be eligible for capitalization in assets. The standard is effective starting in 2018, with early adoption permitted. Retrospective application is required for the guidance on the income statement presentation. Prospective application is required for the guidance on the cost capitalization in assets. The Company is in the process of evaluating the impact of the standard.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” This standard simplifies the accounting for goodwill impairment by eliminating the Step 2 requirement to calculate the implied fair value of goodwill. Instead, if a reporting unit's carrying amount exceeds its fair value, an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard will be applied prospectively and is effective for impairment tests performed after December 15, 2019, with early adoption permitted. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which consists of a comprehensive lease accounting standard. Under the new standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight line basis (operating leases) or based on an effective interest method (financing leases). The new standard is effective for interim and annual periods starting in 2019. A modified retrospective transition approach is required with certain practical expedients available.  The Company has made significant progress with its assessment process, and anticipates this standard will have a material impact on its consolidated balance sheet. While the Company continues to assess all potential impacts of the standard, it currently believes the most significant impact relates to recording lease assets and related liabilities on the balance sheet for its retail operations in The Americas Group.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance for certain aspects of recognition, measurement and disclosure of financial instruments. The standard is effective for interim and annual periods starting in 2018, and early adoption is not permitted. Although the Company continues to assess the potential impacts of the standard, it currently believes that the main impact will be that changes in fair value of marketable securities currently classified as available-for-sale will be recognized in earnings rather than in other comprehensive income. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which consists of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company expects to adopt the standard using the modified retrospective method. The Company is nearing completion of its determination of the expanded disclosures regarding revenue, as well as potential impacts on timing of recognition in some arrangements with variable consideration or contracts for the sale of goods or services. In addition, the Company has made progress with developing plans for enhancements to its information systems and internal controls in response to the new rule requirements.

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Acquisitions

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

On June 1, 2017, the Company completed the acquisition of Valspar at $113 per share in an all cash transaction for a total purchase price of $8.9 billion, net of divestiture proceeds of $431.0 million. As previously disclosed, on April 11, 2017, the Company and Valspar entered into a definitive agreement with Axalta Coating Systems Ltd. to divest the assets related to Valspar's North American industrial wood coatings business. The divestiture was also completed on June 1, 2017, and is reported as a discontinued operation with no pre-tax gain or loss but includes the tax expense effect of this separate transaction. Proceeds of $431.0 million were received for the divested assets sold. The divestiture resulted in a tax provision of $41.5 million, which reduced basic and diluted net income per common share for the nine months ended September 30, 2017 by $.45 and $.44, respectively. The Valspar acquisition expands the Company's diversified array of brands and technologies, expands its global platform and adds new capabilities in its packaging and coil businesses.

The preliminary allocation of the fair value of the Valspar acquisition is summarized in the table below. Allocations are based on the acquisition method of accounting and in-process third-party valuation appraisals. The allocation of the fair value will be finalized within the allowable measurement period.

(Millions of dollars)
Cash	$	129.1
Accounts receivable	817.5
Inventories	688.9
Indefinite-lived trademarks	1,284.7
Finite-lived intangible assets	5,034.7
Goodwill	5,753.4
Property, plant and equipment	813.5
All other assets	254.8
Accounts payable	(553.2		)
Long-term debt	(1,603.5		)
Deferred taxes	(2,599.8		)
All other liabilities	(1,080.7		)
Total	$	8,939.4
Total, net of cash	$	8,810.3

Finite-lived intangible assets include customer relationships of $3.0 billion and intellectual property and technology of $2.0 billion, which are being amortized over weighted average amortization periods ranging from 15 to 20 years. Based on the preliminary purchase accounting, goodwill of $3.0 billion, $1.7 billion and $1.0 billion was recorded in Performance Coatings, Consumer Brands and The Americas Groups, respectively, and relates primarily to expected synergies.

The Company's Net sales and Income from continuing operations for the three and nine months ended September 30, 2017 include sales of $1.075 billion and $1.456 billion, respectively, and a profit before tax of $66.8 million and $80.9 million related to the Valspar acquisition. Net income from continuing operations for the three and nine months endedSeptember 30, 2017 includes approximately $78.0 million and $100.9 million of intangibles amortization expense, respectively, and $78.6 million and $114.8 million of inventory step-up amortization included in cost of sales, respectively. During the nine months ended September 30, 2017 and 2016, the Company incurred transaction and integration related SG&A expense of $59.7 million and $49.2 million, respectively, and interest expense of $112.2 million and $49.9 million, respectively, related to the acquisition of Valspar.

The following pro forma information presents consolidated financial information as if Valspar had been acquired at the beginning of 2016. Pro forma adjustments have been made to exclude Valspar's North American industrial wood coatings business results and certain transaction and integration costs from all periods presented. Interest expense has been adjusted as though total debt outstanding at June 1, 2017 had been outstanding at January 1, 2016. Each quarter presented includes intangible amortization expense of approximately $78.0 million resulting from the preliminary purchase accounting. The full $114.8 million of inventory step-up amortization resulting from the preliminary purchase accounting asset step-up has been included in the first quarter of 2016 to reflect the pro forma transaction date of January 1, 2016, and thus the inventory step-up amortization of $78.6 million and $114.8 million recorded in the three and nine months endedSeptember 30, 2017, respectively, has been excluded. The unaudited pro forma consolidated financial information does not necessarily reflect the actual results that would have occurred had the acquisition taken place on January 1, 2016, nor is it meant to be indicative of future results of operations of the combined companies under the ownership and operation of the Company.

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Net sales	$	4,507,020	$	4,309,284	$	12,655,349	$	12,103,829
Net income from continuing operations	395,497		378,217		969,554		823,344
Net income per common share from continuing operations:
Basic	$	4.25	$	4.11	$	10.45	$	8.97
Diluted	$	4.15	$	3.99	$	10.23	$	8.72

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Dividends

9 Months Ended

Sep. 30, 2017

Dividends [Abstract]

DIVIDENDS

DIVIDENDS

Dividends paid on common stock for each of the first three quarters of 2017 and 2016 were $.85 per common share and $.84 per common share, respectively.

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Changes in Cumulative Other Comprehensive Loss

9 Months Ended

Sep. 30, 2017

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

CHANGES IN CUMULATIVE OTHER COMPREHENSIVE LOSS

CHANGES IN CUMULATIVE OTHER COMPREHENSIVE LOSS

The following tables summarize the changes in Cumulative other comprehensive loss for the nine months ended September 30, 2017 and 2016:

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net Gains on Available-for-Sale Securities			Unrealized Net Gains (Losses) on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2016	$	(501,277	)	$	(125,096	)	$	1,015		$	85,007		$	(540,351	)
Amounts recognized in Other comprehensive loss (1)	119,274						1,513			(30,754		)	90,033
Amounts reclassified from Other comprehensive loss (2)				794			(844		)	(1,933		)	(1,983		)
Net change	119,274			794			669			(32,687		)	88,050
Balance at September 30, 2017	$	(382,003	)	$	(124,302	)	$	1,684		$	52,320		$	(452,301	)

⁽¹⁾ Net of taxes of $(931) for unrealized net gains on available-for-sale securities and $18,895 for unrealized net losses on cash flow hedges.

⁽²⁾ Net of taxes of $(299) for pension and other postretirement benefit adjustments, $518 for realized gains on the sale of available-for-sale securities and $1,188 for realized gains on cash flow hedges.

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net (Losses) Gains on Available-for-Sale Securities			Unrealized Net Losses on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2015	$	(482,629	)	$	(104,346	)	$	(120	)				$	(587,095	)
Amounts recognized in Other comprehensive loss (3)	24,702						822			$	(97,223	)	(71,699		)
Amounts reclassified from Other comprehensive loss (4)				474			99						573
Net change	24,702			474			921			(97,223		)	(71,126		)
Balance at September 30, 2016	$	(457,927	)	$	(103,872	)	$	801		$	(97,223	)	$	(658,221	)

⁽³⁾ Net of taxes of $(509) for unrealized net gains on available-for-sale securities and $60,093 for unrealized net losses on cash flow hedges.

⁽⁴⁾ Net of taxes of $10 for pension and other postretirement benefit adjustments and $(61) for realized losses on the sale of available-for-sale securities.

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Product Warranties

9 Months Ended

Sep. 30, 2017

Product Warranties Disclosures [Abstract]

PRODUCT WARRANTIES

PRODUCT WARRANTIES

Changes in the Company’s accrual for product warranty claims during the first nine months of 2017 and 2016, including customer satisfaction settlements, were as follows:

(Thousands of dollars)
	2017			2016
Balance at January 1	$	34,419		$	31,878
Charges to expense	27,802			25,391
Settlements	(41,408		)	(25,330		)
Acquisition	107,321
Balance at September 30	$	128,134		$	31,939

Warranty accruals of $107.3 million were acquired in connection with the Valspar acquisition. This amount includes warranties for certain products under extended furniture protection plans. In the U.S., revenue related to furniture protection plans is deferred and recognized over the contract life.

For further details on the Company’s accrual for product warranty claims, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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Exit or Disposal Activities

9 Months Ended

Sep. 30, 2017

Restructuring and Related Activities [Abstract]

EXIT OR DISPOSAL ACTIVITIES

EXIT OR DISPOSAL ACTIVITIES

Liabilities associated with exit or disposal activities are recognized as incurred in accordance with the Exit or Disposal Cost Obligations Topic of the ASC. Qualified exit costs primarily include post-closure rent expenses, incremental post-closure costs and costs of employee terminations. Adjustments may be made to liabilities accrued for qualified exit costs if information becomes available upon which more accurate amounts can be reasonably estimated. Concurrently, property, plant and equipment is tested for impairment in accordance with the Property, Plant and Equipment Topic of the ASC, and if impairment exists, the carrying value of the related assets is reduced to estimated fair value. Additional impairment may be recorded for subsequent revisions in estimated fair value.

In the nine months ended September 30, 2017, five stores in The Americas Group and two branches in the Performance Coatings Group were closed due to lower demand or redundancy. Accruals for exit or disposal activities of $4.5 million were acquired in connection with the Valspar acquisition. The Company is currently evaluating all legacy operations in response to the Valspar acquisition in order to optimize restructured operations. These acquisition-related restructuring charges to date are recorded in the Administrative segment as presented in the table below in 2017.

The following table summarizes the activity and remaining liabilities associated with qualified exit costs at September 30, 2017:

(Thousands of dollars)
Exit Plan	Balance at December 31, 2016		Acquired Balances		Provisions in Cost of Goods Sold or SG&A		Actual Expenditures Charged to Accrual			Balance at September 30, 2017
Administrative segment acquisition-related restructuring in 2017:
Severance and related costs			$	3,303	$	25,397	$	(20,784	)	$	7,916
Other qualified exit costs			1,153		3,941		(980		)	4,114
Consumer Brands Group facilities shutdown in 2016:
Severance and related costs	$	907			2,934		(3,756		)	85
Performance Coatings Group stores shutdown in 2016:
Severance and related costs	136						(136		)
Other qualified exit costs	269				97		(211		)	155
The Americas Group stores shutdown in 2015:
Other qualified exit costs	195				22		(217		)
Performance Coatings Group stores shutdown in 2015:
Other qualified exit costs	433				25		(448		)	10
Severance and other qualified exit costs for facilities shutdown prior to 2015	1,908						(393		)	1,515
Totals	$	3,848	$	4,456	$	32,416	$	(26,925	)	$	13,795

For further details on the Company’s exit or disposal activities, see Note 5 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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Health Care, Pension and Other Benefits

9 Months Ended

Sep. 30, 2017

Retirement Benefits [Abstract]

HEALTH CARE, PENSION AND OTHER BENEFITS

HEALTH CARE, PENSION AND OTHER BENEFITS

Shown below are the components of the Company’s net periodic benefit cost (credit) for domestic defined benefit pension plans, foreign defined benefit pension plans and postretirement benefits other than pensions:

(Thousands of dollars)	Domestic Defined Benefit Pension Plans						Foreign Defined Benefit Pension Plans						Postretirement Benefits Other than Pensions
	2017			2016			2017			2016			2017			2016
Three Months Ended September 30:
Net periodic benefit cost:
Service cost	$	5,356		$	5,741		$	2,052		$	955		$	524		$	562
Interest cost	8,734			6,587			2,240			1,788			2,755			2,752
Expected return on assets	(13,351		)	(12,514		)	(2,488		)	(1,581		)
Amortization of:
Prior service cost (credit)	341			302									(1,645		)	(1,645		)
Actuarial loss	1,334			1,094			474			230			8
Net periodic benefit cost	$	2,414		$	1,210		$	2,278		$	1,392		$	1,642		$	1,669
Nine Months Ended September 30:
Net periodic benefit cost (credit):
Service cost	$	16,128		$	16,719		$	6,257		$	3,494		$	1,538		$	1,684
Interest cost	22,335			19,873			5,742			5,949			7,991			8,257
Expected return on assets	(34,959		)	(37,648		)	(6,260		)	(5,273		)
Amortization of:
Prior service cost (credit)	1,022			904									(4,935		)	(4,935		)
Actuarial loss	4,657			3,399			324			1,095			24
Settlement (gain) loss										4,038			(9,332		)
Net periodic benefit cost (credit)	$	9,183		$	3,247		$	6,063		$	9,303		$	(4,714	)	$	5,006

The Company acquired new benefit plans in each category above as a result of the Valspar acquisition. The costs (credits) for these plans subsequent to the acquisition date are included in the tables above and are not significant.

The settlement gain recognized in the nine months ended September 30, 2017 relates to the termination of a life insurance benefit plan during the second quarter. The settlement loss recognized in the nine months ended September 30, 2016 relates to the wind up of an acquired Canada plan. For further details on the Company’s health care, pension and other benefits, see Note 6 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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Other Long-Term Liabilities

9 Months Ended

Sep. 30, 2017

Environmental Remediation Obligations [Abstract]

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

The Company initially provides for estimated costs of environmental-related activities relating to its past operations and third party sites for which commitments or clean-up plans have been developed and when such costs can be reasonably estimated based on industry standards and professional judgment. These estimated costs are determined based on currently available facts regarding each site. If the best estimate of 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. At September 30, 2017, the unaccrued maximum of the estimated range of possible outcomes is $84.8 million higher than the minimum.

The Company continuously assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. Actual costs incurred may vary from these 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.

Included in Other long-term liabilities at September 30, 2017 and 2016 were accruals for extended environmental-related activities of $162.9 million and $143.9 million, respectively. Estimated costs of current investigation and remediation activities of $32.6 million and $22.5 million are included in Other accruals at September 30, 2017 and 2016, respectively. Other accruals in the second quarter of 2017 increased $12.6 milliondue toenvironmental-related liabilities the Company assumed as a part of the preliminary opening balance sheet of Valspar and is subject to measurement period adjustments.

Three of the Company’s currently and formerly owned manufacturing sites account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at September 30, 2017. At September 30, 2017, $151.3 million, or 77.4 percent of the total accrual, related directly to these three sites. In the aggregate unaccrued maximum of $84.8 million at September 30, 2017, $70.8 million, or 83.5 percent, related to the three manufacturing sites. 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.

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. 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. 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 period 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 indefinite amount of time to conduct investigation activities at any site, the indefinite amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indefinite amount of time necessary to conduct remediation activities.

For further details on the Company’s Other long-term liabilities, see Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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Litigation

9 Months Ended

Sep. 30, 2017

Loss Contingency, Information about Litigation Matters [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 and 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 seek 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 believes that the litigation brought to date is without merit or subject to meritorious defenses and is vigorously defending such litigation. The Company has not settled any material lead pigment or lead-based paint litigation. The Company expects that additional lead pigment and lead-based paint litigation may be filed against the Company in the future asserting similar or different legal theories and seeking similar or different types of damages and relief.

Notwithstanding the Company’s views on the merits, litigation is inherently subject to many uncertainties, and the Company ultimately may not prevail. Adverse court rulings or determinations of liability, among other factors, could affect the 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. The Company has not accrued any amounts for such litigation. With respect to such litigation, including the public nuisance litigation, the Company does not believe that it is probable that a loss has occurred, and it is not possible to estimate the range of potential losses as there is no prior history of a loss of this nature and there is no substantive information upon which an estimate could be based. In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated. In the event any significant liability is determined to be attributable to the Company relating to such litigation, the recording of the liability may result in a material impact on net income for the annual or interim period during which such liability is accrued. Additionally, 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, liquidity or financial condition cannot be made due to the aforementioned uncertainties.

Public nuisance claim litigation. The Company and other companies are or 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 and the County of Santa Clara, California and other public entities in the State of California. Except for the Santa Clara County, California proceeding, all of these legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings.

The proceedings initiated by the State of Rhode Island included two jury trials. At the conclusion of the second trial, the jury returned a verdict finding that (i) the cumulative presence of lead pigment in paints and coatings on buildings in the State of Rhode Island constitutes a public nuisance, (ii) the Company, along with two other defendants, caused or substantially contributed to the creation of the public nuisance and (iii) the Company and two other defendants should be ordered to abate the public nuisance. The Company and two other defendants appealed and, on July 1, 2008, the Rhode Island Supreme Court, among other determinations, reversed the judgment of abatement with respect to the Company and two other defendants. The Rhode Island Supreme Court’s decision reversed the public nuisance liability judgment against the Company on the basis that the complaint failed to state a public nuisance claim as a matter of law.

The Santa Clara County, California proceeding was initiated in March 2000 in the Superior Court of the State of California, County of Santa Clara. In the original complaint, the plaintiffs asserted various claims including fraud and concealment, strict product liability/failure to warn, strict product liability/design defect, negligence, negligent breach of a special duty, public nuisance, private nuisance, and violations of California’s Business and Professions Code. A number of the asserted claims were resolved in favor of the defendants through pre-trial proceedings. The named plaintiffs in the Fourth Amended Complaint, filed on March 16, 2011, are the Counties of Santa Clara, Alameda, Los Angeles, Monterey, San Mateo, Solano and Ventura, the Cities of Oakland and San Diego and the City and County of San Francisco. The Fourth Amended Complaint asserted a sole claim for public nuisance, alleging that the presence of lead pigments for use in paint and coatings in, on and around residences in the plaintiffs’ jurisdictions constitutes a public nuisance. The plaintiffs sought the abatement of the alleged public nuisance that exists within the plaintiffs’ jurisdictions. A trial commenced on July 15, 2013 and ended on August 22, 2013. The court entered final judgment on January 27, 2014, finding in favor of the plaintiffs and against the Company and two other defendants (ConAgra Grocery Products Company and NL Industries, Inc.). The final judgment held the Company jointly and severally liable with the other two defendants to pay $1.15 billion into a fund to abate the public nuisance. The Company strongly disagrees with the judgment. On February 18, 2014, the Company filed a motion for new trial and a motion to vacate the judgment. The court denied these motions on March 24, 2014. On March 28, 2014, the Company filed a notice of appeal to the Sixth District Court of Appeal for the State of California. The filing of the notice of appeal effects an automatic stay of the judgment without the requirement to post a bond. Oral argument before the Sixth District Court of Appeal was held on August 24, 2017. The Company is awaiting the Sixth District Court of Appeal's decision, which is expected to be issued within 90 days of oral argument. The Company believes that the judgment conflicts with established principles of law and is unsupported by the evidence. The Company has had a favorable history with respect to lead pigment and lead-based paint litigation, particularly other public nuisance litigation, and accordingly, the Company believes that it is not probable that a loss has occurred and it is not possible to estimate the range of potential loss with respect to the case.

Litigation seeking damages from alleged personal injury. The Company and other companies are defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. These proceedings include claims by children allegedly injured from ingestion of lead pigment or lead-containing paint and claims for damages allegedly incurred by the children’s parents or guardians. These proceedings generally seek compensatory and punitive damages, and seek other relief including medical monitoring costs. These proceedings include purported claims by individuals, groups of individuals and class actions.

The plaintiff in Thomas v. Lead Industries Association, et al., initiated an action in state court against the Company, other alleged former lead pigment manufacturers and the Lead Industries Association in September 1999. The claims against the Company and the other defendants included strict liability, negligence, negligent misrepresentation and omissions, fraudulent misrepresentation and omissions, concert of action, civil conspiracy and enterprise liability. Implicit within these claims is the theory of “risk contribution” liability (Wisconsin’s 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. The case ultimately proceeded to trial and, on November 5, 2007, the jury returned a defense verdict, finding that the plaintiff had ingested white lead carbonate, but was not brain damaged or injured as a result. The plaintiff appealed and, on December 16, 2010, the Wisconsin Court of Appeals affirmed the final judgment in favor of the Company and other defendants.

Wisconsin is the only jurisdiction to date to apply a theory of liability with respect to alleged personal injury (i.e., risk contribution/market share liability) that does not require the plaintiff to identify the manufacturer of the product that allegedly injured the plaintiff in the lead pigment and lead-based paint litigation. Although the risk contribution liability theory was applied during the Thomas trial, the constitutionality of this theory as applied to the lead pigment cases has not been judicially determined by the Wisconsin state courts. However, in an unrelated action filed in the United States District Court for the Eastern District of Wisconsin, Gibson v. American Cyanamid, et al., on November 15, 2010, the District Court held that Wisconsin’s risk contribution theory as applied in that case violated the defendants’ right to substantive due process and is unconstitutionally retroactive. The District Court's decision in Gibson v. American Cyanamid, et al., was appealed by the plaintiff to the United States Court of Appeals for the Seventh Circuit. On July 24, 2014, the United States Court of Appeals for the Seventh Circuit reversed the judgment and remanded the case back to the District Court for further proceedings. On January 16, 2015, the defendants filed a petition for certiorari in the United States Supreme Court seeking that Court's review of the Seventh Circuit's decision, and on May 18, 2015, the United States Supreme Court denied the defendants' petition. The case is currently pending in the District Court. Three cases also currently pending in the United States District Court for the Eastern District of Wisconsin (Ravon Owens v. American Cyanamid, et al., Cesar Sifuentes v. American Cyanamid, et al., and Glenn Burton, Jr. v. American Cyanamid, et al.) are being prepared for dispositive motions, and if necessary, trial, although no trial dates have been set by the District Court. In Maniya Allen, et al. v. American Cyanamid, et al., also pending in the United States District Court for the Eastern District of Wisconsin, cases involving eight of the 167 plaintiffs have been selected for discovery, although no trial dates have been set by the District Court.

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

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Other

9 Months Ended

Sep. 30, 2017

Other Income and Expenses [Abstract]

OTHER

OTHER

Other general expense - net

Included in Other general expense - net were the following:

(Thousands of dollars)	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016
Provisions for environmental matters - net	$	4,183		$	683	$	5,812	$	21,219
(Gain) loss on sale or disposition of assets	(74		)	130		348		(119		)
Total	$	4,109		$	813	$	6,160	$	21,100

Provisions for environmental matters - net represent site-specific 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. Environmental-related accruals are not recorded net of insurance proceeds in accordance with the Offsetting Subtopic of the Balance Sheet Topic of the ASC. See Note 9 for further details on the Company’s environmental-related activities.

The (gain) loss on sale or disposition of assets represents net realized (gains) losses associated with the sale or disposal of fixed assets previously used in the conduct of the primary business of the Company.

Other income - net

Included in Other income - net were the following:

(Thousands of dollars)	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Dividend and royalty income	$	(3,064	)	$	(1,346	)	$	(6,106	)	$	(3,511	)
Net expense from banking activities	2,196			2,161			7,181			6,532
Foreign currency transaction related losses (gains)	571			3,779			(2,039		)	7,288
Other income	(12,167		)	(7,920		)	(23,064		)	(18,250		)
Other expense	3,798			2,601			9,225			7,390
Total	$	(8,666	)	$	(725	)	$	(14,803	)	$	(551	)

Foreign currency transaction related losses (gains) represent net realized losses (gains) on U.S. dollar-denominated liabilities of foreign subsidiaries and net realized and unrealized losses (gains) from foreign currency option and forward contracts. There were no material foreign currency option and forward contracts outstanding at September 30, 2017 and 2016.

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

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The effective tax rate for income from continuing operations was 26.0 percent and 26.3 percent for the third quarter and first nine months of 2017, respectively, compared to 27.8 percent and 28.0 percent for the third quarter and first nine months of 2016, respectively. The Company recorded an income tax provision of $41.5 million in the second quarter of 2017 related to the divestiture of Valspar's North American industrial wood coatings business, which is reported as a discontinued operation. See Note 3.Excluding the impact of share-based payments, the effective tax rate was 27.8 percent and 31.0 percent for the third quarter and first nine months of 2017, respectively, compared to 29.9 percent and 31.2 percent for the third quarterandfirst nine months of 2016, respectively.

As of September 30, 2017, the Company's deferred income tax liability related to the preliminary purchase price accounting for Valspar was approximately $2.6 billion. This amount is preliminary and is subject to measurement period adjustments. Included in this amount are third quarter measurement period adjustments for $30.5 million valuation allowance related to foreign tax credits and $48.0 million of estimated tax payable on retained earnings of certain foreign subsidiaries expected to be repatriated by the Company.

At December 31, 2016, the Company had $32.8 million in unrecognized tax benefits, the recognition of which would have an effect of $27.7 million on the effective tax rate. Included in the balance of unrecognized tax benefits at December 31, 2016 was $2.6 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months. This amount represents a decrease in unrecognized tax benefits comprised primarily of items related to federal audits of partnership investments and expiring statutes in federal, foreign and state jurisdictions. In the second quarter of 2017, the Company acquired $19.9 million of unrecognized tax benefits as a part of the preliminary opening balance sheet of Valspar and is subject to measurement period adjustments. During the third quarter of 2017, the Company recorded an additional $4.6 million of unrecognized tax benefits on the opening balance sheet of Valspar and is subject to measurement period adjustments.

The Company classifies all income tax related interest and penalties as income tax expense. At December 31, 2016, the Company had accrued $9.3 million for the potential payment of income tax interest and penalties.

There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2016 during the first nine months of 2017 with the exception of the unrecognized tax benefits recorded as a part of the acquisition of Valspar.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The IRS is currently auditing refund claims that the Company filed for the 2010, 2011 and 2012 tax years and the 2014 and 2015 tax years of a Valspar subsidiary. During the second quarter of 2017, the IRS informed the Company that it will commence an audit of the 2014 and 2015 tax years by the end of 2017. As of September 30, 2017, the federal statute of limitations has not expired for the 2013, 2014 and 2015 tax years.

As of September 30, 2017, the Company is subject to non-U.S. income tax examinations for the tax years of 2010 through 2016. In addition, the Company is subject to state and local income tax examinations for the tax years 2005 through 2016.

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Net Income Per Common Share

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

NET INCOME PER COMMON SHARE

NET INCOME PER COMMON SHARE

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

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
Basic
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Basic net income per common share
Continuing operations	$	3.40	$	4.20	$	9.88		$	10.13
Discontinued operations (2)	—		—		(0.45		)	—
Net income per common share	$	3.40	$	4.20	$	9.43		$	10.13
Diluted
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Stock options and other contingently issuable shares (1)	2,106,912		2,218,617		1,942,845			2,109,359
Non-vested restricted stock grants	112,854		560,336		81,549			559,349
Average common shares outstanding assuming dilution	95,207,884		94,771,807		94,817,669			94,421,190
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Diluted net income per common share
Continuing operations	$	3.33	$	4.08	$	9.67		$	9.85
Discontinued operations (2)	—		—		(0.44		)	—
Net income per common share	$	3.33	$	4.08	$	9.23		$	9.85

⁽¹⁾  Stock options and other contingently issuable shares excludes 26,859 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2017.Stock options and other contingently issuable shares excludes 32,633 and 63,310 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2016, respectively.

⁽²⁾  Relates to the divestiture of Valspar's North American industrial wood coatings business. See Note 3.

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Reportable Segment Information

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

REPORTABLE SEGMENT INFORMATION

REPORTABLE SEGMENT INFORMATION

The Company reports segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources in accordance with the Segment Disclosures Topic of the ASC. Upon completion of the Valspar acquisition in the second quarter of 2017 (see Note 3), the Company made important changes to its organizational and reporting structure that resulted in establishing three new reportable segments. The Americas Group reportable segment includes the Company's previous Paint Stores Group and Latin America Coatings Group, along with a specialty retail business of Valspar. The Americas Group operates stores in the United States, Canada, Latin America, and the Caribbean islands servicing the needs of architectural and industrial painting contractors and do-it-yourself homeowners. The Americas Group sells a variety of architectural paints, coatings and related products through dedicated dealers, home centers, distributors, hardware stores and other retailers throughout Latin America. The Consumer Brands Group reportable segment includes the Company's previous Consumer Group along with Valspar's previous Consumer Paints segment, excluding Valspar's automotive refinishes products business. The Consumer Brands Group supplies a broad portfolio of branded and private-label architectural paints, stains, varnishes, industrial products, wood finishes products, wood preservatives, applicators, corrosion inhibitors, aerosols, caulks and adhesives to retailers and distributors throughout North America, as well as in Australia, China and Europe. The Consumer Brands Group also supports the Company's other businesses around the world with new product research and development, manufacturing, distribution and logistics. The Performance Coatings Group reportable segment includes the Company's previous Global Finishes Group and Valspar's previous Coatings Group segment. The Performance Coatings Group also includes Valspar's automotive refinishes products business, which was previously reported under Valspar's Consumer Paints segment. Valspar’s North American industrial wood coatings business, which was previously reported under the Valspar's Coatings Group segment, was divested. The Performance Coatings Group develops and sells industrial coatings for wood finishing and general industrial (metal and plastic) applications, automotive refinish, protective and marine coatings, coil coatings, packaging coatings and performance-based resins and colorants worldwide. In addition, a specialty coatings business previously in the Company's Consumer Group is now included in the Performance Coatings Group. Prior period segment reporting has been adjusted to reflect the updated reportable segments.

(Thousands of dollars)	Three Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,539,256	$	723,341	$	1,242,336	$	2,087		$	4,507,020
Intersegment transfers	1,184		860,181		4,709		(866,074		)
Total net sales and intersegment transfers	$	2,540,440	$	1,583,522	$	1,247,045	$	(863,987	)	$	4,507,020
Segment profit	$	525,577	$	70,427	$	59,615				$	655,619
Interest expense							$	(91,593	)	(91,593		)
Administrative expenses and other							(136,304		)	(136,304		)
Income from continuing operations      before income taxes *	$	525,577	$	70,427	$	59,615	$	(227,897	)	$	427,722

* Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $35.0 million and $43.5 million, respectively, and intangibles amortization of $19.5 million and $58.4 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $28.0 million of acquisition-related expenses included in SG&A.

	Three Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,384,528	$	398,222	$	495,422	$	1,290		$	3,279,462
Intersegment transfers	10,348		760,594		2,954		(773,896		)
Total net sales and intersegment transfers	$	2,394,876	$	1,158,816	$	498,376	$	(772,606	)	$	3,279,462
Segment profit	$	519,283	$	87,193	$	68,023				$	674,499
Interest expense							$	(44,100	)	(44,100		)
Administrative expenses and other							(94,779		)	(94,779		)
Income from continuing operations before income taxes	$	519,283	$	87,193	$	68,023	$	(138,879	)	$	535,620

	Nine Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,928,657	$	1,583,148	$	2,487,884	$	4,535		$	11,004,224
Intersegment transfers	5,544		2,420,356		15,740		(2,441,640		)
Total net sales and intersegment transfers	$	6,934,201	$	4,003,504	$	2,503,624	$	(2,437,105	)	$	11,004,224
Segment profit	$	1,363,488	$	202,405	$	179,072				$	1,744,965
Interest expense							$	(174,017	)	(174,017		)
Administrative expenses and other							(327,618		)	(327,618		)
Income from continuing operations before income taxes **	$	1,363,488	$	202,405	$	179,072	$	(501,635	)	$	1,243,330

** Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $49.5 million and $65.3 million, respectively, and intangibles amortization of $25.3 million and $75.6 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $59.7 million of acquisition-related expenses included in SG&A.

	Nine Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,366,588	$	1,225,315	$	1,477,252	$	3,856		$	9,073,011
Intersegment transfers	29,001		2,138,180		10,935		(2,178,116		)
Total net sales and intersegment transfers	$	6,395,589	$	3,363,495	$	1,488,187	$	(2,174,260	)	$	9,073,011
Segment profit	$	1,271,236	$	250,223	$	191,073				$	1,712,532
Interest expense							$	(110,710	)	(110,710		)
Administrative expenses and other							(310,623		)	(310,623		)
Income from continuing operations before income taxes	$	1,271,236	$	250,223	$	191,073	$	(421,333	)	$	1,291,199

In the reportable segment financial information, Segment profit was total net sales and intersegment transfers less operating costs and expenses. Domestic intersegment transfers were accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs. International intersegment transfers were accounted for at values comparable to normal unaffiliated customer sales. The Administrative segment includes the administrative expenses of the Company’s corporate headquarters site. Also included in the Administrative segment was interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters, and other expenses which were not directly associated with the reportable segments. The Administrative segment did not include any significant foreign operations. Also included in the Administrative segment was a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the Company, including the Company’s headquarters site, and disposal of idle facilities. Sales of this segment represented external leasing revenue of excess headquarters space or leasing of facilities no longer used by the Company in its primary businesses. Gains and losses from the sale of property were not a significant operating factor in determining the performance of the Administrative segment.

As of September 30, 2017, identifiable assets for The Americas Group, Consumer Brands Group, Performance Coatings Group and Administrative segments were $3.251 billion, $6.110 billion, $10.048 billion and $1.371 billion, respectively. These amounts include preliminary purchase accounting adjustments for Goodwill and Intangibles. The allocation of the fair value will be finalized within the allowable measurement period. As of September 30, 2016, identifiable assets for The Americas Group, Consumer Brands Group, Performance Coatings Group and Administrative segments were $2.333 billion, $2.082 billion, $867.8 million and $1.635 billion, respectively.

Net external sales and segment profit of all consolidated foreign subsidiaries were $964.6 million and $38.0 million, respectively, for the third quarter of 2017, and $439.6 million and $19.6 million, respectively, for the third quarter of 2016. Net external sales and segment profit of all consolidated foreign subsidiaries were $1.987 billion and $52.5 million, respectively, for the nine months of 2017, and$1.295 billionand$46.8 million, respectively, for thenine months of 2016. Long-lived assets of these subsidiaries totaled $1.725 billion and $504.4 million at September 30, 2017 and September 30, 2016, respectively. The increase in net external sales and long-lived assets is primarily due to the Valspar acquisition. Domestic operations accounted for the remaining net external sales, segment profits and long-lived assets. No single geographic area outside the United States was significant relative to consolidated net external sales, income before taxes, or consolidated long-lived assets.

Export sales and sales to any individual customer were each less than 10 percent of consolidated sales to unaffiliated customers during all periods presented.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2017

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. The Company did not have any fair value measurements unrelated to purchase accounting for its non-financial assets and liabilities during the third quarter. Deferred compensation assets and liabilities of $23,830 were acquired in connection with the Valspar acquisition. See Note 3. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis, categorized using the fair value hierarchy:

(Thousands of dollars)
			Quoted Prices
			in Active				Significant
	Fair Value at		Markets for		Significant Other		Unobservable
	September 30,		Identical Assets		Observable Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Deferred compensation plan assets (1)	$	57,952	$	32,286	$	25,666
Liabilities:
Deferred compensation plan liabilities (2)	$	65,297	$	65,297

⁽¹⁾  The deferred compensation plan assets consist of the investment funds maintained for the future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. The cost basis of the investment funds is $54,034.

⁽²⁾ The deferred compensation plan liabilities are the Company’s liabilities under its executive deferred compensation plan. The liabilities represent the fair value of the participant shadow accounts, and the value is based on quoted market prices.

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Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

DEBT

DEBT

The table below summarizes the carrying amount and fair value of the Company’s publicly traded debt and non-publicly traded debt in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. The fair values of the Company’s publicly traded debt are based on quoted market prices. The fair values of the Company’s non-publicly traded debt are 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-publicly traded debt are classified as level 1 and level 2, respectively, in the fair value hierarchy.

(Thousands of dollars)
	September 30, 2017				September 30, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Publicly traded debt	$	9,445,569	$	9,734,890	$	1,907,189	$	2,003,093
Non-publicly traded debt	1,339,678		1,290,634		4,203		3,963

On June 2, 2017 the Company closed its previously announced exchange offers and consent solicitations (collectively, the "Exchange Offer") for the outstanding senior notes of Valspar. Pursuant to the Exchange Offer, the Company issued an aggregate principal amount of approximately $1.478 billion (collectively the "Exchange Notes"). The Exchange Notes are unsecured senior obligations of the Company. The Company did not receive any cash proceeds from the issuance of the Exchange Notes. The Exchange Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
7.250% Senior Notes	2019	$	277,176
4.200% Senior Notes	2022	385,909
3.300% Senior Notes	2025	235,324
3.950% Senior Notes	2026	331,342
4.400% Senior Notes	2045	248,354
		$	1,478,105

On May 16, 2017, the Company issued $6.0 billion of senior notes (collectively the "New Notes") in a public offering. The net proceeds from the issuance of the New Notes were used to fund the acquisition of Valspar. The New Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
2.250% Senior Notes	2020	$	1,500,000
2.750% Senior Notes	2022	1,250,000
3.125% Senior Notes	2024	500,000
3.450% Senior Notes	2027	1,500,000
4.500% Senior Notes	2047	1,250,000
		$	6,000,000

As previously disclosed, the interest rate locks entered into in 2016 settled in March 2017 resulting in a pretax gain of $87.6 million recognized in Cumulative other comprehensive loss. This gain is being amortized from Cumulative other comprehensive loss to a reduction of interest expense over the terms of the New Notes. For the three and nine months endedSeptember 30, 2017, the amortization of the unrealized gain reduced interest expense by $2.1 million and $3.1 million, respectively.

In April 2016, the Company entered into agreements for a $7.3 billion Bridge Loan and a $2.0 billion Term Loan as committed financing for the Valspar acquisition. See Note 3. On June 1, 2017, the Company terminated the agreement for the Bridge Loan and borrowed the full $2.0 billion on the Term Loan. The Term Loan is pre-payable without penalty and carries a 5 year maturity with a variable interest rate of London Interbank Offered Rate plus an additional 1.25%. As of September 30, 2017, the term loan had an outstanding balance of $1.1 billion at an approximate interest rate of 2.49%.

In August 2017, the Company entered into a floating rate loan of €225.0 million and a fixed rate loan of €20.0 million. The floating rate loan agreement bears interest at the six-month Euro Interbank Offered Rate plus a margin. The fixed rate loan bears interest at 0.92%. The proceeds will be used for general corporate purposes, including repaying a portion of outstanding short-term borrowings. The loans mature on August 23, 2021.

In September 2017, the Company entered into a five-year letter of credit agreement with an aggregate availability of $250.0 million. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement on September 30, 2017.

During the first six months of 2017, the Company amended the five-year credit agreement entered into in May 2016 to increase the aggregate availability to $500.0 million. The credit agreement will be used for general corporate purposes. There were no borrowings outstanding under this credit agreement at September 30, 2017.

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Non-Traded Investments

9 Months Ended

Sep. 30, 2017

Non-Traded Investments [Abstract]

NON-TRADED INVESTMENTS

NON-TRADED INVESTMENTS

The Company has invested in the U.S. affordable housing and historic renovation real estate markets. These non-traded investments have been identified as variable interest entities. However, because the Company does not have the power to direct the day-to-day operations of the investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary. In accordance with the Consolidation Topic of the ASC, the investments are not consolidated. For affordable housing investments entered into prior to the January 1, 2015 adoption of ASU No. 2014-01, the Company uses the effective yield method to determine the carrying value of the investments. Under the effective yield method, the initial cost of the investments is amortized to income tax expense over the period that the tax credits are recognized. For affordable housing investments entered into on or after the January 1, 2015 adoption of ASU No. 2014-01, the Company uses the proportional amortization method. Under the proportional amortization method, the initial cost of the investments is amortized to income tax expense in proportion to the tax credits and other tax benefits received. The carrying amount of the affordable housing and historic renovation investments, included in Other assets, was $224.7 million and $245.7 million at September 30, 2017 and 2016, respectively. The liability for estimated future capital contributions to the investments was $166.3 million and $189.9 million at September 30, 2017 and 2016, respectively.

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (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 U.S. 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.

Reclassifications

Certain amounts in the 2016 condensed consolidated financial statements have been reclassified to conform to the 2017 presentation.

Inventory

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. The final year-end valuation of inventory is based on a cycle count program or an annual physical inventory count performed during the third and fourth quarters. For further information on inventory valuations and other matters, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2016.

Impact of Recently Issued Accounting Pronouncements

Effective January 1, 2017, the Company adopted the Accounting Standard Update (ASU) No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which eliminates the requirement for separate presentation of current and non-current portions of deferred tax. Subsequent to adoption, all deferred tax assets and deferred tax liabilities are presented as non-current on the balance sheet. The changes have been applied prospectively as permitted by the ASU and prior years have not been restated. The adoption of this ASU does not have a material effect on the Company's results of operations, financial condition or liquidity.

In March 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs." The standard requires the service component of pension and other postretirement benefit expense to be presented in the same income statement lines as other employee compensation costs, however, the other components will be presented outside of operating income. In addition, only the service cost component will be eligible for capitalization in assets. The standard is effective starting in 2018, with early adoption permitted. Retrospective application is required for the guidance on the income statement presentation. Prospective application is required for the guidance on the cost capitalization in assets. The Company is in the process of evaluating the impact of the standard.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” This standard simplifies the accounting for goodwill impairment by eliminating the Step 2 requirement to calculate the implied fair value of goodwill. Instead, if a reporting unit's carrying amount exceeds its fair value, an impairment charge will be recorded based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard will be applied prospectively and is effective for impairment tests performed after December 15, 2019, with early adoption permitted. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which consists of a comprehensive lease accounting standard. Under the new standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight line basis (operating leases) or based on an effective interest method (financing leases). The new standard is effective for interim and annual periods starting in 2019. A modified retrospective transition approach is required with certain practical expedients available.  The Company has made significant progress with its assessment process, and anticipates this standard will have a material impact on its consolidated balance sheet. While the Company continues to assess all potential impacts of the standard, it currently believes the most significant impact relates to recording lease assets and related liabilities on the balance sheet for its retail operations in The Americas Group.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance for certain aspects of recognition, measurement and disclosure of financial instruments. The standard is effective for interim and annual periods starting in 2018, and early adoption is not permitted. Although the Company continues to assess the potential impacts of the standard, it currently believes that the main impact will be that changes in fair value of marketable securities currently classified as available-for-sale will be recognized in earnings rather than in other comprehensive income. The standard is not expected to have a material effect on the Company's results of operations, financial condition or liquidity.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which consists of a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company expects to adopt the standard using the modified retrospective method. The Company is nearing completion of its determination of the expanded disclosures regarding revenue, as well as potential impacts on timing of recognition in some arrangements with variable consideration or contracts for the sale of goods or services. In addition, the Company has made progress with developing plans for enhancements to its information systems and internal controls in response to the new rule requirements.

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Schedule of Allocation of Acquisition Fair Value

(Millions of dollars)
Cash	$	129.1
Accounts receivable	817.5
Inventories	688.9
Indefinite-lived trademarks	1,284.7
Finite-lived intangible assets	5,034.7
Goodwill	5,753.4
Property, plant and equipment	813.5
All other assets	254.8
Accounts payable	(553.2		)
Long-term debt	(1,603.5		)
Deferred taxes	(2,599.8		)
All other liabilities	(1,080.7		)
Total	$	8,939.4
Total, net of cash	$	8,810.3

Schedule of Pro Forma Consolidated Financial Information

The unaudited pro forma consolidated financial information does not necessarily reflect the actual results that would have occurred had the acquisition taken place on January 1, 2016, nor is it meant to be indicative of future results of operations of the combined companies under the ownership and operation of the Company.

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Net sales	$	4,507,020	$	4,309,284	$	12,655,349	$	12,103,829
Net income from continuing operations	395,497		378,217		969,554		823,344
Net income per common share from continuing operations:
Basic	$	4.25	$	4.11	$	10.45	$	8.97
Diluted	$	4.15	$	3.99	$	10.23	$	8.72

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Changes in Cumulative Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2017

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Changes in cumulative other comprehensive loss

The following tables summarize the changes in Cumulative other comprehensive loss for the nine months ended September 30, 2017 and 2016:

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net Gains on Available-for-Sale Securities			Unrealized Net Gains (Losses) on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2016	$	(501,277	)	$	(125,096	)	$	1,015		$	85,007		$	(540,351	)
Amounts recognized in Other comprehensive loss (1)	119,274						1,513			(30,754		)	90,033
Amounts reclassified from Other comprehensive loss (2)				794			(844		)	(1,933		)	(1,983		)
Net change	119,274			794			669			(32,687		)	88,050
Balance at September 30, 2017	$	(382,003	)	$	(124,302	)	$	1,684		$	52,320		$	(452,301	)

⁽¹⁾ Net of taxes of $(931) for unrealized net gains on available-for-sale securities and $18,895 for unrealized net losses on cash flow hedges.

⁽²⁾ Net of taxes of $(299) for pension and other postretirement benefit adjustments, $518 for realized gains on the sale of available-for-sale securities and $1,188 for realized gains on cash flow hedges.

(Thousands of dollars)	Foreign Currency Translation Adjustments			Pension and Other Postretirement Benefit Adjustments			Unrealized Net (Losses) Gains on Available-for-Sale Securities			Unrealized Net Losses on Cash Flow Hedges			Total Cumulative Other Comprehensive (Loss) Income
Balance at December 31, 2015	$	(482,629	)	$	(104,346	)	$	(120	)				$	(587,095	)
Amounts recognized in Other comprehensive loss (3)	24,702						822			$	(97,223	)	(71,699		)
Amounts reclassified from Other comprehensive loss (4)				474			99						573
Net change	24,702			474			921			(97,223		)	(71,126		)
Balance at September 30, 2016	$	(457,927	)	$	(103,872	)	$	801		$	(97,223	)	$	(658,221	)

⁽³⁾ Net of taxes of $(509) for unrealized net gains on available-for-sale securities and $60,093 for unrealized net losses on cash flow hedges.

⁽⁴⁾ Net of taxes of $10 for pension and other postretirement benefit adjustments and $(61) for realized losses on the sale of available-for-sale securities.

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Product Warranties (Tables)

9 Months Ended

Sep. 30, 2017

Product Warranties Disclosures [Abstract]

Company's accrual for product warranty claims

Changes in the Company’s accrual for product warranty claims during the first nine months of 2017 and 2016, including customer satisfaction settlements, were as follows:

(Thousands of dollars)
	2017			2016
Balance at January 1	$	34,419		$	31,878
Charges to expense	27,802			25,391
Settlements	(41,408		)	(25,330		)
Acquisition	107,321
Balance at September 30	$	128,134		$	31,939

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Exit or Disposal Activities (Tables)

9 Months Ended

Sep. 30, 2017

Restructuring and Related Activities [Abstract]

Summary of activity and remaining liabilities associated with qualified exit costs

The following table summarizes the activity and remaining liabilities associated with qualified exit costs at September 30, 2017:

(Thousands of dollars)
Exit Plan	Balance at December 31, 2016		Acquired Balances		Provisions in Cost of Goods Sold or SG&A		Actual Expenditures Charged to Accrual			Balance at September 30, 2017
Administrative segment acquisition-related restructuring in 2017:
Severance and related costs			$	3,303	$	25,397	$	(20,784	)	$	7,916
Other qualified exit costs			1,153		3,941		(980		)	4,114
Consumer Brands Group facilities shutdown in 2016:
Severance and related costs	$	907			2,934		(3,756		)	85
Performance Coatings Group stores shutdown in 2016:
Severance and related costs	136						(136		)
Other qualified exit costs	269				97		(211		)	155
The Americas Group stores shutdown in 2015:
Other qualified exit costs	195				22		(217		)
Performance Coatings Group stores shutdown in 2015:
Other qualified exit costs	433				25		(448		)	10
Severance and other qualified exit costs for facilities shutdown prior to 2015	1,908						(393		)	1,515
Totals	$	3,848	$	4,456	$	32,416	$	(26,925	)	$	13,795

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Health Care, Pension and Other Benefits (Tables)

9 Months Ended

Sep. 30, 2017

Retirement Benefits [Abstract]

Components of net periodic benefit costs for pension and other employee benefit plans

Shown below are the components of the Company’s net periodic benefit cost (credit) for domestic defined benefit pension plans, foreign defined benefit pension plans and postretirement benefits other than pensions:

(Thousands of dollars)	Domestic Defined Benefit Pension Plans						Foreign Defined Benefit Pension Plans						Postretirement Benefits Other than Pensions
	2017			2016			2017			2016			2017			2016
Three Months Ended September 30:
Net periodic benefit cost:
Service cost	$	5,356		$	5,741		$	2,052		$	955		$	524		$	562
Interest cost	8,734			6,587			2,240			1,788			2,755			2,752
Expected return on assets	(13,351		)	(12,514		)	(2,488		)	(1,581		)
Amortization of:
Prior service cost (credit)	341			302									(1,645		)	(1,645		)
Actuarial loss	1,334			1,094			474			230			8
Net periodic benefit cost	$	2,414		$	1,210		$	2,278		$	1,392		$	1,642		$	1,669
Nine Months Ended September 30:
Net periodic benefit cost (credit):
Service cost	$	16,128		$	16,719		$	6,257		$	3,494		$	1,538		$	1,684
Interest cost	22,335			19,873			5,742			5,949			7,991			8,257
Expected return on assets	(34,959		)	(37,648		)	(6,260		)	(5,273		)
Amortization of:
Prior service cost (credit)	1,022			904									(4,935		)	(4,935		)
Actuarial loss	4,657			3,399			324			1,095			24
Settlement (gain) loss										4,038			(9,332		)
Net periodic benefit cost (credit)	$	9,183		$	3,247		$	6,063		$	9,303		$	(4,714	)	$	5,006

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Other (Tables)

9 Months Ended

Sep. 30, 2017

Other Income and Expenses [Abstract]

Other general expense - net

Included in Other general expense - net were the following:

(Thousands of dollars)	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016
Provisions for environmental matters - net	$	4,183		$	683	$	5,812	$	21,219
(Gain) loss on sale or disposition of assets	(74		)	130		348		(119		)
Total	$	4,109		$	813	$	6,160	$	21,100

Other income - net

Included in Other income - net were the following:

(Thousands of dollars)	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Dividend and royalty income	$	(3,064	)	$	(1,346	)	$	(6,106	)	$	(3,511	)
Net expense from banking activities	2,196			2,161			7,181			6,532
Foreign currency transaction related losses (gains)	571			3,779			(2,039		)	7,288
Other income	(12,167		)	(7,920		)	(23,064		)	(18,250		)
Other expense	3,798			2,601			9,225			7,390
Total	$	(8,666	)	$	(725	)	$	(14,803	)	$	(551	)

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Net Income Per Common Share (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Computation of net income per common share

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

(Thousands of dollars except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
Basic
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Basic net income per common share
Continuing operations	$	3.40	$	4.20	$	9.88		$	10.13
Discontinued operations (2)	—		—		(0.45		)	—
Net income per common share	$	3.40	$	4.20	$	9.43		$	10.13
Diluted
Average common shares outstanding	92,988,118		91,992,854		92,793,275			91,752,482
Stock options and other contingently issuable shares (1)	2,106,912		2,218,617		1,942,845			2,109,359
Non-vested restricted stock grants	112,854		560,336		81,549			559,349
Average common shares outstanding assuming dilution	95,207,884		94,771,807		94,817,669			94,421,190
Net income
Continuing operations	$	316,606	$	386,733	$	916,409		$	929,673
Discontinued operations (2)	—		—		(41,540		)	—
Net income	$	316,606	$	386,733	$	874,869		$	929,673
Diluted net income per common share
Continuing operations	$	3.33	$	4.08	$	9.67		$	9.85
Discontinued operations (2)	—		—		(0.44		)	—
Net income per common share	$	3.33	$	4.08	$	9.23		$	9.85

⁽¹⁾  Stock options and other contingently issuable shares excludes 26,859 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2017.Stock options and other contingently issuable shares excludes 32,633 and 63,310 shares due to their anti-dilutive effect for the three and nine months endedSeptember 30, 2016, respectively.

⁽²⁾  Relates to the divestiture of Valspar's North American industrial wood coatings business. See Note 3.

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Reportable Segment Information (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Reportable segment information

(Thousands of dollars)	Three Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,539,256	$	723,341	$	1,242,336	$	2,087		$	4,507,020
Intersegment transfers	1,184		860,181		4,709		(866,074		)
Total net sales and intersegment transfers	$	2,540,440	$	1,583,522	$	1,247,045	$	(863,987	)	$	4,507,020
Segment profit	$	525,577	$	70,427	$	59,615				$	655,619
Interest expense							$	(91,593	)	(91,593		)
Administrative expenses and other							(136,304		)	(136,304		)
Income from continuing operations      before income taxes *	$	525,577	$	70,427	$	59,615	$	(227,897	)	$	427,722

* Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $35.0 million and $43.5 million, respectively, and intangibles amortization of $19.5 million and $58.4 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $28.0 million of acquisition-related expenses included in SG&A.

	Three Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	2,384,528	$	398,222	$	495,422	$	1,290		$	3,279,462
Intersegment transfers	10,348		760,594		2,954		(773,896		)
Total net sales and intersegment transfers	$	2,394,876	$	1,158,816	$	498,376	$	(772,606	)	$	3,279,462
Segment profit	$	519,283	$	87,193	$	68,023				$	674,499
Interest expense							$	(44,100	)	(44,100		)
Administrative expenses and other							(94,779		)	(94,779		)
Income from continuing operations before income taxes	$	519,283	$	87,193	$	68,023	$	(138,879	)	$	535,620

	Nine Months Ended September 30, 2017
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,928,657	$	1,583,148	$	2,487,884	$	4,535		$	11,004,224
Intersegment transfers	5,544		2,420,356		15,740		(2,441,640		)
Total net sales and intersegment transfers	$	6,934,201	$	4,003,504	$	2,503,624	$	(2,437,105	)	$	11,004,224
Segment profit	$	1,363,488	$	202,405	$	179,072				$	1,744,965
Interest expense							$	(174,017	)	(174,017		)
Administrative expenses and other							(327,618		)	(327,618		)
Income from continuing operations before income taxes **	$	1,363,488	$	202,405	$	179,072	$	(501,635	)	$	1,243,330

** Income from continuing operations before income taxes for the Consumer Brands Group and Performance Coatings Group includes inventory step-up amortization of $49.5 million and $65.3 million, respectively, and intangibles amortization of $25.3 million and $75.6 million, respectively, based on the preliminary purchase accounting. Income from continuing operations before income taxes for the Administrative segment includes $59.7 million of acquisition-related expenses included in SG&A.

	Nine Months Ended September 30, 2016
	The Americas Group		Consumer Brands Group		Performance Coatings Group		Administrative			Consolidated Totals
Net external sales	$	6,366,588	$	1,225,315	$	1,477,252	$	3,856		$	9,073,011
Intersegment transfers	29,001		2,138,180		10,935		(2,178,116		)
Total net sales and intersegment transfers	$	6,395,589	$	3,363,495	$	1,488,187	$	(2,174,260	)	$	9,073,011
Segment profit	$	1,271,236	$	250,223	$	191,073				$	1,712,532
Interest expense							$	(110,710	)	(110,710		)
Administrative expenses and other							(310,623		)	(310,623		)
Income from continuing operations before income taxes	$	1,271,236	$	250,223	$	191,073	$	(421,333	)	$	1,291,199

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Financial assets and liabilities measured at fair value on a recurring basis

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis, categorized using the fair value hierarchy:

(Thousands of dollars)
			Quoted Prices
			in Active				Significant
	Fair Value at		Markets for		Significant Other		Unobservable
	September 30,		Identical Assets		Observable Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Deferred compensation plan assets (1)	$	57,952	$	32,286	$	25,666
Liabilities:
Deferred compensation plan liabilities (2)	$	65,297	$	65,297

⁽¹⁾  The deferred compensation plan assets consist of the investment funds maintained for the future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts. The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC. The level 1 investments are valued using quoted market prices multiplied by the number of shares. The level 2 investments are valued based on vendor or broker models. The cost basis of the investment funds is $54,034.

⁽²⁾ The deferred compensation plan liabilities are the Company’s liabilities under its executive deferred compensation plan. The liabilities represent the fair value of the participant shadow accounts, and the value is based on quoted market prices.

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Debt (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Carrying amount and fair value of debt

The table below summarizes the carrying amount and fair value of the Company’s publicly traded debt and non-publicly traded debt in accordance with the Fair Value Measurements and Disclosures Topic of the ASC. The fair values of the Company’s publicly traded debt are based on quoted market prices. The fair values of the Company’s non-publicly traded debt are 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-publicly traded debt are classified as level 1 and level 2, respectively, in the fair value hierarchy.

(Thousands of dollars)
	September 30, 2017				September 30, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Publicly traded debt	$	9,445,569	$	9,734,890	$	1,907,189	$	2,003,093
Non-publicly traded debt	1,339,678		1,290,634		4,203		3,963

Schedule of long-term debt instruments

The New Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
2.250% Senior Notes	2020	$	1,500,000
2.750% Senior Notes	2022	1,250,000
3.125% Senior Notes	2024	500,000
3.450% Senior Notes	2027	1,500,000
4.500% Senior Notes	2047	1,250,000
		$	6,000,000

The Exchange Notes are summarized in the table below.

(Thousands of dollars)
	Due Date	Principal
7.250% Senior Notes	2019	$	277,176
4.200% Senior Notes	2022	385,909
3.300% Senior Notes	2025	235,324
3.950% Senior Notes	2026	331,342
4.400% Senior Notes	2045	248,354
		$	1,478,105

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Acquisitions - Narrative (Details) - USD ($)		3 Months Ended						9 Months Ended
	Jun. 01, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Business Acquisition [Line Items]
Pre-tax gain or loss from discontinued operations
Income taxes discontinued operations			$ 41,500,000					$ 41,540,000
Discontinued operations- basic (in dollars per share)		$ 0.00			$ 0.00			$ (0.45)	$ 0.00
Discontinued operations- diluted (in dollars per share)		$ 0.00			$ 0.00			$ (0.44)	$ 0.00
Goodwill		$ 6,915,028,000			$ 1,144,738,000			$ 6,915,028,000	$ 1,144,738,000	$ 1,126,892,000
Net sales		4,507,020,000			3,279,462,000			11,004,224,000	9,073,011,000
Profit before tax		427,722,000			535,620,000			1,243,330,000	1,291,199,000
Amortization of intangible assets		83,711,000			8,183,000			118,799,000	19,549,000
Amortization of inventory step-up								114,025,000
Interest expense related to acquisition		91,593,000			44,100,000			174,017,000	110,710,000
North American industrial wood coatings business | Discontinued operations
Business Acquisition [Line Items]
Proceeds from divested assets sold	$ 431,000,000
Pre-tax gain or loss from discontinued operations	$ 0
Valspar Corporation
Business Acquisition [Line Items]
Acquisition purchase price (in dollars per share)	$ 113
Enterprise value	$ 8,900,000,000
Finite-lived intangible assets	5,034,700,000
Goodwill	5,753,400,000
Net sales		1,075,000,000						1,456,000,000
Profit before tax		66,800,000						80,900,000
Amortization of intangible assets		78,000,000						100,900,000
Amortization of inventory step-up		78,600,000						114,800,000
Interest expense related to acquisition								112,200,000	49,900,000
Pro forma amortization of intangible assets		78,000,000	$ 78,000,000	$ 78,000,000	$ 78,000,000	$ 78,000,000	$ 78,000,000
Pro forma inventory step-up amortization		78,600,000					$ 114,800,000	114,800,000
Valspar Corporation | The Americas Group
Business Acquisition [Line Items]
Goodwill	1,000,000,000
Valspar Corporation | Consumer Brands Group
Business Acquisition [Line Items]
Goodwill	1,700,000,000
Amortization of intangible assets		19,500,000						25,300,000
Amortization of inventory step-up		35,000,000						49,500,000
Valspar Corporation | Performance Coatings Group
Business Acquisition [Line Items]
Goodwill	$ 3,000,000,000
Amortization of intangible assets		58,400,000						75,600,000
Amortization of inventory step-up		43,500,000						65,300,000
Valspar Corporation | Customer relationships and intellectual property and technology | Minimum
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average amortization period	15 years
Valspar Corporation | Customer relationships and intellectual property and technology | Maximum
Business Acquisition [Line Items]
Acquired finite-lived intangible assets, weighted average amortization period	20 years
Valspar Corporation | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 3,000,000,000
Valspar Corporation | Intellectual property and technology
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 2,000,000,000
Administrative | Valspar Corporation | SG&A
Business Acquisition [Line Items]
Acquisition transaction expenses		$ 28,000,000						$ 59,700,000
Acquisition integration expense									$ 49,200,000

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Acquisitions - Schedule of Allocation of Acquisition Fair Value (Details) - USD ($) $ in Thousands		9 Months Ended
	Jun. 01, 2017	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Allocation of the fair value of consideration transferred:
Goodwill		$ 6,915,028	$ 1,126,892	$ 1,144,738
Total, net of cash		8,810,314
Valspar Corporation
Allocation of the fair value of consideration transferred:
Cash	$ 129,100
Accounts receivable	817,500
Inventories	688,900
Indefinite-lived trademarks	1,284,700
Finite-lived intangible assets	5,034,700
Goodwill	5,753,400
Property, plant and equipment	813,500
All other assets	254,800
Accounts payable	(553,200)
Long-term debt	(1,603,500)
Deferred taxes	(2,599,800)	$ (2,600,000)
All other liabilities	(1,080,700)
Total	8,939,400
Total, net of cash	$ 8,810,300

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Acquisitions - Schedule of Pro Forma Consolidated Financial Information (Details) - Valspar Corporation - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Acquisition, Pro Forma Information [Abstract]
Net sales	$ 4,507,020	$ 4,309,284	$ 12,655,349	$ 12,103,829
Net income from continuing operations	$ 395,497	$ 378,217	$ 969,554	$ 823,344
Net income per common share from continuing operations:
Basic (in dollars per share)	$ 4.25	$ 4.11	$ 10.45	$ 8.97
Diluted (in dollars per share)	$ 4.15	$ 3.99	$ 10.23	$ 8.72

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Dividends (Details) - $ / shares	3 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016
Dividends [Abstract]
Dividends paid on common stock (in dollars per share)	$ 0.85	$ 0.85	$ 0.85	$ 0.84	$ 0.84	$ 0.84

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Changes in Cumulative Other Comprehensive Loss (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	$ 1,878,441
Ending balance	2,740,989	$ 1,597,783
Tax benefit (expense) for unrealized net losses (gains) on available-for-sale securities before reclassifications	(931)	(509)
Tax benefit (expense) for unrealized net losses (gains) on cash flow hedges	18,895	60,093
Tax expense (benefit) related to pension and other postretirement benefit plans	(299)	10
Tax expense (benefit) for realized gains (losses) on the sale of available-for-sale securities for amounts reclassified from other comprehensive loss	518	(61)
Tax expense on realized gains on cash flow hedges	1,188
Foreign Currency Translation Adjustments
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	(501,277)	(482,629)
Amounts recognized in other comprehensive loss	119,274	24,702
Net change	119,274	24,702
Ending balance	(382,003)	(457,927)
Pension and Other Postretirement Benefit Adjustments
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	(125,096)	(104,346)
Amounts reclassified from other comprehensive loss	794	474
Net change	794	474
Ending balance	(124,302)	(103,872)
Unrealized Net (Losses) Gains on Available-for-Sale Securities
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	1,015	(120)
Amounts recognized in other comprehensive loss	1,513	822
Amounts reclassified from other comprehensive loss	(844)	99
Net change	669	921
Ending balance	1,684	801
Unrealized Net Gains (Losses) on Cash Flow Hedges
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	85,007
Amounts recognized in other comprehensive loss	(30,754)	(97,223)
Amounts reclassified from other comprehensive loss	(1,933)
Net change	(32,687)	(97,223)
Ending balance	52,320	(97,223)
Total Cumulative Other Comprehensive (Loss) Income
Changes in Net Other Comprehensive (Loss) Income [Roll Forward]
Beginning balance	(540,351)	(587,095)
Amounts recognized in other comprehensive loss	90,033	(71,699)
Amounts reclassified from other comprehensive loss	(1,983)	573
Net change	88,050	(71,126)
Ending balance	$ (452,301)	$ (658,221)

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Product Warranties (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Company's accrual for product warranty claims
Balance at January 1	$ 34,419	$ 31,878
Charges to expense	27,802	25,391
Settlements	(41,408)	(25,330)
Acquisition	107,321
Balance at September 30	$ 128,134	$ 31,939

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Exit or Disposal Activities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) branch store	Sep. 30, 2016 USD ($)
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	$ 3,848
Acquired Balances	4,456
Provisions in Cost of Goods Sold or SG&A	32,416
Actual Expenditures Charged to Accrual	(26,925)	$ (5,074)
Balance at September 30, 2017	$ 13,795
Performance Coatings Group
Exit or Disposal Activities (Textual) [Abstract]
Branches closed | branch	2
The Americas Group
Exit or Disposal Activities (Textual) [Abstract]
Stores closed | store	5
Severance and related costs | Consumer Brands Group | Stores Shutdown in 2016
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	$ 907
Provisions in Cost of Goods Sold or SG&A	2,934
Actual Expenditures Charged to Accrual	(3,756)
Balance at September 30, 2017	85
Severance and related costs | Performance Coatings Group | Stores Shutdown in 2016
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	136
Actual Expenditures Charged to Accrual	(136)
Balance at September 30, 2017
Other qualified exit costs | Facilities Shutdown prior to 2015
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	1,908
Actual Expenditures Charged to Accrual	(393)
Balance at September 30, 2017	1,515
Other qualified exit costs | Performance Coatings Group | Stores Shutdown in 2016
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	269
Provisions in Cost of Goods Sold or SG&A	97
Actual Expenditures Charged to Accrual	(211)
Balance at September 30, 2017	155
Other qualified exit costs | Performance Coatings Group | Stores Shutdown in 2015
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	433
Provisions in Cost of Goods Sold or SG&A	25
Actual Expenditures Charged to Accrual	(448)
Balance at September 30, 2017	10
Other qualified exit costs | The Americas Group | Stores Shutdown in 2015
Summary of activity and remaining liabilities associated with qualified exit costs
Balance at December 31, 2016	195
Provisions in Cost of Goods Sold or SG&A	22
Actual Expenditures Charged to Accrual	(217)
Balance at September 30, 2017
Administrative | Severance and related costs | Acquisition-related restructuring in 2017
Summary of activity and remaining liabilities associated with qualified exit costs
Acquired Balances	3,303
Provisions in Cost of Goods Sold or SG&A	25,397
Actual Expenditures Charged to Accrual	(20,784)
Balance at September 30, 2017	7,916
Administrative | Other qualified exit costs | Acquisition-related restructuring in 2017
Summary of activity and remaining liabilities associated with qualified exit costs
Acquired Balances	1,153
Provisions in Cost of Goods Sold or SG&A	3,941
Actual Expenditures Charged to Accrual	(980)
Balance at September 30, 2017	4,114
Valspar Corporation
Summary of activity and remaining liabilities associated with qualified exit costs
Acquired Balances	$ 4,500

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Health Care, Pension and Other Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Postretirement Benefits Other than Pensions
Net periodic benefit cost:
Service cost	$ 524	$ 562	$ 1,538	$ 1,684
Interest cost	2,755	2,752	7,991	8,257
Amortization of:
Prior service cost (credit)	(1,645)	(1,645)	(4,935)	(4,935)
Actuarial loss	8		24
Settlement (gain) loss			(9,332)
Net periodic benefit cost	1,642	1,669	(4,714)	5,006
United States | Benefit Pension Plans
Net periodic benefit cost:
Service cost	5,356	5,741	16,128	16,719
Interest cost	8,734	6,587	22,335	19,873
Expected return on assets	(13,351)	(12,514)	(34,959)	(37,648)
Amortization of:
Prior service cost (credit)	341	302	1,022	904
Actuarial loss	1,334	1,094	4,657	3,399
Net periodic benefit cost	2,414	1,210	9,183	3,247
Foreign Defined Benefit Pension Plans | Benefit Pension Plans
Net periodic benefit cost:
Service cost	2,052	955	6,257	3,494
Interest cost	2,240	1,788	5,742	5,949
Expected return on assets	(2,488)	(1,581)	(6,260)	(5,273)
Amortization of:
Actuarial loss	474	230	324	1,095
Settlement (gain) loss				4,038
Net periodic benefit cost	$ 2,278	$ 1,392	$ 6,063	$ 9,303

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Other Long-Term Liabilities (Details) $ in Millions	Sep. 30, 2017 USD ($) ManufacturingSite	Jun. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Other Long-Term Liabilities (Textual) [Abstract]
Amount by which unaccrued maximum of estimated range exceeds minimum	$ 84.8
Accruals for extended environmental-related activities	162.9		$ 143.9
Estimated costs of current investigation and remediation activities included in other accruals	$ 32.6		$ 22.5
Number of manufacturing sites accounting for the majority of the accrual for environmental-related activities | ManufacturingSite	3
Accruals for environmental-related activities of three sites	$ 151.3
Percentage of accrual for environmental-related activities related to three sites	77.40%
Amount of unaccrued maximum related to three sites	$ 70.8
Percentage of aggregate unaccrued maximum related to three sites	83.50%
Valspar Corporation
Other Long-Term Liabilities (Textual) [Abstract]
Estimated costs of current investigation and remediation activities included in other accruals		$ 12.6

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Litigation (Details) $ in Millions	Jan. 27, 2014 USD ($) defendant	Jul. 01, 2008 jury_trial defendant	Sep. 30, 2017 cases
Trial by Jury, State of Rhode Island
Loss Contingencies [Line Items]
Number of jury trials | jury_trial		2
Number of additional defendants		2
Santa Clara County, California Proceeding
Loss Contingencies [Line Items]
Number of additional defendants	2
Amount payable jointly and severally for litigation | $	$ 1,150
Pending litigation | Personal Injury
Loss Contingencies [Line Items]
Number of pending cases | cases			3

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Other (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($) contract option_plan	Sep. 30, 2016 USD ($) contract option_plan	Sep. 30, 2017 USD ($) contract option_plan	Sep. 30, 2016 USD ($) contract option_plan
Other general expense (income ) - net
Provisions for environmental matters - net	$ 4,183	$ 683	$ 5,812	$ 21,219
(Gain) loss on sale or disposition of assets	(74)	130	348	(119)
Total	4,109	813	6,160	21,100
Other (income) expense - net
Dividend and royalty income	(3,064)	(1,346)	(6,106)	(3,511)
Net expense from banking activities	2,196	2,161	7,181	6,532
Foreign currency transaction related losses (gains)	571	3,779	(2,039)	7,288
Other income	(12,167)	(7,920)	(23,064)	(18,250)
Other expense	3,798	2,601	9,225	7,390
Total	$ (8,666)	$ (725)	$ (14,803)	$ (551)
Number of foreign currency options outstanding | option_plan	0	0	0	0
Number of foreign forward contracts outstanding | contract	0	0	0	0

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Income Taxes - Narrative (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 01, 2017	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Effective tax rate percent continuing operations	26.00%		27.80%	26.30%	28.00%
Income taxes		$ 41,500,000		$ 41,540,000
Unrecognized tax benefits							$ 32,800,000
Unrecognized tax benefits adjusted							27,700,000
Amount of unrecognized tax benefits where significant change is reasonably possible							2,600,000
Accrued income tax interest and penalties							$ 9,300,000
Increase (decrease) in accrued income tax interest and penalties	$ 0			$ 0
Before Impact of Accounting Standards Update 2016-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Effective tax rate percent continuing operations	27.80%		29.90%	31.00%	31.20%
Valspar Corporation
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred income tax liability	$ 2,600,000,000			$ 2,600,000,000		$ 2,599,800,000
Valuation allowance related to foreign tax credits	30,500,000			30,500,000
Estimated taxes payable on portion of retained earnings received	48,000,000			$ 48,000,000
Unrecognized tax benefits acquired	$ 4,600,000	$ 19,900,000

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Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Basic
Average common shares outstanding (in shares)	92,988,118	91,992,854	92,793,275	91,752,482
Continuing operations	$ 316,606	$ 386,733	$ 916,409	$ 929,673
Discontinued operations	0	0	(41,540)	0
Net income	$ 316,606	$ 386,733	$ 874,869	$ 929,673
Basic net income per common share
Continuing operations (in dollars per share)	$ 3.40	$ 4.20	$ 9.88	$ 10.13
Discontinued operations (in dollars per share)	0.00	0.00	(0.45)	0.00
Net income per common share (in dollars per share)	$ 3.40	$ 4.20	$ 9.43	$ 10.13
Diluted
Average common shares outstanding (in shares)	92,988,118	91,992,854	92,793,275	91,752,482
Stock options and other contingently issuable shares (in shares)	2,106,912	2,218,617	1,942,845	2,109,359
Non-vested restricted stock grants (in shares)	112,854	560,336	81,549	559,349
Average common shares outstanding assuming dilution (in shares)	95,207,884	94,771,807	94,817,669	94,421,190
Diluted net income per common share
Continuing operations (in dollars per share)	$ 3.33	$ 4.08	$ 9.67	$ 9.85
Discontinued operations (in dollars per share)	0.00	0.00	(0.44)	0.00
Net income per common share (in dollars per share)	$ 3.33	$ 4.08	$ 9.23	$ 9.85
Average common shares outstanding, anti-dilutive (in shares)	26,859	32,633	26,859	63,310

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Reportable Segment Information - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017 USD ($)	Jun. 30, 2017 segment	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Segment Reporting [Abstract]
New reportable segments | segment		3
Reportable Segment Information (Textual) [Abstract]
Identifiable assets	$ 20,779,657		$ 6,917,771	$ 20,779,657	$ 6,917,771	$ 6,752,521
Net external sales	4,507,020		3,279,462	11,004,224	9,073,011
Segment profit	427,722		535,620	1,243,330	1,291,199
Foreign subsidiaries
Reportable Segment Information (Textual) [Abstract]
Net external sales	964,600		439,600	1,987,000	1,295,000
Segment profit	38,000		19,600	52,500	46,800
Long-lived assets	1,725,000		504,400	1,725,000	504,400
The Americas Group
Reportable Segment Information (Textual) [Abstract]
Identifiable assets	3,251,000		2,333,000	3,251,000	2,333,000
Net external sales	2,539,256		2,384,528	6,928,657	6,366,588
Consumer Brands Group
Reportable Segment Information (Textual) [Abstract]
Identifiable assets	6,110,000		2,082,000	6,110,000	2,082,000
Net external sales	723,341		398,222	1,583,148	1,225,315
Performance Coatings Group
Reportable Segment Information (Textual) [Abstract]
Identifiable assets	10,048,000		867,800	10,048,000	867,800
Net external sales	1,242,336		495,422	2,487,884	1,477,252
Administrative
Reportable Segment Information (Textual) [Abstract]
Identifiable assets	1,371,000		1,635,000	1,371,000	1,635,000
Net external sales	$ 2,087		$ 1,290	$ 4,535	$ 3,856

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Reportable Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Reportable segment information
Total net sales and intersegment transfers	$ 4,507,020	$ 3,279,462	$ 11,004,224	$ 9,073,011
Segment profit	655,619	674,499	1,744,965	1,712,532
Interest expense	(91,593)	(44,100)	(174,017)	(110,710)
Administrative expenses and other	(136,304)	(94,779)	(327,618)	(310,623)
Income from continuing operations before income taxes	427,722	535,620	1,243,330	1,291,199
Amortization of inventory step-up			114,025
Amortization of intangible assets	83,711	8,183	118,799	19,549
The Americas Group
Reportable segment information
Total net sales and intersegment transfers	2,539,256	2,384,528	6,928,657	6,366,588
Consumer Brands Group
Reportable segment information
Total net sales and intersegment transfers	723,341	398,222	1,583,148	1,225,315
Performance Coatings Group
Reportable segment information
Total net sales and intersegment transfers	1,242,336	495,422	2,487,884	1,477,252
Operating segments | The Americas Group
Reportable segment information
Total net sales and intersegment transfers	2,540,440	2,394,876	6,934,201	6,395,589
Segment profit	525,577	519,283	1,363,488	1,271,236
Income from continuing operations before income taxes	525,577	519,283	1,363,488	1,271,236
Operating segments | Consumer Brands Group
Reportable segment information
Total net sales and intersegment transfers	1,583,522	1,158,816	4,003,504	3,363,495
Segment profit	70,427	87,193	202,405	250,223
Income from continuing operations before income taxes	70,427	87,193	202,405	250,223
Operating segments | Performance Coatings Group
Reportable segment information
Total net sales and intersegment transfers	1,247,045	498,376	2,503,624	1,488,187
Segment profit	59,615	68,023	179,072	191,073
Income from continuing operations before income taxes	59,615	68,023	179,072	191,073
Administrative and intersegment transfers
Reportable segment information
Total net sales and intersegment transfers	(863,987)	(772,606)	(2,437,105)	(2,174,260)
Administrative
Reportable segment information
Total net sales and intersegment transfers	2,087	1,290	4,535	3,856
Intersegment transfers
Reportable segment information
Total net sales and intersegment transfers	(866,074)	(773,896)	(2,441,640)	(2,178,116)
Intersegment transfers | The Americas Group
Reportable segment information
Total net sales and intersegment transfers	1,184	10,348	5,544	29,001
Intersegment transfers | Consumer Brands Group
Reportable segment information
Total net sales and intersegment transfers	860,181	760,594	2,420,356	2,138,180
Intersegment transfers | Performance Coatings Group
Reportable segment information
Total net sales and intersegment transfers	4,709	2,954	15,740	10,935
Segment reconciling items
Reportable segment information
Interest expense	(91,593)	(44,100)	(174,017)	(110,710)
Administrative expenses and other	(136,304)	(94,779)	(327,618)	(310,623)
Income from continuing operations before income taxes	(227,897)	$ (138,879)	(501,635)	$ (421,333)
Valspar Corporation
Reportable segment information
Income from continuing operations before income taxes	66,800		80,900
Amortization of inventory step-up	78,600		114,800
Amortization of intangible assets	78,000		100,900
Valspar Corporation | Consumer Brands Group
Reportable segment information
Amortization of inventory step-up	35,000		49,500
Amortization of intangible assets	19,500		25,300
Valspar Corporation | Performance Coatings Group
Reportable segment information
Amortization of inventory step-up	43,500		65,300
Amortization of intangible assets	58,400		75,600
Valspar Corporation | Selling, General and Administrative Expenses | Administrative
Reportable segment information
Acquisition related expenses included in SG&A	$ 28,000		$ 59,700

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Fair Value Measurements (Details) $ in Thousands	Sep. 30, 2017 USD ($)
Fair value, measurements, recurring
Fair Value Measurements (Textual) [Abstract]
Cost basis of the investment funds	$ 54,034
Quoted prices in active markets for identical assets (Level 1) | Fair value, measurements, recurring
Assets:
Deferred compensation plan assets	32,286
Liabilities:
Deferred compensation plan liabilities	65,297
Significant other observable inputs (Level 2) | Fair value, measurements, recurring
Assets:
Deferred compensation plan assets	25,666
Fair Value | Fair value, measurements, recurring
Assets:
Deferred compensation plan assets	57,952
Liabilities:
Deferred compensation plan liabilities	65,297
Valspar Corporation
Assets:
Deferred compensation plan assets	23,830
Liabilities:
Deferred compensation plan liabilities	$ 23,830

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Debt (Details)		1 Months Ended				3 Months Ended	9 Months Ended
	Jun. 01, 2017 USD ($)	Sep. 30, 2017 USD ($)	Aug. 31, 2017 EUR (€)	Mar. 31, 2017 USD ($)	May 31, 2016	Sep. 30, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 02, 2017 USD ($)	May 16, 2017 USD ($)	Sep. 30, 2016 USD ($)	Apr. 30, 2016 USD ($)
Designated as hedging instrument | Interest rate contract | Cash flow hedging
Financial Instruments
Gain recognized in other comprehensive loss				$ 87,600,000
Bridge loan | Line of Credit | Bridge Credit Agreement
Financial Instruments
Maximum borrowing capacity											$ 7,300,000,000
Senior Notes | Exchange Notes
Financial Instruments
Long-term debt								$ 1,478,000,000
Senior Notes | New Notes
Financial Instruments
Long-term debt									$ 6,000,000,000
Publicly traded debt | Carrying Amount
Financial Instruments
Fair Value		$ 9,445,569,000				$ 9,445,569,000	$ 9,445,569,000			$ 1,907,189,000
Publicly traded debt | Fair Value
Financial Instruments
Fair Value		9,734,890,000				9,734,890,000	9,734,890,000			2,003,093,000
Non-publicly traded debt | Carrying Amount
Financial Instruments
Fair Value		1,339,678,000				1,339,678,000	1,339,678,000			4,203,000
Non-publicly traded debt | Fair Value
Financial Instruments
Fair Value		1,290,634,000				1,290,634,000	1,290,634,000			$ 3,963,000
Line of Credit | Term Credit Agreement
Financial Instruments
Maximum borrowing capacity											$ 2,000,000,000
Borrowings outstanding	$ 2,000,000,000	1,100,000,000				1,100,000,000	$ 1,100,000,000
Interest rate percentage							2.49%
Term (in years)	5 years
Line of Credit | May 2016, 5 Year Credit Agreement
Financial Instruments
Maximum borrowing capacity		500,000,000				500,000,000	$ 500,000,000
Borrowings outstanding		0				0	0
Term (in years)					5 years
Line of Credit | September 2017, 5 Year Credit Agreement
Financial Instruments
Maximum borrowing capacity		250,000,000				250,000,000	250,000,000
Borrowings outstanding		$ 0				0	0
Term (in years)		5 years
Unsecured Debt | Floating Rate Loan
Financial Instruments
Long-term debt | €			€ 225,000,000
Term (in years)			6 months
Unsecured Debt | Fixed Rate Loan
Financial Instruments
Long-term debt | €			€ 20,000,000
Interest rate			0.919%
Interest Expense
Financial Instruments
Amortization of the unrealized gain reduced interest expense						$ 2,100,000	$ 3,100,000
London Interbank Offered Rate (LIBOR) | Line of Credit | Term Credit Agreement
Financial Instruments
LIBOR basis spread	1.25%

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Debt - Schedule of long-term debt instruments (Details) - Senior Notes - USD ($) $ in Thousands	Jun. 02, 2017	May 16, 2017
Exchange Notes
Debt Instrument [Line Items]
Principal	$ 1,478,105
7.250% Exchange Notes due in 2019
Debt Instrument [Line Items]
Principal	$ 277,176
Senior notes stated interest rate percentage	7.25%
4.200% Exchange Notes due in 2022
Debt Instrument [Line Items]
Principal	$ 385,909
Senior notes stated interest rate percentage	4.20%
3.300% Exchange Notes due in 2025
Debt Instrument [Line Items]
Principal	$ 235,324
Senior notes stated interest rate percentage	3.30%
3.950% Exchange Notes due in 2026
Debt Instrument [Line Items]
Principal	$ 331,342
Senior notes stated interest rate percentage	3.95%
4.400% Exchange Notes due in 2045
Debt Instrument [Line Items]
Principal	$ 248,354
Senior notes stated interest rate percentage	4.40%
New Notes
Debt Instrument [Line Items]
Principal		$ 6,000,000
2.250% New Notes due in 2020
Debt Instrument [Line Items]
Principal		$ 1,500,000
Senior notes stated interest rate percentage		2.25%
2.750% New Notes due in 2022
Debt Instrument [Line Items]
Principal		$ 1,250,000
Senior notes stated interest rate percentage		2.75%
3.125% New Notes due in 2024
Debt Instrument [Line Items]
Principal		$ 500,000
Senior notes stated interest rate percentage		3.125%
3.450% New Notes due in 2027
Debt Instrument [Line Items]
Principal		$ 1,500,000
Senior notes stated interest rate percentage		3.45%
4.500% New Notes due in 2047
Debt Instrument [Line Items]
Principal		$ 1,250,000
Senior notes stated interest rate percentage		4.50%

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Non-Traded Investments (Details) - USD ($) $ in Millions	Sep. 30, 2017	Sep. 30, 2016
Non Traded Investments (Textual) [Abstract]
Carrying amount of the investments, included in other assets	$ 224.7	$ 245.7
Liability for estimated future capital contributions to the investments	$ 166.3	$ 189.9