AddedRisk Factors
•limit cash flow available to return to shareholders in the form of dividends and share repurchases;
SHWSherwin-Williams
- Employees
- 64,249
- Headquarters
- Cleveland, OH
- CEO
- Heidi G. Petz
- Next results
- around Jan 28, 2027
10-K 0000089800-26-000008 (2026-02-19) vs 10-K 0000089800-25-000030 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 9,593 | 8.8% |
| MD&A | Item 7 | 9,548 | 22.6% |
| Legal Proceedings | Item 3, via Note 11 – LITIGATION | 2,052 | 47.9% |
| Accounting Policies | Item 8, Note 1 – SIGNIFICANT ACCOUNTING POLICIES | 2,858 | 16.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 388 words changed in this paragraph; it is 43% similar to last year's version.
Wisconsin Litigation. The Company and other companies are or have been defendants in a number of legal proceedings seeking monetary damages and other relief from alleged personal injuries. The current proceedings consist of two federal court cases pending in the United States District Court for the Eastern District of Wisconsin (Ernest Gibson v. American Cyanamid, et al. and Deziree and Detareion Valoe v. American Cyanamid, et. al.) and one case pending in Milwaukee County Circuit Court in Wisconsin (Arrieona Beal v. Hattie and Jerry Mitchell, Armstrong Containers, Inc., et al.). Those matters include claims by four individuals allegedly injured from ingestion of lead pigment or lead-containing paint while they were minors. The plaintiffs generally seek compensatory damages and have invoked Wisconsin’s risk contribution theory (which is similar to market share liability, except that liability can be joint and several) due to the plaintiff’s inability to identify the manufacturer of any product that allegedly injured the plaintiff. In the Gibson and Valoe cases, which are pending in federal court, the three individual plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence and public nuisance claims. The defendants filed motions to dismiss the plaintiffs’ amended complaints on June 20, 2024. On November 8, 2024, the district court granted in part and denied in part defendants’ motions to dismiss the amended complaints, dismissing the second cause of action for general negligence and plaintiffs’ abatement allegations, but otherwise permitting the case to proceed. On December 6, 2024, the Company and some of the other defendants filed a third-party complaint against NL Industries, Inc. (NL) and the owners and landlords of the properties where the Gibson and Valoe plaintiffs resided. On January 30, 2025, the federal court entered a stipulated order dismissing NL pursuant to the execution of a Pierringer release settlement agreement between plaintiffs and NL where the plaintiffs have agreed to indemnify NL against claims for contribution from the Company and some of the other defendants. Some of the owners and landlords filed motions to dismiss the third-party complaints, which motions the federal court denied on September 4, 2025. The parties are conducting discovery, and discovery is scheduled to be completed by December 15, 2026. In the separate state court proceeding, on August 24, 2021, Arrieona Beal filed an amended complaint in Milwaukee County Circuit Court, naming the Company and other alleged former lead pigment manufacturers as defendants pursuant to the risk contribution liability theory. The plaintiff previously had sued her landlords. On January 3, 2024, the Company and some of the other manufacturing defendants filed a third-party complaint against NL and cross-claims against the landlord defendants. On January 10, 2024, one of the landlord defendants filed a counterclaim and cross-claim against all parties. On February 27, 2025, landlord defendants Hattie and Jerry Mitchell were voluntarily dismissed pursuant to the execution of a Pierringer release settlement agreement between plaintiff and the landlord defendants where the plaintiff has agreed to indemnify the landlord defendants against claims for contribution from the Company and the other defendants. On October 6, 2025, the court entered an amended scheduling order indicating that trial will be scheduled between January 15, 2027 and March 31, 2027, on dates to be set by the court.
Source: Item 3, via Note 11 – LITIGATION, 10-K 0000089800-26-000008 vs Item 3, via Note 11 – LITIGATION, 10-K 0000089800-25-000030
MD&A 185 words changed in this paragraph; it is 46% similar to last year's version.
The Company is exposed to market risk associated with interest rate, rates, foreign currency and commodity fluctuations. The Company occasionally utilizes derivative instruments as part of its overall financial risk management policy, but does not use derivative instruments for speculative or trading purposes. In 2024 2025 and 2023, 2024, the Company entered into foreign currency forward contracts with maturity dates of less than twelve months primarily utilized U.S. dollar to hedge against value changes in foreign currency and euro cross currency swap contracts to hedge its the Company’s net investment in its European operations. The contracts have been designated as net investment hedges and have various maturity dates. In addition, the Company entered into forward foreign currency exchange contracts during 2025 and 2024 primarily to hedge value changes in foreign currency. There were no material contracts outstanding at December 31, 2025. Lastly, the Company entered into interest rate lock contracts in 2025 to hedge the variability in the benchmark interest rate for the 2025 issuance of long-term fixed rate debt. The contracts were designated as cash flow hedges and settled in 2025. See Notes 1, 16 and 19 to the consolidated financial statements in Item 8 for additional further information related to on the Company’s use of derivative instruments. The Company believes it may experience losses from foreign currency translation and transactions, interest rate movement and commodity price fluctuations. However, the Company does not expect foreign currency translation or transactions, interest rate movement, 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.
Source: Item 7, 10-K 0000089800-26-000008 vs Item 7, 10-K 0000089800-25-000030
Risk Factors 145 words changed in this paragraph; it is 58% similar to last year's version.
For example, our past operations included the manufacture and sale of lead pigments and lead-based paints. Along with other companies, we are and have 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. We have 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. We are vigorously defending such litigation. We expect additional lead pigment and lead-based paint litigation may be filed against us in the future asserting similar or different legal theories and seeking similar or different types of damages and relief. The Company will
Source: Item 1A, 10-K 0000089800-26-000008 vs Item 1A, 10-K 0000089800-25-000030
Accounting Policies 89 words changed in this paragraph; it is 34% similar to last year's version.
The Company receives incentives consideration from various government entities certain suppliers of raw materials in the form of tax volume rebates or credits, grants and loans. rebates that constitute a percentage of purchases. These incentives typically require that rebates are recognized on an accrual basis by the Company maintain specified spending levels and other operational metrics and may be subject to reimbursement if conditions are not met or maintained. Government incentives are recorded in the Company’s consolidated financial statements in accordance with their purpose as a reduction of expense, the purchase price of the raw materials and a subsequent reduction of Cost of goods sold when the cost of the related product was sold.
Source: Item 8, Note 1 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000089800-26-000008 vs Item 8, Note 1 – SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000089800-25-000030
Every change, by type
Sentences and paragraphs of SHW's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-20. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
RemovedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
To the extent we are unable to remain competitive with our total rewards programs (which include compensation and benefits programs and practices), talent management strategy, workplace culture and strategies, initiatives, programs and practices that drive belonging and a positive employee experience, or if qualified candidates or employees become more difficult to attract or retain under reasonable terms, we have in the past and may in the future experience higher labor-related costs and may be unable to attract, retain, develop and progress a qualified global workforce, which could adversely affect our business and future success and impair our ability to meet our strategic objectives and the needs of our customers. costs.
RewordedRisk Factors
The outcome of new and emerging legislation or regulation in the U.S., European Union and other jurisdictions in which we operate may result in fees or restrictions on certain activities or materials (including changes to our products or product packaging) and new or additional requirements, including to fund energy efficiency activities or renewable energy use and to disclose information regarding our greenhouse gas emissions performance, renewable energy usage and efficiency, waste generation and recycling rates, climate-related risks, opportunities and oversight and related strategies and initiatives across our global operations.
RewordedRisk Factors
Despite the security measures we have in place, our facilities and systems systems, and those of third parties we rely on or do business with, may be vulnerable to to, or affected by damage or interruption resulting from, cybersecurity incidents, attacks, issues, including cyber attacks (including AI-powered cyberattacks), security breaches, fraud (including through phishing or social engineering attempts), malware (including ransomware and other programs that operate with malicious intent), power outages, system failures, acts of vandalism, human or technical errors, fraud (including through phishing or other social engineering attempts) or other similar events or disruptions.
RewordedRisk Factors
Cybersecurity incidents, threats and attacks and cybersecurity threats are increasingly sophisticated, including due to advances in artificial intelligence (AI) capabilities, constantly evolving evolving, and originate from many sources globally and often cannot be recognized or understood until the target has already been attacked. globally.
RewordedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
These shifts in consumer behavior have in the past adversely impacted and may in the future adversely impact demand for some of our products, and our results of operations, cash flow, liquidity or financial condition.
RewordedRisk Factors
In addition, market uncertainty and volatility in various geographies have been magnified as a result of potential shifts in U.S. and foreign trade, economic and other policies following the 2024 U.S. presidential policies, and congressional elections, and any such actual shifts, including price increases on certain raw materials, or and changes in the availability of, or tariffs on certain imported raw materials, could continue to adversely impact our results of operations, cash flow, liquidity or financial condition.
RewordedRisk Factors
RewordedRisk Factors
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.
Quiet changesRisk Factors
Quiet changesRisk Factors
Some of our competitors operate more extensively in certain regions around the world and have greater financial or operational resources to compete internationally. in certain regions.
AddedMD&A
Net sales in the Performance Coatings Group were essentially flat in 2025 when compared to 2024 due to an offsetting favorable impact from acquisitions and foreign currency translation and an unfavorable impact from selling prices attributable to product mix. In 2025, the Performance Coatings Group opened 6 new branches and closed 13 branches for a net decrease of 7 branches, decreasing the total at December 31, 2025 to 317 branches.
AddedMD&A
Buildings within Property, plant and equipment, net increased by $1.491 billion in the twelve months since December 31, 2024 primarily due to the new global headquarters and the R&D center meeting the criteria to be placed into service during 2025. An immaterial amount of capital expenditures related to finalizing the construction of the new global headquarters and R&D center will be placed into service during 2026. The new global headquarters and associated parking garage assets are depreciated over their useful lives of 60 and 45 years, respectively. Additionally, the R&D center asset is depreciated over its useful life of 60 years.
AddedMD&A
2025 2024 Activity: Proceeds received $40.9 $244.2 Capitalized interest 37.2 45.2 Balances: Short-term liability $51.0 $49.7 Long-term liability 762.0 715.9 Total liability $813.0 $765.6
AddedMD&A
Employees and their eligible dependents in certain consolidated foreign subsidiaries of the Company are eligible for health care benefits upon retirement, subject to the terms of the plans, and are recorded as other postretirement benefits. The associated benefit obligation and net periodic benefit cost did not have a material impact on the Company’s consolidated financial statements.
AddedMD&A
In the normal course of business, the Company may receive proceeds related to claims for incurred damages under its insurance policies. No amounts have been recorded in the consolidated financial statements for any insurance proceeds that have not been received as of the balance sheet date and any future recoveries are indeterminable at this time.
AddedMD&A
The Company also considers both positive and negative evidence when measuring the realizability of our deferred tax assets and the need for a valuation allowance when it is more likely than not that all or a portion of such assets will not be realized. The weight given to the evidence is commensurate with the extent to which it may be objectively verified. The Company places significant weight on operating results during the most recent three-year period in its analysis. Future reversals of existing temporary differences are heavily weighted sources of objectively verifiable positive evidence. It is typical to only consider forecasts of future profitability when positive cumulative operating results exist in the most recent three-year period. If necessary and available, tax planning strategies could be implemented to accelerate taxable amounts to utilize expiring
AddedMD&A
carryforwards. A valuation allowance is not required to the extent that, in the Company’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that is more likely than not that deferred tax assets will be realized. See Note 20 to the consolidated financial statements in Item 8 for further information concerning income taxes.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
Current liability balances increased $181.8 $111.6 million at December 31, 2024 2025 compared to December 31, 2023 2024 primarily due to an increase in Short-term borrowings of $288.2 million and $538.1 million, an increase in Other accruals of $30.7 $148.7 million primarily related to increases in liabilities related to insurance, customer considerations, accrued severance, current portion of non-traded investments in U.S. affordable housing and historic renovation real estate partnerships and contracts with customers, miscellaneous other accruals, partially offset by a decrease in short-term environmental liabilities. insurance payables, an increase in Accounts payable of $101.0 million, an increase in Current portion of operating lease liabilities of $13.2 million and an increase in Accrued taxes of $13.1 million.
RewordedMD&A
Intangible assets decreased $347.3 increased $432.9 million to $3.533 $3.966 billion at December 31, 2024 2025 due to amortization purchase price accounting allocations of finite-lived intangible assets of $326.7 million and $643.4 million, primarily related to the Suvinil acquisition, foreign currency translation rate fluctuations and other adjustments of $75.9 million, partially offset by purchase accounting allocations of $28.0 $104.0 million and capitalization of software of $27.3 $39.9 million, offset by amortization of finite-lived intangible assets of $336.6 million and trademark impairment of $17.8 million.
RewordedMD&A
Other expense (income) expense - net changed by $110.2 $65.6 million from expense of $65.5 million in 2023 to income of $44.7 million in 2024 to expense of $20.9 million in 2025 primarily due to lower higher foreign currency transaction related losses in 2024 2025 compared to 2023 2024, including impacts from highly inflationary economies such as Argentina and an increase immaterial loss recognized in miscellaneous income. 2025 from a transaction to convert a foreign currency with limited liquidity to the U.S. dollar.
RewordedMD&A
Consolidated SG&A increased by $356.7 $272.9 million, or 5.0%, 3.7% in 2024 2025 compared to the same period in 2023 2024 primarily due to investments in long-term growth strategies, opportunities in the Paint Stores Group, including expenses to support net new store openings openings, costs related to the October 2025 Suvinil acquisition, costs related to the new global headquarters and digital technologies research and development (R&D) center buildings, higher employee-related costs. costs and other expenses associated with targeted restructuring actions.
RewordedMD&A
Net investing cash usage increased $157.0 $870.0 million to a usage of $2.066 billion in 2025 from a usage of $1.196 billion in 2024 from a usage of $1.039 billion in 2023 primarily due to an increase in cash used for capital expenditures, proceeds from the divestiture of a business Suvinil acquisition in 2023 and reduced proceeds from the sale of assets, current year, partially offset by lower cash used for acquisitions. a decrease in capital expenditures.
RewordedMD&A
Consolidated Cost of goods sold decreased $390.4 increased $155.4 million, or 3.2%, 1.3% in 2024 2025 compared to the same period in 2023 2024 primarily due to lower sales volume in the Consumer Brands Group and impact of the October 2025 Suvinil acquisition, partially offset by moderating raw material costs, partially offset by higher costs and lower sales volumes in the Paint Stores and Performance Coatings Groups. volume.
RewordedMD&A
Current asset balances decreased $112.1 increased $606.6 million at December 31, 2024 2025 compared to December 31, 2023 2024 primarily due to a decrease an increase in Accounts receivable, net of $79.1 $402.4 million, a decrease an increase in Cash Other current assets of $177.3 million, primarily related to prepaid expenses and cash equivalents of $66.4 million recoverable income taxes, and a decrease an increase in Inventories of $41.7 $30.1 million.
RewordedMD&A
RewordedMD&A
RewordedMD&A
Consolidated Gross profit increased $437.0 $320.4 million, or 4.1%, 2.9% in 2024 2025 compared to the same period in 2023 2024 primarily due to higher sales volumes favorable selling prices in the Paint Stores and Performance Coatings Groups Group, the acquisition of Suvinil within the Consumer Brands Group and moderating raw material costs, partially offset by lower sales volume in unfavorable product mix within the Consumer Brands Performance Coatings Group.
RewordedMD&A
The outlook for the Performance Coatings Group is varied by end market and region with expected growth in Coil driven by significant an expectation that the core business remains flat, however, new account wins and Packaging as we support customer conversions to our ValPure® coating which complies with European regulations. favorable business sales mix should drive growth.
RewordedMD&A
In the course of its business, the Company is subject to a variety of claims actual and potential claims, lawsuits, and other proceedings, including, but not limited to, litigation relating to product liability and warranty, raw materials used in our products, personal injury, environmental, environmental (including alleged natural resource damages), intellectual property, commercial, contractual and antitrust claims. claims, that are inherently subject to many uncertainties regarding the possibility of a loss to the Company.
Quiet changesMD&A
These assets will be are subject to depreciation over their useful lives in accordance with the Company’s accounting policies.
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