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EXHIBIT 99
NEWS:
The Sherwin-Williams Company 101 West Prospect Avenue
Cleveland, Ohio 44115 (216) 566-2140
Sherwin-Williams Announces Agreement with U.S. Department of Labor
Reports Subsequent Event to 2012 Fiscal Year Results
CLEVELAND, OH, February 20, 2013 The Sherwin-Williams Company (the Company) (NYSE: SHW) announced that is has reached an agreement with the U.S. Department of Labor (the DOL) to settle the previously disclosed investigation of transactions related to the Companys employee stock ownership plan (ESOP). This agreement fully resolves all DOL claims regarding the Companys ESOP transactions. The DOL had notified the Company, certain current and former directors of the Company, and the ESOP trustee of potential enforcement claims asserting breaches of fiduciary obligations and sought compensatory and equitable remedies, including monetary damages to the ESOP for alleged losses to the ESOP relating to third-party valuation of the Companys convertible serial preferred stock.
The Company believes that the DOLs claims are without merit and strongly disagrees with the allegation that ESOP plan participants sustained losses of any kind as a result of these transactions. The Companys position is supported by internal audits and audits by an independent third-party and the DOL. Following a nine-month negotiation with the DOL, the Companys management and Board of Directors have decided that it would be in the best interest of the Company and its shareholders to enter into this agreement to resolve these claims and avoid potentially costly litigation.
The Company agreed to resolve all ESOP related claims with the DOL by making a one-time payment of $80.0 million to the ESOP, which will result in an after-tax charge to earnings of $49.2 million ($.47 per diluted common share) in the Companys fourth quarter and year ended December 31, 2012. In accordance with U.S. generally accepted accounting principles, the Company is required to recognize this agreement as a subsequent event in its 2012 fiscal year results because the event is related to conditions that existed at the balance sheet date of December 31, 2012. The Companys financial results for the quarter and year ended December 31, 2012, as reported on January 31, 2013, are being revised to reflect the agreement. The revised condensed consolidated income statements are attached to this press release. As a result
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Ticker: SHW
CIK: 89800
Form Type: 10-K Annual Report
Accession Number: 0000089800-13-000046
Submitted to the SEC: Thu Feb 28 2013 11:06:52 AM EST
Accepted by the SEC: Thu Feb 28 2013
Period: Monday, December 31, 2012
Industry: Retail Building Materials Hardware Garden Supply