What changed in this filing

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Item 1. Financial Statements

2025-07-24 compared with 2025-04-29 · 239 added, 116 removed, 669 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 6,314.5 $ 6,271.5 $ 11,620.2 $ 11,638.8

4 unchanged sentences

Percent to Net sales 31.9 % 29.4 % 32.7 % 31.3 %

Other general expense - net 8.9 2.0

Other general expense (income) - net 6.3 ( 33.6 ) 15.2 ( 31.6 )

Interest expense 112.4 110.8 216.2 213.8

13 unchanged sentences

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

(in millions) Three Months Ended

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Net income $ 754.7 $ 889.9 $ 1,258.6 $ 1,395.1

6 unchanged sentences

Unrealized net gains on cash flow hedges:

Amounts recognized in AOCI (3)

Amounts reclassified from AOCI (4)

2 unchanged sentences

Comprehensive income $ 929.7 $ 818.0 $ 1,535.9 $ 1,242.5

(1) The three months ended March 31, 2025 and 2024 include unrealized (losses) gains, net of taxes, of $( 36.3 ) million and $ 18.3 million, respectively, related to net investment hedges.

(1) The three months ended June 30, 2025 and 2024 include unrealized (losses) gains, net of taxes of $( 109.0 ) million and $ 5.8 million, respectively, related to net investment hedges.

The six months ended June 30, 2025 and 2024 include unrealized (losses) gains, net of taxes of $( 145.3 ) million and $ 24.1 million, respectively, related to net investment hedges.

See Note 12 for additional information.

(2) Net of taxes of $ 1.1 million and $ 1.5 million for the three months ended March 31, 2025 and 2024, respectively.

(3) Net of taxes of $ 0.3 million for the three months ended March 31, 2025 and 2024.

(2) Net of taxes of $ 1.1 million and $ 1.4 million for the three months ended June 30, 2025 and 2024, respectively.

Net of taxes of $ 2.2 million and $ 2.9 million for the six months ended June 30, 2025 and 2024, respectively.

(3) Net of taxes of $( 1.0 ) million for the three and six months ended June 30, 2025.

See Note 12 for additional information.

(4) Net of taxes of $ 0.3 million for the three months ended June 30, 2025 and 2024.

Net of taxes of $ 0.6 million for the six months ended June 30, 2025 and 2024.

See notes to condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions) March 31,

(in millions) June 30,

2025 December 31,

2024 March 31,

2024 June 30,

Current assets:

28 unchanged sentences

249.3 million, 251.3 million and 252.3 million shares outstanding

at March 31, 2025, December 31, 2024 and March 31, 2024, respectively

at June 30, 2025, December 31, 2024 and June 30, 2024, respectively

92.7 92.5 92.1

8 unchanged sentences

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)

(in millions) Three Months Ended

2025 March 31,

(in millions) Six Months Ended

2025 June 30,

Operating Activities

6 unchanged sentences

Amortization of non-traded investments 57.4 42.4

Gain on sale or disposition of assets ( 2.1 ) ( 3.4 )

Loss (gain) on sale or disposition of assets 1.5 ( 23.2 )

Provisions for environmental-related matters - net 3.5 ( 10.5 )

10 unchanged sentences

Acquisition of businesses, net of cash acquired ( 121.4 ) —

Proceeds from sale of assets — 9.3

Other ( 65.1 ) ( 56.7 )

10 unchanged sentences

Effect of exchange rate changes on cash 8.0 ( 10.9 )

Net decrease in cash and cash equivalents ( 10.6 ) ( 96.9 )

Net increase (decrease) in cash and cash equivalents 59.4 ( 76.8 )

Cash and cash equivalents at beginning of year 210.4 276.8

20 unchanged sentences

Balance at March 31, 2025 $ 92.6 $ 4,622.4 $ 7,549.8 $ ( 7,361.8 ) $ ( 772.9 ) $ 4,130.1

Net income 754.7 754.7

Other comprehensive income 175.0 175.0

Treasury stock purchased ( 518.5 ) ( 518.5 )

Stock-based compensation activity 0.1 58.7 ( 0.4 ) 58.4

Other adjustments ( 0.9 ) ( 0.9 )

Cash dividends -- $ 0.79 per share

( 197.9 ) ( 197.9 )

Balance at June 30, 2025 $ 92.7 $ 4,680.2 $ 8,106.6 $ ( 7,880.7 ) $ ( 597.9 ) $ 4,400.9

(in millions, except per share data) Common

12 unchanged sentences

Balance at March 31, 2024 $ 92.0 $ 4,298.8 $ 5,611.0 $ ( 5,793.1 ) $ ( 705.0 ) $ 3,503.7

Net income 889.9 889.9

Other comprehensive income ( 71.9 ) ( 71.9 )

Treasury stock purchased ( 434.4 ) ( 434.4 )

Stock-based compensation activity 0.1 44.4 ( 0.2 ) 44.3

Other adjustments ( 1.2 ) ( 1.2 )

Cash dividends -- $ 0.715 per share

( 178.6 ) ( 178.6 )

Balance at June 30, 2024 $ 92.1 $ 4,342.0 $ 6,322.3 $ ( 6,227.7 ) $ ( 776.9 ) $ 3,751.8

See notes to condensed consolidated financial statements.

2 unchanged sentences

(millions of dollars, unless otherwise noted)

Periods ended March 31, 2025 and 2024

Periods ended June 30, 2025 and 2024

NOTE 1 - BASIS OF PRESENTATION

7 unchanged sentences

The Company has historically experienced, and expects to continue to experience, variability in quarterly results.

The results of operations for the three months ended March 31, 2025 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the reportable segments traditionally occurring during the second and third quarters.

The results of operations for the three and six months ended June 30, 2025 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the reportable segments traditionally occurring during the second and third quarters.

However, periods of economic uncertainty can alter the Company’s seasonal patterns.

Since December 31, 2024, a ccounting estimates were revised as necessary during the first three months of 2025 based on new information and changes in facts and circumstances.

Since December 31, 2024, a ccounting estimates were revised as necessary during the first six months of 2025 based on new information and changes in facts and circumstances.

The following represents updates to certain significant accounting policy disclosures.

2 unchanged sentences

As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 211.5 million, $ 215.7 million and $ 238.7 million at March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 222.2 million, $ 215.7 million and $ 242.6 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

Non-Traded Investments

6 unchanged sentences

Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Income.

Three Months Ended

March 31, March 31,

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

2025 2024 2025 2024

Amortization of Non-Traded Investments $ 28.7 $ 22.3 $ 57.4 $ 42.4

4 unchanged sentences

On the Statements of Condensed Consolidated Cash Flows, the tax credits and other tax benefits are presented as a Change in working capital accounts - net and in Deferred income taxes within Operating activities.

Tax credits and other tax benefits reduced Accrued taxes by $ 31.5 million, $ 104.9 million and $ 21.8 million at March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

Tax credits and other tax benefits reduced Accrued taxes by $ 63.4 million, $ 104.9 million and $ 47.4 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

The following table summarizes the balances related to Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

28 unchanged sentences

Closed in Current Year

In June 2025, the Company completed the acquisition of a domestic regional floor covering provider for an immaterial purchase price.

The acquired business is reported within the Company’s Paint Stores Group.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

In March 2025, the Company completed the acquisition of a European coil and industrial coatings company for approximately $ 80 million.

9 unchanged sentences

Included in Inventories were the following:

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

9 unchanged sentences

Included in Property, plant and equipment, net were the following:

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

9 unchanged sentences

The following table summarizes the Company’s outstanding debt:

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

6 unchanged sentences

For further details on the Company’s long-term debt, see Note 7 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In April 2025, in anticipation of a probable issuance of new long-term fixed rate debt within the next twelve months, the Company entered into interest rate lock contracts with an aggregate notional amount of $ 300 million.

See Notes 12 and 13 for additional information.

Short-Term Borrowings

1 unchanged sentence

The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program, various credit agreements and letters of credit.

At March 31, 2025, the Company had unused capacity under its various credit agreements of $ 2.148 billion.

At June 30, 2025, the Company had unused capacity under its various credit agreements of $ 2.235 billion.

The following table summarizes the Company’s short-term borrowings:

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

14 unchanged sentences

2025 2024 2025 2024 2025 2024

Three Months Ended March 31:

Three Months Ended June 30:

Service cost $ 0.7 $ 0.9 $ 1.1 $ 1.2 $ 0.1 $ 0.1

4 unchanged sentences

Net periodic pension and benefit (credit) cost $ ( 0.4 ) $ 0.4 $ 1.3 $ 1.1 $ ( 2.4 ) $ ( 4.2 )

Six Months Ended June 30:

Service cost $ 1.4 $ 1.8 $ 2.2 $ 2.4 $ 0.2 $ 0.2

Interest cost 2.6 2.4 6.2 6.0 3.4 3.4

Expected return on assets ( 4.8 ) ( 4.2 ) ( 5.2 ) ( 5.6 ) — —

Amortization of prior service cost (credit) 1.0 1.0 — ( 0.1 ) ( 7.2 ) ( 11.9 )

Amortization of actuarial gains ( 1.0 ) ( 0.1 ) ( 0.6 ) ( 0.5 ) ( 1.2 ) ( 0.2 )

Net periodic pension and benefit (credit) cost $ ( 0.8 ) $ 0.9 $ 2.6 $ 2.2 $ ( 4.8 ) $ ( 8.5 )

Service cost is recorded in Cost of goods sold and Selling, general and administrative expenses.

14 unchanged sentences

If the reasonably estimable costs can only be identified as a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is provided.

The Company routinely assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available, including as a result of sites progressing through investigation and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued.

At March 31, 2025 and 2024, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $ 223.8 million and $ 224.8 million , respectively.

Estimated costs of current investigation and remediation activities of $ 65.9 million and $ 92.4 million are included in Other accruals at March 31, 2025 and 2024 , respectively.

Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the

various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site.

If the Company’s future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company’s accrual for environmental-related activities would be $ 92.9 million higher than the minimum accruals at March 31, 2025.

and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued.

At June 30, 2025 and 2024, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $ 218.6 million and $ 222.1 million, respectively.

Estimated costs of current investigation and remediation activities of $ 65.0 million and $ 94.4 million are included in Other accruals at June 30, 2025 and 2024, respectively.

If the Company’s future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company’s accrual for environmental-related activities would be $ 88.4 million higher than the minimum accruals at June 30, 2025.

Additionally, costs for environmental-related activities may not be reasonably estimable at early stages of investigation and therefore would not be included in the unaccrued maximum amount.

Four of the Company’s currently and formerly owned manufacturing sites (Major Sites) account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at March 31, 2025 .

At March 31, 2025 , $ 242.3 million, or 83.6 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 92.9 million at March 31, 2025 , $ 70.0 million, or 75.3 %, related to the Major Sites.

At June 30, 2025, $ 239.8 million, or 84.6 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 88.4 million at June 30, 2025, $ 66.1 million, or 74.8 %, related to the Major Sites.

The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction and project management and other costs.

5 unchanged sentences

Gibbsboro has been divided by the Environmental Protection Agency (EPA) into six operable units (OUs) based on location and characteristics, whose investigation and remediation efforts are likely to occur over an extended period of time.

To date, the Company has completed remedy construction on three of the six operable units.

To date, the Company has completed remedy construction on three of the six OUs.

While there are administrative tasks to be completed before final agency approval, the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited.

9 unchanged sentences

Unasserted claims could have a material effect on the Company’s loss contingency as more information becomes available over time.

At March 31, 2025 , the Company did not have material loss contingency accruals related to unasserted claims.

At June 30, 2025 , the Company did not have material loss contingency accruals related to unasserted claims.

Management does not expect that a material portion of unrecognized loss contingencies will be recoverable through insurance, indemnification agreements or other sources.

In the event any future loss contingency significantly exceeds the current amount accrued, the recording of the ultimate liability may result in a material impact on Net income for the annual or interim period during which the additional costs are accrued.

Moreover, management does not believe that any potential liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company’s financial condition, liquidity or cash flow due to the extended length of time during which environmental investigation and remediation takes place.

Moreover, management does not believe that any potential

liability ultimately attributed to the Company for its environmental-related matters will have a material adverse effect on the Company’s financial condition, liquidity or cash flow due to the extended length of time during which environmental investigation and remediation takes place.

An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.

Management expects these contingent environmental-related liabilities to be resolved over an extended period of time.

Management is unable to provide a more specific time frame due to the indeterminate amount of time to conduct investigation

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

Management is unable to provide a more specific time frame due to the indeterminate amount of time to conduct investigation activities at any site, the indeterminate amount of time to obtain environmental agency approval, as necessary, with respect to investigation and remediation activities, and the indeterminate amount of time necessary to conduct remediation activities.

Asset Retirement Obligations

The Asset Retirement and Environmental Obligations Topic of the ASC requires a liability to be recognized for the fair value of a conditional asset retirement obligation if a settlement date and fair value can be reasonably estimated.

The Company recognizes a liability for any conditional asset retirement obligation when sufficient information is available to reasonably estimate a settlement date to determine the fair value of such a liability.

The Company has identified certain conditional asset retirement obligations at various current and closed manufacturing, distribution and store facilities.

These obligations relate primarily to asbestos abatement, hazardous waste Resource Conservation and Recovery Act (RCRA) closures, well abandonment, transformers and used oil disposals and underground storage tank closures.

Using investigative, remediation and disposal methods that are currently available to the Company, the estimated costs of these obligations were accrued and are not significant.

The recording of additional liabilities for future conditional asset retirement obligations may result in a material impact on Net income for the annual or interim period during which the costs are accrued.

Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity or cash flow due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities.

Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity or cash flows due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities.

An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.

See Note 10 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

Real Estate Financing

The Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions, one of which was to sell and subsequently lease back its partially-constructed new global headquarters.

Net proceeds are recognized within the Financing Activities section in the Statements of Condensed Consolidated Cash Flows.

The Company received the final proceeds for the new global headquarters in the first quarter of 2025 for a total of $ 800 million.

These proceeds are recognized within the Financing Activities section in the Statements of Condensed Consolidated Cash Flows.

The following tables summarize the activity related to this transaction and the corresponding balances recognized in the Consolidated Balance Sheets.

Three Months Ended

March 31, March 31,

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

2025 2024 2025 2024

Proceeds received $ — $ 84.5 $ 40.9 $ 161.5

Capitalized interest (1)

14.1 10.8 27.7 20.2

(1) Interest is capitalized within construction in progress in Property, plant and equipment, net.

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

79 unchanged sentences

The NJ DEP seeks to recover natural resource damages, punitive damages and litigation fees and costs, as well as other costs, damages, declaratory relief and penalties pursuant to New Jersey state statutes and common law theories in connection with the alleged discharge of hazardous substances and pollutants at the Company’s Gibbsboro, New Jersey site, a former manufacturing plant and related facilities.

Following expert discovery, on November 20, 2024, the Company filed a motion in the United States District Court for the District of New Jersey seeking to enforce the terms of an April 2019 Remedial Design/Remedial Action Consent Decree between the Company and the United States Environmental Protection Agency (the Consent Decree) that is being attacked by the NJ DEP’s state court lawsuit.

On December 21, 2024, the United States filed a brief in opposition to the Company’s motion, to which the Company filed a reply brief.

The Company’s motion regarding the Consent Decree remains pending in federal court.

Meanwhile, on November 20, 2024, the Company filed a motion to stay the

state court proceedings pending resolution of the Company’s motion regarding the Consent Decree.

On December 19, 2024, the state court denied the Company’s stay motion, but suspended all then-pending dates in the court’s schedule, including the previous trial date of March 10, 2025, until an ongoing discovery dispute between the Company and the NJ DEP is resolved.

On December 20, 2024, the NJ DEP filed a motion for partial summary judgment seeking to find the Company liable under the Spill Act and Solid Waste Management Act, which the state court denied on January 31, 2025.

Following expert discovery, on November 20, 2024, the Company filed a motion in the United States District Court for the District of New Jersey seeking to enforce the terms of an April 2019 Remedial Design/Remedial Action Consent Decree between the Company and the United States Environmental Protection Agency that is being attacked by the NJ DEP’s state court lawsuit.

On December 21, 2024, the United States filed a brief in opposition to the

Company’s motion, to which the Company filed a reply brief.

On July 16, 2025, the federal court held a hearing on the Company’s motion and denied the motion without prejudice.

In the state court case, there is an ongoing discovery dispute that remains pending between the Company and the NJ DEP.

The state court has set a trial date of February 23, 2026.

In July 2024, a third-party assurance, testing, inspection and certification provider changed its listing for one of the Company’s protective coatings products, an intumescent coating used for fire protection of steel beam assemblies.

The Company has received claims regarding this matter and is working with its customers and end users to assist in understanding the potential impacts of the listing change, including the extent of potential remedial action that may involve the application of additional product.

The Company’s review of this matter is ongoing.

Except for an immaterial product warranty liability which remains recorded on the Consolidated Balance Sheets as of March 31, 2025, any additional amount or range of potential loss cannot be reasonably estimated at this time.

The Company has received claims regarding this matter, including from a competitor, and is working with its customers and end users to assist in understanding the potential impacts of the listing change, including the extent of potential remedial action that may involve the application of additional product.

The Company is also investigating potential inaccuracies for certain other Firetex intumescent products arising out of tests conducted on those products by the same third-party provider.

Additionally, the Company is investigating an issue in connection with its Firetex Design Estimator software in which the software recommended estimated dry film thicknesses (DFT) for certain intumescent products that were in excess of published maximum DFTs, for which the Company has also received claims.

The Company’s review of these matters is ongoing.

Except for an immaterial product warranty liability which remains recorded on the Consolidated Balance Sheets as of June 30, 2025, any additional amount or range of potential loss cannot be reasonably estimated at this time.

NOTE 10 - SHAREHOLDERS’ EQUITY

5 unchanged sentences

First Quarter $ 0.79 $ 200.4 $ 0.715 $ 182.5

Second Quarter 0.79 197.9 0.715 178.6

Total $ 1.58 $ 398.3 $ 1.43 $ 361.1

Treasury Stock

The Company acquires its common stock for general corporate purposes through its publicly announced share repurchase program.

As of March 31, 2025, the Company had remaining authorization from its Board of Directors to purchase 33.4 million shares of its common stock.

As of June 30, 2025, the Company had remaining authorization from its Board of Directors to purchase 32.0 million shares of its common stock.

The table below summarizes share repurchases:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2025 2024 2025 2024

Treasury stock purchases (in millions) $ 518.5 $ 434.4 $ 870.2 $ 979.9

2 unchanged sentences

Other Activity

During the three months ended March 31, 2025, 198,718 stock options were exercised at a weighted average price per share of $ 134.53 .

During the six months ended June 30, 2025, 380,520 stock options were exercised at a weighted average price per share of $ 135.47 .

In addition, 175,344 restricted stock units vested during the same period.

Subsequent Event

Effective April 16, 2025, the Company’s shareholders approved The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan (2025 Plan).

The 2025 Plan replaces The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of October 13, 2023), The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors and The Sherwin-Williams Company 2007 Executive Annual Performance Bonus Plan (Amended and Restated as of October 13, 2023).

The 2025 Plan has an aggregate of 21,969,555 shares of common stock available for awards.

The number of shares of common stock authorized for issuance under the 2025 Plan is 21,969,555 .

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

5 unchanged sentences

Amounts recognized in AOCI (1), (2)

282.8 3.1 285.9

Amounts reclassified from AOCI (3), (4)

( 6.8 ) ( 1.8 ) ( 8.6 )

Balance at March 31, 2025 $ ( 866.3 ) $ 69.7 $ 23.7 $ ( 772.9 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $( 36.3 ) million, net of taxes during the three months ended March 31, 2025.

(2) Pension and other postretirement benefits adjustments are net of taxes of $ 1.1 million for the three months ended March 31, 2025.

(3) Unrealized net gains on cash flow hedges are net of taxes of $ 0.3 million for the three months ended March 31, 2025.

Balance at June 30, 2025 $ ( 690.1 ) $ 66.3 $ 25.9 $ ( 597.9 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $( 145.3 ) million, net of taxes during the six months ended June 30, 2025.

(2) Unrealized net gains on cash flow hedges are net of taxes of $( 1.0 ) million for the six months ended June 30, 2025.

(3) Pension and other postretirement benefits adjustments are net of taxes of $ 2.2 million for the six months ended June 30, 2025.

(4) Unrealized net gains on cash flow hedges are net of taxes of $ 0.6 million for the six months ended June 30, 2025.

See Statements of Consolidated Comprehensive Income.

7 unchanged sentences

( 8.9 ) ( 1.8 ) ( 10.7 )

Balance at March 31, 2024 $ ( 792.2 ) $ 59.8 $ 27.4 $ ( 705.0 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $ 18.3 million, net of taxes during the three months ended March 31, 2024.

(2) Pension and other postretirement benefits adjustments are net of taxes of $ 1.5 million for the three months ended March 31, 2024.

(3) Unrealized net gains on cash flow hedges are net of taxes of $ 0.3 million for the three months ended March 31, 2024.

Balance at June 30, 2024 $ ( 858.8 ) $ 55.4 $ 26.5 $ ( 776.9 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $ 24.1 million, net of taxes during the six months ended June 30, 2024.

(2) Pension and other postretirement benefits adjustments are net of taxes of $ 2.9 million for the six months ended June 30, 2024.

(3) Unrealized net gains on cash flow hedges are net of taxes of $ 0.6 million for the six months ended June 30, 2024.

See Statements of Consolidated Comprehensive Income.

6 unchanged sentences

Dollar denominated fixed-rate debt to euro denominated fixed-rate debt.

The outstanding contracts as of March 31, 2025 are summarized by maturity date in the table below.

The outstanding contracts as of June 30, 2025 are summarized by maturity date in the table below.

Notional Value Maturity Date

6 unchanged sentences

See Note 13 for additional information on the fair value of these contracts.

March 31, December 31, March 31,

June 30, December 31, June 30,

2025 2024 2024

1 unchanged sentence

Other assets — 39.5 7.0

Other accruals 16.5 — —

Other long-term liabilities 127.6 — 0.1

1 unchanged sentence

The following table summarizes the unrealized (losses) gains:

Three Months Ended

March 31, March 31,

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

2025 2024 2025 2024

(Losses) gains $ ( 144.7 ) $ 7.7 $ ( 192.9 ) $ 32.0

2 unchanged sentences

$ ( 109.0 ) $ 5.8 $ ( 145.3 ) $ 24.1

Cash Flow Hedges

In April 2025, the Company entered into interest rate lock contracts with an aggregate notional amount of $ 300 million in anticipation of a probable issuance of new long-term fixed rate debt within the next twelve months.

These contracts hedge the variability in the benchmark interest rate (US Treasury) and were recorded as an asset of $ 4.1 million within Other current assets at June 30, 2025.

See Notes 11 and 13 for information on the related component recognized in AOCI and fair value, respectively.

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

See Note 15 for further details.

There were no material foreign currency option and forward contracts outstanding at March 31, 2025, December 31, 2024 and March 31, 2024.

There were no material foreign currency option and forward contracts outstanding at June 30, 2025, December 31, 2024 and June 30, 2024.

NOTE 13 - FAIR VALUE MEASUREMENTS

5 unchanged sentences

Significant unobservable inputs

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at March 31, 2025, December 31, 2024 and March 31, 2024.

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at June 30, 2025, December 31, 2024 and June 30, 2024.

Except for the acquisition related fair value measurements described in Note 3, there were no assets and liabilities measured at fair value on a nonrecurring basis.

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

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Total Level 1 Level 2 Total Level 1 Level 2 Total Level 1 Level 2

1 unchanged sentence

Net investment hedges — — — 48.9 — 48.9 8.5 — 8.5

Available-for-sale debt securities — — — — — — 4.7 — 4.7

Interest rate locks 4.1 — 4.1 — — — — — —

$ 108.2 $ 104.1 $ 4.1 $ 147.5 $ 98.6 $ 48.9 $ 102.3 $ 93.8 $ 8.5

2 unchanged sentences

The investments are marketable securities accounted for under the Debt and Equity Securities Topics of the ASC.

The level 1 investments are valued using quoted market

prices multiplied by the number of shares.

There was $ 6.9 million, $ 7.0 million and $ 6.6 million of deferred compensation plan assets held in partnership funds measured using net asset value (or its equivalent) as a practical expedient as of March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

The Level 1 investments are valued using quoted market prices multiplied by the number of shares.

There was $ 7.0 million, $ 7.0 million and $ 6.6 million of deferred compensation plan assets held in partnership funds measured using net asset value (or its equivalent) as a practical expedient as of June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

These investments are not classified in the fair value hierarchy.

The cost basis of all investments within the deferred compensation plan was $ 84.8 million, $ 82.7 million and $ 78.1 million at March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

The cost basis of all investments within the deferred compensation plan was $ 86.1 million, $ 82.7 million and $ 80.3 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

The net investment hedges represent the fair value of the cross currency swaps.

1 unchanged sentence

The fair value is based on a valuation model that uses observable inputs, including interest rate curves and the euro foreign currency rate.

The available-for-sale debt securities consisted of bonds issued by a foreign government that settled in 2024.

The fair value was based on pricing models that use observable data from a market with limited activity.

The cost basis at March 31, 2024 was $ 6.7 million.

The interest rate locks represent the fair value of the hedging contracts entered into in anticipation of a probable issuance of new long-term fixed rate debt.

See Note 12 for further details.

The fair value is based on a valuation model that uses observable inputs, including interest rate curves.

The carrying amounts reported for Cash and cash equivalents and Short-term borrowings approximate fair value.

3 unchanged sentences

The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Value Carrying

10 unchanged sentences

Contracts are at standalone pricing.

The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied.

The performance obligation in these contracts is determined by each of the

individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied.

This generally occurs with the transfer of control of our products to the customer.

5 unchanged sentences

The Company has made payments or given credits for various incentives at the beginning of a long-term contract where future revenue is expected and before satisfaction of performance obligations.

Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments over the expected benefit life of the long-term contract, typically on a straight-line basis.

Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments as a reduction to Net sales over the expected benefit life of the long-term contract, typically on a straight-line basis.

The majority of variable consideration in the Company’s contracts include volume rebates, discounts and other incentives, where the customer receives a retrospective percentage rebate based on the amount of their purchases.

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Balance at December 31, 2024 $ 2,388.8 $ 55.0 $ 231.0 $ 386.2 $ 1.6

Balance at March 31, 2025 2,813.1 82.7 234.1 245.8 15.0

Balance at June 30, 2025 3,111.9 85.9 247.7 304.0 14.8

The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the contractual performance obligation and the associated payment.

13 unchanged sentences

The following table summarizes the movement in the Company’s allowance for current expected credit losses:

Three Months Ended

Six Months Ended

Beginning balance $ 60.4 $ 59.6

3 unchanged sentences

NOTE 15 - OTHER (INCOME) EXPENSE

Other general expense - net

Included in Other general expense - net were the following:

Other general expense (income) - net

Included in Other general expense (income) - net were the following:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Provisions for environmental matters - net $ 0.4 $ ( 14.1 ) $ 3.5 $ ( 10.5 )

1 unchanged sentence

Other 7.2 0.3 15.1 2.1

Other general expense - net $ 8.9 $ 2.0

Other general expense (income) - net $ 6.3 $ ( 33.6 ) $ 15.2 $ ( 31.6 )

Provisions for environmental matters - net represent initial provisions for site-specific estimated costs of environmental investigation or remediation and increases or decreases to environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued.

Provisions for environmental matters - net for the three and six months ended June 30, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site.

See Note 8 for further details on the Company’s environmental-related activities.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net investment gains $ ( 6.3 ) $ ( 3.8 ) $ ( 9.5 ) $ ( 8.9 )

Net expense from banking activities 4.2 4.4 8.1 7.7

Foreign currency transaction related losses - net 10.0 7.6

Foreign currency transaction related losses (gains) - net 13.1 ( 4.6 ) 23.1 3.0

Miscellaneous pension and benefit income ( 3.4 ) ( 4.9 ) ( 6.8 ) ( 9.8 )

2 unchanged sentences

Other expense (income) - net $ 4.7 $ ( 32.0 ) $ 7.6 $ ( 39.7 )

Net investment gains primarily relate to the change in market value of the investments held in the deferred compensation plan.

The three months ended March 31, 2024 also included the change in market value related to bonds issued by a foreign government.

Net investment gains primarily relate to the change in market value of the investments held in the deferred compensation plans.

The three and six months ended June 30, 2024 also included the change in market value related to bonds issued by a foreign government.

See Note 13 for further details on the fair value of these investments.

Foreign currency transaction related losses - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina, and net realized (gains) losses from foreign currency option and forward contracts.

Foreign currency transaction related losses (gains) - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina, and net realized losses (gains) from foreign currency option and forward contracts.

See Note 12 for further details regarding these foreign currency contracts.

4 unchanged sentences

NOTE 16 - INCOME TAXES

The effective tax rate was 22.8 % for the first quarter of 2025, compared to 21.1 % for the first quarter of 2024.

The increase in the effective tax rate was primarily due to a less favorable impact from tax benefits related to employee share-based payments.

The effective tax rate was 23.4 % and 23.2 % for the second quarter and first six months of 2025, respectively, compared to 24.2 % and 23.1 % for the second quarter and first six months of 2024.

The decrease in the effective tax rate for the second quarter was primarily due to a more favorable impact from tax benefits related to employee share-based payments.

The effective tax rate was essentially flat for the first six months of 2025 when compared to the same period last year.

The other significant components of the Company’s effective tax rate were consistent year-over-year.

3 unchanged sentences

At December 31, 2024, the Company had accrued $ 18.8 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, 2024 during the first three months of 2025.

There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2024 during the first six months of 2025.

The Company and its subsidiaries file income tax returns in the U.S.

1 unchanged sentence

The Company finalized the IRS audit for the 2017 through 2019 income tax returns in the fourth quarter of 2024 and paid the tax assessment in the first quarter of 2025.

The Company expects to pay the related interest assessment in the second quarter of 2025.

As of March 31, 2025, the federal statute of limitations has not expired for the 2020 through 2024 tax years.

At March 31, 2025, the Company is subject to non-U.S.

The Company paid the related interest assessment in the second quarter of 2025.

As of June 30, 2025, the federal statute of limitations has not expired for the 2020 through 2024 tax years.

At June 30, 2025, the Company is subject to non-U.S.

income tax examinations for the tax years of 2014 through 2024.

In addition, the Company is subject to state and local income tax examinations for the tax years 2017 through 2024.

On July 4, 2025, U.S.

tax reform legislation known as the One Big Beautiful Bill Act (the Tax Act) was signed into law.

Key provisions of the Tax Act relevant to the Company’s operations include immediate expensing of certain capital expenditures and domestic research and development expense beginning in 2025 and changes to various U.S.

international tax provisions going forward.

The Company does not anticipate the Tax Act will materially change its effective tax rate for 2025 and is in the process of evaluating the full impact on the condensed consolidated financial statements.

NOTE 17 - NET INCOME PER SHARE

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 754.7 $ 889.9 $ 1,258.6 $ 1,395.1

5 unchanged sentences

Stock options and other contingently issuable shares (1)

2.9 3.2 3.0 3.3

Weighted average shares outstanding assuming dilution 251.3 254.2 251.9 255.1

Diluted net income per share $ 3.00 $ 3.50 $ 5.00 $ 5.47

(1) There were 1.0 million and 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three months ended March 31, 2025 and 2024, respectively.

(1) There were 1.0 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2025.

There were 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and six months ended June 30, 2024.

NOTE 18 - REPORTABLE SEGMENT INFORMATION

2 unchanged sentences

Paint Stores Group, Consumer Brands Group and Performance Coatings Group (individually, a Reportable Segment and collectively, the Reportable Segments).

Factors considered in determining the three Reportable Segments of the Company include the nature of business activities, the management directly accountable to the Company’s Chief Operating Decision Maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors.

The Company reports all other business activities within the Administrative function.

The Company’s CODM has been identified as the Chair, President and Chief Executive Officer because she has the final authority over performance assessment and resource allocation decisions.

Because of the diverse operations of the Company, the CODM regularly receives and uses discrete financial information about each Reportable Segment as well as select supplemental financial information about certain divisions, business units or subsidiaries of the Company.

The CODM uses all such financial information for performance assessments and resource allocation decisions by comparing actual results versus forecasted and historical financial information and discussing observations with the broader leadership team responsible for managing the operations of each Reportable Segment on a monthly basis.

This includes probing inquiries and consideration of relevant internal and external factors to drive meaningful insights and specific actions.

The CODM evaluates the performance of and allocates resources to the Reportable Segments based on Segment profit or loss, which represents the segments’ Income before income taxes.

The accounting policies of the Reportable Segments are the same as those described in Note 1.

Refer to Note 22 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further details on the Company’s Reportable Segments.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Group Consumer

18 unchanged sentences

nm - not meaningful

(1) Other segment items includes Other general expense - net, Interest income and Other expense (income) - net.

(1) Other segment items includes Other general expense (income) - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded with Selling, general and administrative expenses.

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Group Consumer

18 unchanged sentences

nm - not meaningful

(1) Other segment items includes Other general expense - net, Interest income and Other expense (income) - net.

(1) Other segment items includes Other general expense (income) - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded with Selling, general and administrative expenses.

Six Months Ended June 30, 2025

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 6,642.0 $ 1,571.6 $ 3,403.1 $ 3.5 $ 11,620.2

Intersegment transfers — 2,688.8 13.7 ( 2,702.5 ) —

Total net sales and intersegment transfers 6,642.0 4,260.4 3,416.8 ( 2,699.0 ) 11,620.2

Cost of goods sold 2,922.1 3,519.0 2,217.7 ( 2,716.0 ) 5,942.8

Selling, general and administrative expenses 2,266.7 436.8 729.7 372.2 3,805.4

Interest expense — 0.1 — 216.1 216.2

Other segment items (1)

( 4.5 ) 8.4 11.6 1.6 17.1

Income before income taxes $ 1,457.7 $ 296.1 $ 457.8 $ ( 572.9 ) $ 1,638.7

% to Net sales 21.9 % 18.8 % 13.5 % nm 14.1 %

Supplemental Information:

Capital expenditures $ 61.4 $ 139.2 $ 26.2 $ 144.0 $ 370.8

Depreciation (2)

44.1 88.0 9.4 17.7 159.2

Amortization (3)

0.8 33.8 129.3 0.5 164.4

nm - not meaningful

(1) Other segment items includes Other general expense (income) - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded with Selling, general and administrative expenses.

Six Months Ended June 30, 2024

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 6,492.9 $ 1,655.3 $ 3,488.3 $ 2.3 $ 11,638.8

Intersegment transfers — 2,661.7 43.8 ( 2,705.5 ) —

Total net sales and intersegment transfers 6,492.9 4,317.0 3,532.1 ( 2,703.2 ) 11,638.8

Cost of goods sold 2,946.3 3,505.8 2,289.6 ( 2,697.3 ) 6,044.4

Selling, general and administrative expenses 2,156.7 445.2 723.4 320.2 3,645.5

Interest expense — — — 213.8 213.8

Other segment items (1)

( 10.4 ) 8.2 ( 20.1 ) ( 56.0 ) ( 78.3 )

Income before income taxes $ 1,400.3 $ 357.8 $ 539.2 $ ( 483.9 ) $ 1,813.4

% to Net sales 21.6 % 21.6 % 15.5 % nm 15.6 %

Supplemental Information:

Capital expenditures $ 66.4 $ 128.1 $ 0.4 $ 339.8 $ 534.7

Depreciation (2)

43.3 76.4 9.7 13.5 142.9

Amortization (3)

1.1 33.3 128.1 1.1 163.6

nm - not meaningful

(1) Other segment items includes Other general expense (income) - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded with Selling, general and administrative expenses.

In the Reportable Segment financial information, Segment profit represents each Reportable Segment’s Income before income taxes.

5 unchanged sentences

For expenses that are not specifically identifiable to a certain Reportable Segment, an appropriate allocation base is identified, and expenses are allocated based on each segment’s respective share of the allocation base.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the Chief Operating Decision Maker (CODM) and includes intersegment expenses within the amounts shown.

Net sales of all consolidated foreign subsidiaries were $ 1.045 billion and $ 1.103 billion for the three months ended March 31, 2025 and 2024, respectively.

Long-lived assets of these subsidiaries totaled $ 3.583 billion and $ 3.524 billion at March 31, 2025 and 2024, respectively.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM and includes intersegment expenses within the amounts shown.

Net sales of all consolidated foreign subsidiaries were $ 1.155 billion and $ 1.143 billion for the three months ended June 30, 2025 and 2024, respectively.

Net sales of all consolidated foreign subsidiaries were $ 2.200 billion and $ 2.246 billion for the six months ended June 30, 2025 and 2024, respectively.

Long-lived assets of these subsidiaries totaled $ 3.797 billion and $ 3.456 billion at June 30, 2025 and 2024, respectively.

Domestic operations accounted for the remaining Net sales and long-lived assets.

5 unchanged sentences

Group Administrative Consolidated

March 31, 2025 $ 6,143.8 $ 7,156.8 $ 8,071.1 $ 3,264.4 $ 24,636.1

June 30, 2025 $ 6,446.1 $ 7,151.8 $ 8,293.4 $ 3,472.3 $ 25,363.6

December 31, 2024 5,878.0 6,854.7 7,847.4 3,052.5 23,632.6

March 31, 2024 5,936.5 6,850.6 8,217.3 2,423.7 23,428.1

June 30, 2024 6,202.9 6,709.1 8,138.3 2,683.7 23,734.0

For further details on the Company’s Reportable Segments, see Note 22 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements