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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number 1-4851
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office: THE SHERWIN-WILLIAMS
COMPANY, 101 PROSPECT AVENUE, N.W., CLEVELAND, OHIO 44115
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FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
FOR
ANNUAL REPORT ON FORM 11-K
THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
CLEVELAND, OHIO
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee of
The Sherwin-Williams Company
Employee Stock Purchase and Savings Plan
Cleveland, Ohio
We have audited the accompanying statements of financial condition of The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan as
of December 31, 1993 and 1992, and the related statements of operations
and plan equity for the year ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The Sherwin-
Williams Company Employee Stock Purchase and Savings Plan at December 31,
1993 and 1992, and the results of its operations and changes in its plan
equity for the year ended December 31, 1993, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment as of December 31, 1993, and
transactions or series of transactions in excess of 5% of the current
value of plan assets for the year then ended are presented for purposes
of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the financial statements.
The supplemental schedules have been subjected to the auditing procedures
applied in our audit of the 1993 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
1993 financial statements taken as a whole.
/s/ Ernst & Young
ERNST & YOUNG
Cleveland, Ohio
June 17, 1994
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ANNUAL REPORT
THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
December 31, 1993 and 1992
The following financial statements and other information of The
Sherwin-Williams Company Employee Stock Purchase and Savings Plan (the "Plan")
are included herewith:
Statements of financial condition--December 31, 1993 and 1992
Statements of operations and plan equity--Year ended December 31, 1993
Notes to financial statements
The following supplemental schedules of the Plan included in the Annual Report
of the Plan on Form 5500 filed with the Internal Revenue Service for the year
ended December 31, 1993, are included herewith:
Item 27(a)--Assets held for investment--The Sherwin-Williams Company Employee
Stock Purchase and Savings Plan
Item 27(d)--Transactions or series of transactions in excess of 5% of the
current value of plan assets--The Sherwin-Williams Company
Employee Stock Purchase and Savings Plan
All other supplemental schedules and notes for which provision is made in the
applicable rules and regulations of the Department of Labor Regulations are not
required under the related instructions or are inapplicable and, therefore,
have been omitted.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee, created under the Plan to administer the Plan, has
duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
THE SHERWIN-WILLIAMS COMPANY
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
/S/D. J. Gauntner
-----------------
D. J. Gauntner, Secretary of the
Administrative Committee of
the Plan
June 27, 1994
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EXHIBIT A.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment
Number 5 dated April 28, 1989, to the Registration Statement Number 2-80510 on
Form S-8 pertaining to The Sherwin-Williams Company Employee Stock Purchase and
Savings Plan and in the related Prospectus, of our report dated June 17, 1994,
with respect to the financial statements and schedules of The Sherwin-Williams
Company Employee Stock Purchase and Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1993.
/s/ Ernst & Young
ERNST & YOUNG
Cleveland, Ohio
June 24, 1994
