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THOMSON REUTERS STREETEVENTS
       EDITED TRANSCRIPT
       SHW - Sherwin-Williams to Acquire Comex - Conference Call

       EVENT DATE/TIME: NOVEMBER 12, 2012 / 4:00PM GMT

       OVERVIEW:
       SHW announced that it has signed a definitive agreement to acquire Comex. Co.
       will pay approx. $2.34b including assumed debt, in an all-cash transaction.

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©2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without
the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated
companies.

NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

CORPORATE PARTICIPANTS
Bob Wells Sherwin-Williams Co - SVP of Corporate Communications
Chris Connor Sherwin-Williams Co - Chairman, CEO
Sean Hennessy Sherwin-Williams Co - CFO, SVP of Finance

CONFERENCE CALL PARTICIPANTS
Ghansham Panjabi Robert W. Baird & Company, Inc. - Analyst
PJ Juvekar Citigroup - Analyst
Jeffrey Zekauskas JPMorgan Securities Inc. - Analyst
Don Carson Susquehanna Financial Group / SIG - Analyst
Brian Maguire Goldman Sachs - Analyst
Greg Melich ISI Group - Analyst
Chris Perla BofA Merrill Lynch - Analyst
Kevin McCarthy BofA Merrill Lynch - Analyst
Chris Masela RBC Capital Markets - Analyst
Dennis McGill Zelman & Associates - Analyst
Charles Dan Morgan Stanley - Analyst
Ivan Marcuse KeyBanc Capital Markets - Analyst
Chuck Cerankosky Northcoast Research - Analyst
Dmitry Silversteyn Longbow Research - Analyst
Steve O'Neil Hilliard Lyons - Analyst
Carly Mattson Goldman Sachs - Analyst
Nils Wallin Credit Agricole Securities - Analyst
Scotty Dajneeson Buckingham Research - Analyst

PRESENTATION
Operator
Good morning. Thank you for joining the Sherwin-Williams Company's announcement of a definitive agreement to acquire Comex. With us on
today's call are Chris Connor, Chairman and CEO; Sean Hennessy, Senior Vice President, Finance and CFO; and Bob Wells, Senior Vice President
Corporate Communications. This conference call is being webcast simultaneously in a listen only mode by VCall, via the Internet at www.Sherwin.com.
An archived replay of this webcast will be available at www.Sherwin.com beginning approximately two hours after this conference call concludes
and will be available until Friday, November 16, 2012 at 5 pm Eastern time. Following a brief review of the terms of the transaction and financial
highlights, we will open the session to questions. I will now turn the call over to Bob Wells.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Bob Wells - Sherwin-Williams Co - SVP of Corporate Communications
Thanks, Jessie. Good morning, everyone. If you are participating in this call by phone, you will find a slide presentation to accompany our remarks
on the Sherwin-Williams website www.Sherwin.com. From the home page click on About Us, choose Investor Relations, then select Company
Presentations and click on the link entitled Sherwin-Williams to acquire Comex.

Our presentation today will contain certain forward-looking statements concerning the proposed acquisition of Comex. These forward-looking
statements are based upon Management's current expectations, estimates, assumptions and beliefs. Forward-looking statements are necessarily
subject to risks, uncertainties, and other factors, many of which are outside of our control that could cause actual results to differ materially from
such statements and from our historical results and experience. Any forward-looking statements speak only as of today, and we have no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. If you'd like more information
about the risks involved with forward-looking statements, please see our SEC filings. I will now turn the call over to Chris Connor, will begin his
remarks on the slide entitled Call Agenda.

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Thanks, Bob, and good morning, everyone, or perhaps more appropriately today, buenos dias. Thanks for joining us. This morning, before the
market opened, we issued a press release announcing that we have signed a definitive agreement to acquire Comex, a leader in the Mexican paint
and coatings market with significant operations also in the United States and Canada. Once closed, this will be the largest acquisition in our
Company's history. But it's not the size of the deal we find so compelling, it's the fact that Comex is the perfect strategic fit for Sherwin-Williams. It
complements our current business mix and reinforces our long-standing growth strategy. The majority of Comex's is business is supplying premium
architectural paints and related products to professional painting contractors through company-operated stores and concessionaires throughout
the Americas. There is no clearer articulation of our business model and our growth strategy than that. So, let me cover the first four items on our
agenda, the summary of the transaction, a brief description of Comex, why this acquisition makes sense, and what the combined entity will look
like. Then, I will turn the call over to Sean Hennessy to walk you through some financial highlights.

Turning to slide 2, which provides a brief summary of the transaction, first of all, this will be an all-cash deal for approximately $2.3 billion. Although
we expect it to be dilutive in the quarter in which the deal is closed, it will be accretive in the first 12 months. For some time now, we have been
commenting that our number one focus for M&A activity is strengthening our architectural businesses in the Americas, preferably through
company-operated stores. In that regard, no other potential acquisition comes close to providing the same benefits to Sherwin-Williams as Comex.
As I mentioned, it expands architectural business in Mexico, the US, and Canada, and importantly, increases our distribution in our lower store
penetration markets, namely in the western portions of the United States and Canada. Of course, completion of the transaction is subject to
customary regulatory review and approvals.

For those of you, perhaps unfamiliar with this exceptional company, slide 3 provides a brief introduction to Comex. Founded and currently managed
by the third generation of the Achar family, the company recently celebrated 60 years in business. It generated about $1.4 billion in sales in 2011,
with roughly two thirds of that in Mexico, the remaining third in the US and Canada. They go to market with a strong portfolio of brands, all of
which enjoy high consumer and contractor acceptance, and all of which are very familiar to us. There are many similarities between the way our
two companies approach market segmentation, product innovation, operational excellence, manpower development, and market share expansion,
all the while maintaining a strong focus on outstanding customer service. And perhaps most compelling of all, they serve primarily the professional
painter market through the second largest paint store -- specialty paint stores organization in the Western Hemisphere, over 3,300 points of sales
in Mexico, operated by 750 concessionaires, 240 company-operated stores in the United States, and 78 stores in Canada.

Turning to slide 4, which breaks down Comex's is revenue by product category and geography, you can see that they are heavily weighted towards
architectural paint, which accounted for over 75% of their business in 2011. Again, for those of you familiar with our business model, architectural
paint has always been a key driver of both solid margins and strong cash generation.

This acquisition makes sense on so many levels, but there are three main points that summarize our rationale, and you'll find them on slide number
5. The complementary business mix of the two companies will help to improve the scale of our operations, particularly in Latin America, leading

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to greater productivity and medium-term margin improvement. Second, part the combination of the two world-class R&D functions should also
accelerate technology development and create technology transfer opportunities.

I've already touched on the increase in recent coverage resulting from the deal, but I've not talked much about the portfolio of highly respected
brands that Comex brings to our Company. Comex is an iconic brand in Mexico, with virtually 100% brand recognition; clearly, the leading branded
Mexico. The US and Canadian brands, Frazee, Kwal, Parker, Color Wheel, General and more, have built a strong painting contractor followings over
the many years that these respective stores have been in business.

Slide 6 should be familiar too most of you. We've used the slide in our Investor Relations deck for more than a decade. This slide lists the top 10
operators of specialty paint stores in the US by store count, and we use it to help make two important points. First, that store count and density
matters, and second, that many of the competitors on this list below Akzo Nobel and PPG would fit our Company very well as acquisition candidates.
At the number three spot on the list, Professional Paint, Incorporated, the US and Canadian portion of Comex, has always been of great interest to
us.

It is also very likely that you've seen this next slide, slide number 7, more than once in the past. It's a graphic depiction of our current store density
in the US and Canada, and it helps us make the point that our store count is relatively low west of the Rocky Mountains and North of the Canadian
border. By overlaying the Comex/PPI store locations on the store penetration map, slide 8 illustrates what a great fit Comex is for our Paint Stores
Group. This acquisition significantly improves our retail distribution on the west coast of the US and in many Canadian border markets.

On slide 9, the integration of Comex will involve both our Latin American coatings group and our Paint Stores Group. Paint Stores has honed the
art of integrating acquired stores, while maximizing customer retention. In the past decade alone, they have successfully integrated five acquired
companies, Duron, M.A.B., Columbia, Mautz and Flex Bon totaling nearly 500 stores. Our Latin American coatings group will have the task of bringing
together two organizations are roughly equivalent size and finding the appropriate synergies.

The pie chart on slide 10 probably also looks familiar to most of you. It's our 2011 revenue breakdown by segment. The purpose of presenting this
chart with the numbers removed is to give you a visual feel for the relative size of each of these segments. Needless to say, our business is heavily
skewed towards Paint Stores Group with Latin America, the other segment that sells architectural coatings through company-operated stores and
dedicated dealers, relatively smaller. On slide 11, we show what happens to our segment mix when we combine our results in 2011 with that of
Comex. Note that the Paint Stores Group, still generates more than half of the Company's revenues, Latin America becomes a much larger piece
of the Company, and as I said before, we should expect scale advantages to come with increased size. Importantly, our company-operated store
business, combined with concessionaires and direct sales, still account for more than 75% of our total revenues. In other words, our business mix
did not change significantly. With those comments made, let me turn the call over to Sean to discuss the financial highlights of the transaction.

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Good morning. I would like to review the financial highlights. The total purchase price was approximately $2.34 billion, including the assumption
of debt. With that, will be determined -- the amount will be determined at close. The acquisition will be accretive in the first 12 months. The initial
quarter will be dilutive, due to the closing costs. We will finance $2 billion in the debt markets. We would like -- we like the rates where they are
today, and we will probably issue a portion of the debt before year-end. Our debt to EBITDA ratio, which is currently 1.0, at the closing our debt to
ratio will approach 3.0 times, using SW's EBITDA alone. We are only using our own EBITDA to be conservative. Our debt ratio will be 2.3 to 2.5 times
by year-end 2013.

By year-end 2018, our debt ratio will be all the way back down to 1.25 times. We will continue to distribute a dividend in our current ratio of 30%
of prior earnings. We expect our dividend payout to approach $200 million in 2013. Our stock buybacks will be reduced from our most recent
annual history. We will continue to buy back stock to ensure stock options are not dilutive, but for approximately two years, it will be reduced.
Thank you. I'd like to turn the call back over to Chris.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Great. At this point in time, would be happy to take your questions.

QUESTIONS AND ANSWERS
Operator
(Operator Instructions)

Ghansham Panjabi, Robert W. Baird.

Ghansham Panjabi - Robert W. Baird & Company, Inc. - Analyst
Congrats on the transaction. Just in terms of how we should think about the margin cycle in Latin America. Is this, given the critical mass increase
here, is this a catalyst towards that? And can you articulate, Chris, over what time period you should really realize the benefit of the synergies
associated with it?

Bob Wells - Sherwin-Williams Co - SVP of Corporate Communications
I'll take the first part of it and let Sean comment a little bit briefly on the synergy. Absolutely, Ghansham. We would expect that, I think as we said
in our prepared remarks, that scale matters, and that this is a doubling over size of our Latin American coatings business. So, there are a lot of
opportunities for us to capitalize that. We would expect to see that kind of ratio that we talked about previously moving quickly towards that
double-digit operating margin.

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
And,[Angie], now in the first year, due to the closing cost, we will start to receive some synergies in year one. But, to get to a run rate that's been
normal for us -- North America acquisitions such as Duron and other acquisitions, and Chris, it will take us until year three, four to get to that
approximate 5% of sales.

Ghansham Panjabi - Robert W. Baird & Company, Inc. - Analyst
Okay. And just as a follow-up, in terms of the Mexican housing market, can you just give them a directional indication as to how the market has
progressed so far this year compared to the US, and, where we are future costs and all that kind of stuff?

Bob Wells - Sherwin-Williams Co - SVP of Corporate Communications
Absolutely, Ghansham. Actually, the Mexican housing market this year is down somewhat from 2011. But, over this entire cycle, the market has
held up better than the US. From 2005 to 2011, they only had one down year. That was 2009. The rest of those years in that cycle, the housing
market grew low- to mid-single digits. There's an estimated housing deficit in Mexico, right now, in the range of about 9 million unit, plus ongoing
annual demand of about 600,000 units. So, it's a pretty healthy market. Importantly, unlike the US, about 40% of the population in Mexico is between
the ages of 10 and 34, which means going forward, there's a huge potential housing demand growth in populating -- demographics. Finally, the
nonresidential construction market, which is a segment which has yet to begin recovery in the US, has had three consecutive years of low- to
mid-single-digit growth in Mexico. So, pretty healthy construction market.

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Ghansham Panjabi - Robert W. Baird & Company, Inc. - Analyst
Bob just to clarify -- can you flip between residential and nonresidential in Mexico, specifically?

Bob Wells - Sherwin-Williams Co - SVP of Corporate Communications
It's skewed heavily toward residential as is the US market. I'm not sure of the exact break down, Ghansham.

Ghansham Panjabi - Robert W. Baird & Company, Inc. - Analyst
Great. Thank you so much.

Operator
PJ Juvekar, Citi.

PJ Juvekar - Citigroup - Analyst
You don't sell Sherwin-Williams brand to independent stores while Comex relies on I think 4800 dealers when you combine Canada and Mexico.
So would that represent a change in strategy for Sherwin?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Absolutely not, PJ. I think that the three countries that really make up the vast majority of this deal kind of fit our model perfectly. They are all just
a little bit different. As you mentioned, in Canada, they do have some dealers for that brand. But, the general brand is really the, as we show in that
store chart, the real strength of the Canadian operation, at least as it plugs into our model. In the US, it's all dedicated companies within operated
stores through those brands that we gave you. And the Mexican concessionaire market looks a little different than a typical dealer market. These
are 3300 plus points of distribution owned and managed by the 750 concessionaires, who, exclusively, only carry Comex products in the stores.

We showed you a picture on one of the slides of a typical Comex store. That's exactly what they look like. So it very much feels like a distribution
network throughout the country. But, through contractual agreement, these stores continue to operate in that fashion. So, very much like the
North American model of selling products through stores to painting contractors. This feels very similar to us although it slightly different in each
of these three countries.

PJ Juvekar - Citigroup - Analyst
Thank you. Right now, you have not mentioned margins or EBITDA at Comex. So, can you just talk about that and how does this compare there
with your Paint Stores group?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes. Comex is a private company, and a lot of those details, I think, will come on after the close. I think we are going to wait until after the close,
and you will see, approximately 75 days later, we will put out a combined 2011 and 2012. I think that's when you will get a lot of those questions
answered.

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PJ Juvekar - Citigroup - Analyst
Thank you.

Operator
Jeff Zekauskas, JPMorgan.

Jeffrey Zekauskas - JPMorgan Securities Inc. - Analyst
I remember in the old days, that Frazee used to be a house paint supplier to Home Depot and Southwest. And I'm sure things have really changed
since then. So, how much does Comex -- how much business does Comex do with Lowe's and Home Depot, sort of the big box retailers, these
days? If any?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Jeff, nice to be speaking to a man who can remember the old days. You are correct. Frazee was a regional brand for the Home Depot for a period
of time in their western markets, very much like Duron was a regional brand for them in the eastern part of the United States, as will. Today I think
Comex does a little bit of business with the big boxes, but it's de minimus and not significant in this transaction.

Jeffrey Zekauskas - JPMorgan Securities Inc. - Analyst
Okay. So there's always an issue with utilization rates of manufacturing assets in South America. As you look across the manufacturing footprints
of Sherwin-Williams and Comex, do think there's some room to make it more efficient?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Absolutely. I think, as Sean commented about the approximately 5% of synergies that we expect to get on the still, that will be certainly a portion
of it.

Jeffrey Zekauskas - JPMorgan Securities Inc. - Analyst
Okay. Good. Thank you very much.

Operator
Don Carson, Susquehanna.

Don Carson - Susquehanna Financial Group / SIG - Analyst
Sean, I know you don't want to give out margins and things, but just what approximately would the combined entity look like at closing, on a debt
to EBITDA basis? And, what discussions have you had with the rating agencies?

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Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Well, you can imagine -- this has been a in the works for a while. And we've -- if you take a look at some of the things that the rating agencies actually
have published about us, I think that we have really told them that we are working on a deal of this size. They didn't know who the target was, but
they knew who -- what the amount was. So, we've had discussions with them, and we made sure that they were not surprised by this and the
amount. Again, I would say in the next week or two, we will probably visit at rating agencies. In fact we had a call with them this afternoon with
them. We will just have a little bit more detail to tell them.

I would prefer not telling you the -- because I gave you the metrics of 2.3 times to 2.5 times year end 2013. I think that should, if I gave you any
more detail, you'd be able to back into what their EBITDA is. I think that, you know, I think you should go back to where we've always talked about
approximately a well-run company is one time sales. I think, you saw that we are well above that. I think that's because of it's an above average
cash generator. I think that it is a good business. So, I think those type of metrics can probably -- can give you some comfort that we are were are
buying a well-run company.

Don Carson - Susquehanna Financial Group / SIG - Analyst
And in terms of accretion, what -- can you be more specific, there? And then just final question. What you think you're going to end up paying on
the debt that you raise?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Yes. When you sit there and look -- I think the accretion is going to be modest in -- in the first 12 months. Depending on the timing of 2013, the
closing, we will have a better feel for that at the close. I think that, when you think about the 5% synergies, we know we are going to pay, somewhere
in that 3.5 -- we think 3.5% combined when you look at the different things with the debt, we are hoping to be a little sharper than that. But, we
are looking at that as probably a target that we feel we can beat. So, when you look at the accretion, after the synergy, that we've given after about
year 3 or in that 5% range. And then the additional debt and the interest on that and just the core operations, we think that this could be over $1
per share by year three.

Don Carson - Susquehanna Financial Group / SIG - Analyst
Okay. Thank you.

Operator
Bob Koort, Goldman Sachs.

Brian Maguire - Goldman Sachs - Analyst
It's actually Brian Maguire on for Bob, today. I was hoping you could just provide some commentary on how the deal came together, some of the
background on it and whether you could comment on whether it was an auction process or not.

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, so, Ryan, we've had a consistent culling effort as we've shared with the street on a number of these really, respected architectural and paint
and coatings companies that fit our strategic rationale. We have known the Achar family for a long period of time. You may recall that it was
approximately in the middle of the last decade, when the PTI portion of their portfolio came up for sale. Sherwin was a bidder at that time and loss

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

that to them. So, we had maintained and kept a relationship with them over this long period of time. In terms of the auction process, they did take
it out to a banker, and there were a number of folks that were involved. We were thrilled to be the party that came out with the asset.

Brian Maguire - Goldman Sachs - Analyst
Okay. Great. And then just looking at slide 6 with the store counts, it looks like it actually they had been reducing those in the last year. Could you
provide color on how the recent growth trends have been there and, what led to the decision for them to retrench a little bit in the US stores?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, I think that they that they've been dealing with the same issues that many paint coatings companies have been dealing with, mainly the
difficult housing market. And, If you look at the particular geographies they were in over the last couple of years, the western part of the United
States was definitely dealing with this housing shortfall. Certainly, throughout the southwestern part and the northwestern part, which actually
entered into a little bit later than Florida and the eastern markets. So, I think it was probably prudent actions for them to get that store count right
sized. And their comp store performance should be very much in line with what we see happening in the market going forward, from this point.

Brian Maguire - Goldman Sachs - Analyst
And would you anticipate, in a, consolidating some of the stores, you know, overlapping geographies or maybe even consolidate some of the
brands, at least within the US? They have a good portfolio in Mexico you probably wouldn't touch those brands, but, at least within the US, kind
of consolidate them under one flag?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, Brian, I think that's a good point. A little early to be making that call and exactly how we will do all that, but, of you look historically at the way
we brought these businesses in being very careful and respectful of the brands that had customer following. And, over a lengthy period of time,
when the timing is right, and if the timing is right, we will see some of those brand consolidate in. A little to early to make that call right now.

Brian Maguire - Goldman Sachs - Analyst
Great. Thanks very much.

Operator
Greg Melich of ISI Group.

Greg Melich - ISI Group - Analyst
Congratulations. Could you just quantify a little bit more that 5% or help us understand? Is that as a percentage of Comex's of sales, and how much
is revenue versus cost?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Yes, I think when you take a look at it -- it's 100% defined by what the Comex sales are. That does not include any market share gains. What we
believe there is it's just synergies below the selling -- the sales line.

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Greg Melich - ISI Group - Analyst
So that's focusing on cost, whereas if you could funnel the Sherwin products through their distribution, that's all -- that's gravy on the other side?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Correct.

Greg Melich - ISI Group - Analyst
Got it. And then secondly, the concessionaire model. Could you help describe to us that a little bit more? How that works as a contractual, is it a
percentage of sales that they've paid to Comex for concessionaires, sort of how that model is structured?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes. It is a unique model to our Company, certainly, one that's been a very consistent and powerful tool that they've used for many, many decades
in Mexico. It's not a franchisee. So they don't pay a royalty or percentage, that you referred to. They are independent customers of Comex. They
sell them paint and the related products that Comex manufactures. For the right to buy those products, the concessionaires maintain an exclusivity.
In the science package it really creates a uniform look for all these stores throughout the country. It is contractual, by agreement.

As you will figure out by the map, with 750 concessionaires running 330 locations, some of these are small one and two outlet location operators.
And some of them are large, where they would have in the neighborhood of 50 to 100 Comex store locations in the country. So, we spent a lot of
time understanding this. We've long admired it. It's an interesting way to go to market. It really creates, Greg, very much like we have in the United
States, what feels like this distribution model that represents the Company to every customer that walks through those doors.

Greg Melich - ISI Group - Analyst
So, it's how long of a contract? Just trying to see what the risk would be to turnover, there?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, you think the issue here is the strength of the Comex brand in the country is just so powerful, as Bob mentioned, 100% awareness, high 90%
preference and history, trial, all the things that you like to take a look at. So, while I am not able to comment specifically on the contracts and length
of term, et cetera, they've had very, very little turnover on this brand, for a long period of time. If you are one of these concessionaires or paint store
operators, and you are fortunate enough to get the Comex brand in your community, you've arrived.

Greg Melich - ISI Group - Analyst
Great. And lastly, estimated timing do think to get through the Mexican and US, whatever, antitrust approvals?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, you know its tough to give you a specific. I know you are not looking for specific, but we please feel like if we can close by the end of the first
quarter, we -- that's not bad timing.

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Greg Melich - ISI Group - Analyst
All right. Thanks, guys.

Operator
Kevin McCarthy Bank of America Merrill Lynch.

Chris Perla - BofA Merrill Lynch - Analyst
Good morning, guys, it's [Chris Perla] on for Kevin. Just the -- with the acquisition of 318 store locations in the US and Canada, what does that do
for your pace of store openings in the region over the next few years? Are you still going to open 100 stores, or are you going to scale that back a
bit for the next three or four years?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, Chris, I think as we have talked about her quite some time, we can see of 5000 store model in the United States and Canada. We've said that
the current pace that we've been on kind of this 50 to 60 per year with kind of the idle speed. We have ramped up, to your point. And opened as
many as 100 per year in the past. And we've been comfortable guiding the investment community to think about and 80 store per year pace for
the same decade. That kind of covers the highs and lows of that. Nothing really changes for this acquisition. We still have a long way to go to get
to that 5000 store locations. And we've also been cleared to point out that there's not a single market, anywhere, in the United States, where we
think we are fully penetrated. So that all these district managers that are these Sherwin-Williams franchises and platforms for us in market that
have no overlap with Comex are still going to be chomping at the bit to get incremental stores. And, while this is a real shot in the arm for us
throughout the western half of the United States and Canada, there's still lots more work to be done, there, as well, too. So I would fully expect
that you will see our Company continue to do core individual store openings well throughout the remaining of this decade.

Chris Perla - BofA Merrill Lynch - Analyst
Great. Thank you. And as a quick follow-up. What would it a change to the negotiations? Or what was different this time you called on Comex to
get the deal done?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Timing is everything, Chris. (laughter). I don't know what to tell you. It's a privately held family business. As all these companies that we have such
high regard and respect for, when their family decides its time, it's our job to be ready, not to figure out when the right time is.

Kevin McCarthy - BofA Merrill Lynch - Analyst
All right. Thank you.

Operator
[Chris Masela], RBC Capital Markets.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chris Masela - RBC Capital Markets - Analyst
Just a question on growth potential. Your organic growth in Latin America has been around 10%. Can you just comment on Comex's growth over
the last couple of years and what their expectation is?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes. Their growth potential and performance over the last several years has been terrific, much like our performance. The market has been a good
one. You would expect that market share leader to run at the market if not slightly better. And I think that's been the case, here.

Chris Masela - RBC Capital Markets - Analyst
Okay. And what is Comex's mix between contractor and the do it yourself customer, and what are the differences and similarities between these
customers in the US and Latin America?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes. We don't have real hard data on that like we share with you always in the United States. In fact, there's always a third element to that mixture,
the do it for me market where you have a lot of Mexican homeowners and property owners who actually buy the paint and then hire a painting
contractor, a little different model than we have in the United States. We will be diving into understanding the dynamics of all three of those factors,
professional painting contractors, the do it for me and the do it yourself. Suffice to say, that the painting contractor market is robust and healthy
and growing and increasing in scale in the country.

Chris Masela - RBC Capital Markets - Analyst
And just lastly, we're in kind of a seasonally stronger period now for Latin America. Can you just comment on the early demand trends you're seeing
there?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
We really -- aren't prepared to give you an update on how it's going in the fourth quarter. I think, last time we gave guidance, we didn't give specific
guidance by the segments. So, we prefer not to start doing that.

Chris Masela - RBC Capital Markets - Analyst
Okay. Thanks guys.

Operator
Dennis McGill, Zelman & Associates.

Dennis McGill - Zelman & Associates - Analyst
Just one question on branding synergies in Mexico. Can you give us an example of what some of those could be, realizing that the paint brand
there is firmly entrenched, as you mentioned?

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Sure, Dennis, be happy to. The Sherwin brand continues to have a really important global presence. We have talked a lot about, for example, in
our protective and marine coatings area, where US engineering firm, property owner, of whole host of folks are looking to specify these types of
brands on a global basis. Having the Sherwin brand, as well as the Comex brand able to be used throughout their distribution network, there's a
whole host of opportunities we can think of where these combined brands may play a role going forward, not only in Mexico, but throughout all
the Latin America operations.

Dennis McGill - Zelman & Associates - Analyst
Within Mexico, would there be a price point differentiation between a Comex brand for the Pro versus where you would introduce a Sherwin-Williams
brand?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Today, no.

Dennis McGill - Zelman & Associates - Analyst
Then, separately, domestically, across their store base, can you give us any sense on how volumes have trended this year, relative to what you guys
have seen on your own store base?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Again, I think, you know, giving you their results is too early for us to do that. We, after close, we could probably talk about that. As of right now,
it's -- it's a sensitive issue to start giving their results.

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Okay. That's fair. And then one other quick one, Sean. As far as the tax rate, how would this change the way the effective tax rate will look as you
get out a few years?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
You know, I think -- we talk about synergies and so forth. We think this will give us some opportunities. But, so, you sit there and talk about the low
30%s, 30%s, we think a lot more confident we will be able to stay in that range, that's for sure.

Dennis McGill - Zelman & Associates - Analyst
All right. Thanks. Great deal, guys.

Operator
Charles Dan, Morgan Stanley Smith Barney.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Charles Dan - Morgan Stanley - Analyst
Just a follow-up on the manufacturing question. I think you guys have commented in the past that you definitely have spare manufacturing capacity
in the US. You're acquiring a bit more after this transaction. Do you also see opportunities to consolidate there, or, because of the lack of geographic
overlap, you've got less of an opportunity?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
No. There will be good opportunities throughout the entire footprint of this acquisition to look for manufacturing synergies, including the US.

Charles Dan - Morgan Stanley - Analyst
Thank you.

Operator
Ivan Marcuse of KeyBanc Capital Markets.

Ivan Marcuse - KeyBanc Capital Markets - Analyst
What portion of their business is sold to the large homebuilders? Would that be something you have to look at, whereas there could be some
negative sales impacts?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Yes. So, I think that separating out, again, by geography in the country of Mexico, there is an impressive homebuilding community. We know a
number of those builders. As you would expect, again, given their share position across all segments, they would have some significant portion of
that, as well. Here in the United States, a couple of these brands, as well, have had good presence with a number of homebuilders, some of the
regional. Certainly Frazee and Kwal, which are the to stronger of those brands would have a pretty solid new residential construction business
component, as well.

Ivan Marcuse - KeyBanc Capital Markets - Analyst
Great. Thanks.

Operator
Chuck Cerankosky, Northwest research.

Chuck Cerankosky - Northcoast Research - Analyst
Congratulations on this deal. It's very impressive.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Thank you, Chuck.

Chuck Cerankosky - Northcoast Research - Analyst
I'm at an airport so excuse any background noise, but Sean, you threw out a number of 3.5 times before, some kind of ratio. I'd just like you to
address that. I didn't quite catch what that was referring to.

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
Right. In financing, as we go out to term this acquisition price out in today's debt market, I actually said, when you look at 3, I used 3 times our
EBITDA. And that's using our EBITDA, alone. It's probably (multiple speakers) approach that. And then between 2.25 and 2.5 times EBITDA is where
we will end the year around in 2013.

Chuck Cerankosky - Northcoast Research - Analyst
Okay. And then, you also said there's 5% of synergies, and I take that to mean you're just putting a 5% on existing sales or maybe the 2012 sales of
Comex to get synergy value?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
I think that's what we are trying to tell you. But, we ended up -- what we do have is a detailed synergy that we built up from the ground up. And,
then what we try to give you some feeling for that, what we did is put that synergy and divided by the sales, to get to a ratio you could use.

Chuck Cerankosky - Northcoast Research - Analyst
I understand. All right. How about the antitrust issues. How significant is the store overlap, especially in the US, with your existing stores? And how
would you compare it say to the Duron acquisition?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Well, we've shown you that map so you can see that (multiple speakers).

Chuck Cerankosky - Northcoast Research - Analyst
Chris, I'm sorry, I don't have the map. So --

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Chuck, you have the map committed to memory. You're not fooling me. (laughter) We are in the -- to refresh you're memory by color, the light
gray, light blue shaded portions of the United States and Canada are where we have the least penetration for household. That's really where this
overlaps and fills in. So, it's a relatively good-looking map from that perspective. And I just think it would be very premature to comment on the
what the regulatory agencies in all countries will need to see in order to opine on that.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chuck Cerankosky - Northcoast Research - Analyst
Does Comex need a boost in cap spending? How do you look at that? And the systems -- what is this going to do to Sherman's capital spending?
And can you also address any union issues that come with it, or unionized plans?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
I would tell you, Chuck, this is a well-run company. I don't see -- they have not been depraved for CapEx. I think that what's really nice is their systems
are consistent with where we are going with our system. When you take a look at that, I think it's going to be a pretty nice fit on the system side. I
will tell you, they've not started this business for CapEx. So I don't think that you're going to see a big jump in our CapEx spending.

Chuck Cerankosky - Northcoast Research - Analyst
That is good to hear. Then, on the initial quarter being dilutive. I just want to make sure I understand that, Sean, if we took a, sort of the one-time
transaction charges and any impairments, it would be -- it would contribute to earnings from its operations alone?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
That is true.

Chuck Cerankosky - Northcoast Research - Analyst
All right. Thank you very much. Again, congratulations.

Operator
Dmitry Silversteyn, Longbow Research.

Dmitry Silversteyn - Longbow Research - Analyst
A lot of my questions have been answered, but, I would like to just get a little bit of clarification on the industrial part of the business. You mentioned
that they have some industrial sales. What kind of industrial coatings business do they sell to the stores? Is of similar to the protected marine and
automotive after market that you sell through yours? Or is it some other businesses that are sold through the stores?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, Dmitry, the vast majority of that little slice of the pie would be the protect of coatings industrial maintenance type products that we would
sell. They have some de minimis amounts of products sold into the OE business, but, for the most part, it's that protective marine maintenance
business that we refer to as industrial in our format.

Dmitry Silversteyn - Longbow Research - Analyst
That still goes to contractors but just not to the housing contractors.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
That would be correct -- to building owners, company owners, people that are responsible for maintaining asset bases.

Dmitry Silversteyn - Longbow Research - Analyst
Got it. The manufacturing portion of Comex, would it be folded into your consumer paint business? Is that business going to supervise the
manufacturing of those plants, like they do the manufacturing of paint for your other business?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, they'll certainly play a role, and we haven't really articulated yet exactly how we are going to integrate all the pieces' parts. There's a lot of work
to be done between now and closing and then through that first year. But, certainly, the advantage and the synergies of utilizing the network will
be important to us. How it shakes out and where it gets reported, we will clarify that as we get closer to it.

Dmitry Silversteyn - Longbow Research - Analyst
Thanks. You talked about the CapEx needs or lack thereof for this business. I'm assuming the CapEx as a percentage of revenue for Comex is
somewhere in the neighborhood of 2%, like it is for you, maybe a little bit below that. Is the working capital requirements, sort of, in a similar 10%
to 11% of sales? Or is there some opportunities for you to take the working capital and squeeze some cash--

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
I would say they have, back to Chuck's question, I think they've spent some nice of capital over the years on systems and so forth that have helped
them. We are not going to get as much working capital improvement on this acquisition, as we have other acquisitions. I think, when we do that
combination, we do expect to have some, but, nowhere near what they have. You're right about the CapEx. It's in the 1.5% to 2% of sales.

Dmitry Silversteyn - Longbow Research - Analyst
Okay. And then the final question on liabilities. As far as environmental or any incremental liabilities or pension liabilities, what are you picking up
with this besides the tax -- besides the debt?

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
We really don't want to go through the contract with all the different, you know, reps, warranties, so forth. But, I think when you take a look at it, I
think that as an acquisition, we have tried to get shareholder value. I think that, and all those different aspects that you just brought up, I think
we've gone through the due diligence and feel that we are not changing our balance sheet in any respect, with regard to risk.

Dmitry Silversteyn - Longbow Research - Analyst
Okay. And then just sort of a general question, if you look at the productivity per store metric area in your Sherwin Williams stores in North America
and in Latin America, how do they compare to Comex's productivity metrics, whether it sales per square foot or employee or however you measure
the productivity of your existing stores?

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, we don't have that data share points to share with you yet, Dmitry. We will get to that eventually.

Dmitry Silversteyn - Longbow Research - Analyst
All right. Thank you very much.

Operator
(Operator Instructions)

Steve O'Neil, Hilliard Lyons.

Steve O'Neil - Hilliard Lyons - Analyst
I think you probably said this twice, but, when do you think -- when do you expect close the deal?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Now, we are sort of thinking it's going to be sometime in the first quarter. Back when you go through -- I got to believe, as we go through the end
of the year, I'm sure we will give you a better timing as we go forward.

Steve O'Neil - Hilliard Lyons - Analyst
Okay. Great. Thank you.

Operator
Carly Mattson, Goldman Sachs.

Carly Mattson - Goldman Sachs - Analyst
Just looking for some -- if you can give us any additional color as to what Sherwin would view as an ideal allocation between the 5%, 10%, and
30%s trenches that were noted for the potential debt issuance.

Sean Hennessy - Sherwin-Williams Co - CFO, SVP of Finance
I think we will see -- we will see what kind of reaction, and if it's oversubscribed and so forth. But, I think, if you take a look at it, it would be nice to
be a little heavier into the 10%, versus the 30%s and the5%s.

Carly Mattson - Goldman Sachs - Analyst
Okay. Great. Thank you.

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NOVEMBER 12, 2012 / 4:00PM, SHW - Sherwin-Williams to Acquire Comex - Conference Call

Operator
Nils Wallin of CLSA.

Nils Wallin - Credit Agricole Securities - Analyst
Curious -- Sherwin is unrivaled in its low employee turnover in its stores. I was wondering how that compares to the employee turnover at Comex's
stores and whether there is an opportunity, there, for you guys.

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, again, we don't have the granularity of data for their North American and Canadian store operations. My guess, from looking at this transactions
historically, is that it won't be as good as ours. That will be an area that we can get to work on.

Nils Wallin - Credit Agricole Securities - Analyst
Okay. Than, obviously, it looks like your mix stays fairly constant with Latin America getting a little bit bigger. I'm curious, with this acquisition, what
is the view going forward, in terms of your industrial footprints? Does it need to be deemphasized? Is it being deemphasized in how do you think
of those vis-à-vis architectural?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
First of all, let me be clear. This is absolutely not deemphasizing our industrial coatings strategy, our footprint, our desire to see that business
continue to mature and get to the operating margins that we talked about. Just doing a little muscle building on the other side of the ledger here
does not necessarily mean that we take our eye off that ball, either. So, great teams over there, great products, great strategy, the right kind of
asset base over the last decade that has been assembled. So we would expect to continue going forward. Additionally, we've commented from
and M&A perspective, that the small, bolt on transactions that bring technology and strength to that industrial coatings, were on our to-do list.
That doesn't change, as a result of this acquisition, either. No change in strategy as a result of this. It's simply a really terrific announcement today
of this really big boost to the North American architectural model.

Nils Wallin - Credit Agricole Securities - Analyst
Understood. Just, finally, if I may, will you be able to move your control distribution model into Mexico? Or, is there -- I mean, how does that play
out with their own logistical advantages?

Chris Connor - Sherwin-Williams Co - Chairman, CEO
Yes, our intention would be not to do that, Nils, but to really continue to work with the Comex management team to strengthen this concessionaire
model, which we think is the right way to get to market in that country.

Nils Wallin - Credit Agricole Securities - Analyst
Got it. Thanks so much.

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