--IDR at 'A';

--Senior unsecured debt rating at 'A';

--Revolving bank credit facilities at 'A';

--Commercial paper at 'F1';

--Short-term IDR at 'F1'.

The Rating Outlook is Stable.

The ratings and Outlook for SHW are based on the company's leading market position in the architectural coatings industry, the company's unique distribution platform, the breadth and depth of its product offerings, the company's focus on painting contractors and property maintenance managers, solid free cash flow generation and strong management team. Risk factors include the effects of the sluggish housing, home improvement and commercial market sectors on the company's architectural paint segment, volatile raw material costs, the company's relatively aggressive growth strategy and lead-based paint litigation cases against SHW,.

SHW's credit metrics and cash flow generation continue to be strong despite the sharp drop in revenues during 2009. Revenues for the six months ended June 30, 2009 are down $512.7 million or 12.8% compared with the same period last year. Leverage as measured by the ratio of debt to earnings before interest, taxes, depreciation and amortization (EBITDA) remains below 1.0 times (x) for the latest twelve months (LTM) from June 30, 2009, consistent with the levels achieved during the past three fiscal years. FFO adjusted leverage was 2.8x for the LTM from June 30, 2009, up slightly from 2.7x during 2008 and 2.5x during 2007. Interest coverage was 18.0x for the June 30, 2009 LTM period, compared with 16.2x during 2008 and 16.8x during 2007. FFO interest coverage was 14.8x during the LTM period versus 12.9x for 2007 and 2008. Currently, cash flow generation is also at its highest level - with free cash flow of $627.5 million for the LTM from June 30, 2009. Free cash flow totaled $593.9 million in 2008, $546.3 million in 2007 and $470.5 million in 2006. Fitch expects free cash flow to be substantial for all of 2009 but well below the levels of 2008.

During the second quarter of 2009, SHW's gross margins benefited from pricing increases implemented last year, lower raw material prices and cost reduction initiatives. Gross margins improved 240 basis points (bps) to 46% during the second quarter of 2009 compared with 43.6% in 2008. Absent a significant spike in energy prices, SHW's margins should continue to show year-over-year improvements during the second half of 2009 as lower raw material prices and cost reductions help offset the impact of lower paint volumes.

SHW seeks to expand its distribution platform by opening new stores and pursuing acquisition opportunities. Management plans to expand its store base at an average of 3% per year (100+ stores annually). The rate of store expansion will be less this year as the company expects to open 40-50 new store locations and slow the rate of redundant store consolidation to finish 2009 with about 25 additional net stores compared to year-end 2008. The company was active with acquisitions in 2007, completing seven acquisitions for a total investment of $282 million. In 2008, the company spent $68.7 million on four acquisitions. Through the first six months of 2009, acquisition spending totaled $14.1 million.