The Valspar (UK) Special Holding Corp. - Limited company accounts 18.1d

REGISTERED NUMBER: 10537718 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD

22 DECEMBER 2016 TO 31 DECEMBER 2017

FOR

THE VALSPAR (UK) SPECIAL HOLDING

CORPORATION LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

E N G Braggio

J J Miklich

A J Mistysyn

REGISTERED OFFICE:

Avenue One

Station Lane

Witney

Oxfordshire

OX28 4XR

REGISTERED NUMBER:

10537718 (England and Wales)

SENIOR STATUTORY AUDITOR:

Neil Harding

AUDITORS:

Bradshaw Johnson

Chartered Accountants

Statutory Auditor

Croft Chambers

11 Bancroft

Hitchin

Hertfordshire

SG5 1JQ

The directors present their strategic report for the period 22 December 2016 to 31 December 2017.

REVIEW OF BUSINESS

The main costs in the period are legal fees of £19,867 and foreign exchange losses of £28,775.

ON BEHALF OF THE BOARD:

E N G Braggio - Director

20 August 2018

The directors present their report with the financial statements of the company for the period 22 December 2016 to 31 December 2017.

INCORPORATION

The company was incorporated on 22 December 2016 .

DIVIDENDS

No dividends will be paid for the period ended 31 December 2017.

CURRENT DEVELOPMENTS

During the period The Valspar Corporation was acquired by Sherwin-Williams, details of the ultimate parent company

can be found in note 14.

DIRECTORS

The directors who have held office during the period from 22 December 2016 to the date of this report are as follows:

T N Treat - appointed 22 December 2016 - resigned 26 October 2017

E N G Braggio - appointed 26 October 2017

J J Miklich - appointed 26 October 2017

A J Mistysyn - appointed 26 October 2017

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

POLITICAL DONATIONS AND EXPENDITURE

During the year the Company made no charitable or political donations.

DIRECTORS INDEMNITIES

The company maintained throughout the year, and at the date of approval of the financial statements, liability insurance

for its directors and officers. This is a qualifying provision for the purposes of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements

in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and of the profit or loss of the company for that period. In preparing these financial statements, the directors

are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken

as a director in order to make himself aware of any relevant audit information and to establish that the company's

auditors are aware of that information.

AUDITORS

The auditors, Bradshaw Johnson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E N G Braggio - Director

20 August 2018

Opinion

We have audited the financial statements of The Valspar (UK) Special Holding Corporation Ltd (the 'company') for the

period ended 31 December 2017 on pages seven to fourteen. The financial reporting framework that has been applied in

their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard

102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally

Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors

thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic

alternative but to do so.

Our responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Neil Harding (Senior Statutory Auditor)

for and on behalf of Bradshaw Johnson

Chartered Accountants

Statutory Auditor

Croft Chambers

11 Bancroft

Hitchin

Hertfordshire

SG5 1JQ

5 September 2018

TURNOVER

-

Administrative expenses

55,467

(55,467

)

Other operating income

12,369,645

OPERATING PROFIT

5

12,314,178

Interest receivable and similar income

6

671

12,314,849

Interest payable and similar expenses

7

792

PROFIT BEFORE TAXATION

12,314,057

Tax on profit

8

-

PROFIT FOR THE FINANCIAL PERIOD

12,314,057

PROFIT FOR THE PERIOD

12,314,057

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

12,314,057

CURRENT ASSETS

Debtors

10

99

Cash at bank

13,519,491

13,519,590

CREDITORS

Amounts falling due within one year

11

26,692

NET CURRENT ASSETS

13,492,898

TOTAL ASSETS LESS CURRENT LIABILITIES

13,492,898

CAPITAL AND RESERVES

Called up share capital

12

100

Additional paid in capital

1,178,741

Retained earnings

12,314,057

SHAREHOLDERS' FUNDS

13,492,898

The financial statements were approved by the Board of Directors on 20 August 2018 and were signed on its behalf by:

E N G Braggio - Director

Called up

Additional

share

Retained

paid in

Total

capital

earnings

capital

equity

£

£

£

£

Changes in equity

Issue of share capital

100

-

1,178,741

1,178,841

Total comprehensive income

-

12,314,057

-

12,314,057

Balance at 31 December 2017

100

12,314,057

1,178,741

13,492,898

1.	STATEMENT OF COMPLIANCE

The Valspar (UK) Special Holding Corporation Ltd is a limited company incorporated in England. The

registered office is:

Avenue One

Station Lane

Witney

Oxfordshire

OX28 4XR

The Company's financial statements have been prepared in compliance with FRS 102 as it applies to the financial

statements for the period ended 31 December 2017.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in accordance with applicable accounting standards. The financial

statements are prepared in sterling.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements,

as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about The Valspar (UK) Special Holding Corporation Ltd as an

individual company and do not contain consolidated financial information as the parent of a group. The

Company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare

consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the

consolidated financial statements of its parent, Sherwin-Williams, a Company registered in the United States of

America.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the period comprises current tax. Tax is recognised in the Income Statement, except to the extent

that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is not recognised.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and in hand and short

term deposits with an original maturity date of three months or less.

Short-term debtors and creditors

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the income statement in other operating

income.

3.	EMPLOYEES AND DIRECTORS

There were no staff and no staff costs for the period ended 31 December 2017.

4.	DIRECTORS' EMOLUMENTS

£

Directors' remuneration

-

Directors' remuneration for the period ended 31 December 2017 have been borne by the ultimate parent

undertaking. The directors of the Company are also directors or officers of other companies within the

Sherwin-Williams group. The directors' services to the company do not occupy a significant amount of their

time. As such, the directors do not consider that they have received any remuneration for their incidental services

to the Company for the period ended 31 December 2017. All directors have retirement benefits accruing to them

under pension schemes with Sherwin-Williams.

Share options in the ultimate parent undertaking are granted to the directors. During the period no directors

exercised share options.

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

£

Profit on disposal of fixed assets

(12,369,645

)

Auditors' remuneration

5,000

Foreign exchange differences

28,775

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

£

Deposit account interest

671

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

£

Bank interest

792

8.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is

explained below:

£

Profit before tax

12,314,057

Profit multiplied by the standard rate of corporation tax in the UK of 19.400%

2,388,927

Effects of:

Disposal of assets

(2,399,712

)

Losses

10,785

Total tax charge

-

In his budget of 8 July 2015, the Chancellor announced reductions in the UK corporation tax rate to 18% with

effect from 1 April 2020.

A decision has been made across the group that deferred tax is not considered to be recoverable and has

therefore not been recognised.

9.	INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

1,178,742

Disposals

(1,178,742

)

At 31 December 2017

-

NET BOOK VALUE

At 31 December 2017

-

The Company both acquired and disposed of Valspar Germany GmbH in the period. The acquisition and

disposal led to a profit on disposal of £12,369,645.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed by group undertakings

99

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Other creditors

26,692

12.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

value:

£

100

Ordinary

£1

100

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

14.	ULTIMATE CONTROLLING PARTY

The Company's immediate parent undertaking is The Valspar (UK) Holding Corporation Limited. The Valspar

(UK) Holding Corporation Limited is the parent undertaking of the smallest group of undertakings to consolidate

these financial statements at 31 December 2017.

The Company's ultimate parent undertaking and controlling party is Sherwin-Williams, which is incorporated in

the United States of America. Copies of its group financial statements, which include the Company, are available

from:

The Sherwin Williams Company

101 W. Prospect Ave

Cleveland

Ohio

USA

44115-1075