Debt

12 Months Ended

Dec. 31, 2019

The table below summarizes the carrying value of the Company's outstanding debt, net of capitalized debt issuance costs:



	Due Date	2019		2018		2017
3.45% Senior Notes ⁽¹⁾	2027	$	1,486.8	$	1,485.0	$	1,483.2
4.50% Senior Notes ⁽¹⁾	2047	1,230.1		1,229.4		1,228.6
2.95% Senior Notes	2029	790.7
2.75% Senior Notes⁽¹⁾	2022	757.1		1,242.9		1,240.8
3.80% Senior Notes	2049	542.5
3.125% Senior Notes⁽¹⁾	2024	497.0		496.3		495.6
2.25% Senior Notes ⁽¹⁾	2020	428.6		1,496.0		1,493.1
4.20% Senior Notes ⁽²⁾	2022	411.3		416.8		422.4
3.45% Senior Notes	2025	398.0		397.6		397.3
4.55% Senior Notes	2045	394.3		394.1		393.9
3.95% Senior Notes ⁽²⁾	2026	359.3		360.8		362.4
4.00% Senior Notes	2042	296.4		296.3		296.1
Floating Rate Loan	2021	251.9		257.4		269.2
3.30% Senior Notes ⁽²⁾	2025	249.4		249.3		249.2
4.40% Senior Notes ⁽²⁾	2045	239.2		238.7		238.3
7.375% Debentures	2027	119.1		119.0		119.0
0.92% Fixed Rate Loan	2021	22.4		22.9		23.9
7.45% Debentures	2097	3.5		3.5		3.5
0.53% to 8.00% Promissory Notes	Through 2027	2.9		3.3		3.7
7.25% Senior Notes ⁽²⁾	2019			306.0		319.4
Term Loan	2022					847.3
Total⁽³⁾		8,480.5		9,015.3		9,886.9
Less amounts due within one year		429.8		307.2		1.2
Long-term debt		$	8,050.7	$	8,708.1	$	9,885.7


⁽¹⁾	Senior notes issued in 2017 to fund the acquisition of Valspar.


⁽²⁾	Senior notes acquired in 2017 through the acquisition of Valspar.


⁽³⁾	Net of capitalized debt issuance costs of $50.6 million, $49.1 million and $57.9 million at December 31, 2019, 2018 and 2017, respectively.

Maturities of long-term debt are as follows for the next five years: $430.1 million in 2020; $275.2 million in 2021; $1,160.4 million in 2022, $0.3 million in 2023 and $500.1 million in 2024. Interest expense on long-term debt was $321.3 million, $343.1 million and $257.4 million for 2019, 2018 and 2017, respectively.

Among other restrictions, the Company’s notes, debentures and revolving credit agreement contain certain covenants relating to liens, ratings changes, merger and sale of assets, consolidated leverage and change of control, as defined in the agreements. In the event of default under any one of these arrangements, acceleration of the maturity of any one or more of these borrowings may result. The Company was in compliance with all covenants for all years presented.

In June 2019, the Company repurchased $60.9 million of its 2.25% Senior Notes due May 2020. This repurchase resulted in an insignificant gain.

In August 2019, the Company repurchased $1.010 billion of its 2.25% Senior Notes due May 2020 and $490.0 million of its 2.75% Senior Notes due June 2022. These repurchases resulted in a loss of $14.8 million recorded in other expense (income) - net. See Note 18.

In August 2019, the Company issued $800.0 million of 2.95% Senior Notes due 2029 and $550.0 million of 3.80% Senior Notes due 2049 (collectively the "New Notes") in a public offering. The net proceeds from the issuance of the New Notes are being used for general corporate purposes.

On May 16, 2017, the Company issued $6.0 billion of senior notes in a public offering. The net proceeds from the issuance of these notes were used to fund the acquisition of Valspar. See Note 3. The interest rate locks entered into in 2016 settled in March

2017 resulting in a pretax gain of $87.6 million recognized in AOCI. This gain is being amortized from AOCI to a reduction of interest expense over the terms of the notes. For the years ended December 31, 2019 and 2018, the amortization of the unrealized gain reduced interest expense by $7.8 million and $8.3 million, respectively.

On June 2, 2017, the Company closed its previously announced exchange offers and consent solicitations for the outstanding senior notes of Valspar and issued notes with an aggregate principal amount of approximately $1.478 billion. The notes are unsecured senior obligations of the Company. The Company did not receive any cash proceeds from the issuance of these notes.

In August 2017, the Company entered into a floating rate loan of €225.0 million and a fixed rate loan of €20.0 million. The floating rate loan agreement bears interest at the six-month Euro Interbank Offered Rate plus a margin. The fixed rate loan bears interest at 0.92%. The proceeds are being used for general corporate purposes. The loans mature on August 23, 2021.

In April 2016, the Company entered into agreements for a $7.3 billion Bridge Loan and a $2.0 billion Term Loan as committed financing for the Valspar acquisition. On June 1, 2017, the Company terminated the agreement for the Bridge Loan and borrowed the full $2.0 billion on the Term Loan. During 2018, the Company paid the outstanding balance on the Term Loan and the agreement was terminated.

Short-Term Borrowings

On July 19, 2018, the Company and three of its wholly-owned subsidiaries, Sherwin-Williams Canada, Inc., Sherwin-Williams Luxembourg S.à r.l and Sherwin-Williams UK Holding Limited (all together with the Company, the Borrowers), entered into a new five-year $2.000 billion credit agreement. This credit agreement may be used for general corporate purposes, including the financing of working capital requirements, and replaced a credit agreement dated July 16, 2015, as amended, which was terminated. This credit agreement allows the Company to extend the maturity of the facility with two one-year extension options and the Borrowers to increase the aggregate amount of the facility to $2.750 billion, both of which are subject to the discretion of each lender. In addition, the Borrowers may request letters of credit in an amount of up to $250.0 million. On October 8, 2019, the Company amended this credit agreement to, among other things, extend the maturity date to October 8, 2024. At December 31, 2019 and 2018, there were no short-term borrowings under this credit agreement.

In September 2017, the Company entered into a five-year letter of credit agreement, subsequently amended on multiple dates, with an aggregate availability of $625.0 million at December 31, 2019. On May 6, 2016, the Company entered into a five-year credit agreement, subsequently amended on multiple dates. The 2016 credit agreement gives the Company the right to borrow and to obtain the issuance, renewal, extension and increase of a letter of credit up to an aggregate availability of $875.0 million at December 31, 2019. Both of these credit agreements are being used for general corporate purposes. At December 31, 2019 and 2018, there were no borrowings outstanding under these credit agreements. There were $350.0 million of borrowings outstanding at December 31, 2017.

Borrowings outstanding under the Company's domestic commercial paper program at December 31, 2019, 2018 and 2017 were $191.9 million, $291.4 million and $274.8 million, respectively with a weighted average interest rate of 2.1%, 3.0% and 1.9%, respectively. Borrowings outstanding under various foreign programs were $12.8 million, $37.0 million and $9.0 million at December 31, 2019, 2018 and 2017, respectively with a weighted average interest rate of 4.3%, 9.3% and 3.2%, respectively.