XML 38 R18.htm IDEA: XBRL DOCUMENT v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Long-Term Debt
The table below summarizes the carrying value of the Company’s outstanding debt, net of capitalized debt issuance costs:
Due Date202220212020
3.45% Senior Notes
2027$1,492.1 $1,490.4 $1,488.6 
4.50% Senior Notes
20471,232.3 1,231.6 1,230.8 
2.95% Senior Notes
2029793.6 792.6 791.7 
4.05% Senior Notes
2024596.9 — — 
3.80% Senior Notes
2049543.2 543.0 542.8 
3.125% Senior Notes
2024499.0 498.3 497.7 
2.30% Senior Notes
2030496.7 496.2 495.8 
2.20% Senior Notes
2032494.2 493.6 — 
3.30% Senior Notes
2050494.1 493.9 493.7 
2.90% Senior Notes
2052491.5 491.3 — 
3.45% Senior Notes
2025399.1 398.7 398.3 
4.25% Senior Notes
2025397.7 — — 
4.55% Senior Notes
2045395.0 394.7 394.5 
3.95% Senior Notes
2026354.7 356.2 357.8 
4.00% Senior Notes
2042296.9 296.7 296.6 
3.30% Senior Notes
2025249.8 249.6 249.5 
4.40% Senior Notes
2045240.5 240.0 239.6 
7.375% Debentures
2027119.2 119.2 119.1 
7.45% Debentures
20973.5 3.5 3.5 
0.53% to 8.00% Promissory Notes
Through 20261.6 2.0 2.3 
2.75% Senior Notes
2022 260.0 259.6 
4.20% Senior Notes
2022 — 405.7 
0.92% Fixed Rate Loan
2021 — 24.4 
Total (1)
9,591.6 8,851.5 8,292.0 
Less amounts due within one year0.6 260.6 25.1 
Long-term debt$9,591.0 $8,590.9 $8,266.9 
(1)     Net of capitalized debt issuance costs of $57.3 million, $57.6 million and $52.9 million at December 31, 2022, 2021 and 2020, respectively.
Maturities of long-term debt are as follows for the next five years: $0.6 million in 2023; $1.101 billion in 2024; $1.050 billion in 2025, $350.1 million in 2026 and $1.619 billion in 2027. Interest expense on long-term debt was $348.4 million, $320.4 million and $320.5 million for 2022, 2021 and 2020, 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 August 2022, the Company issued $600.0 million of 4.05% Senior Notes due August 2024 and $400.0 million of 4.25% Senior Notes due August 2025 in a public offering. The net proceeds from the issuance of these notes were used to repay borrowings outstanding under the Company’s credit agreement dated May 9, 2016, as amended, and domestic commercial paper program.
In November 2021, the Company issued $500.0 million of 2.20% Senior Notes due March 2032 and $500.0 million of 2.90% Senior Notes due March 2052 in a public offering. The net proceeds from the issuance of these notes were used to repay outstanding borrowings under the Company’s domestic commercial paper program.
In October 2021, the Company exercised its optional redemption rights to redeem the entire outstanding $400.0 million aggregate principal amount of its 4.20% Senior Notes due 2022 and its 4.20% Notes due 2022 initially issued by The Valspar
Corporation (collectively, the 4.20% Senior Notes). The 4.20% Senior Notes were redeemed at a redemption price equal to 100% of the principal amount, plus accrued interest, and resulted in a gain of $1.4 million recorded in Other expense (income) - net. See Note 20.
Short-Term Borrowings
On August 30, 2022, the Company and two of its wholly-owned subsidiaries, Sherwin-Williams Canada Inc. (SW Canada) and Sherwin-Williams Luxembourg S.à r.l. (SW Luxembourg, together with the Company and SW Canada, the Borrowers), entered into a new five-year $2.250 billion credit agreement (2022 Credit Agreement). The 2022 Credit Agreement may be used for general corporate purposes, including the financing of working capital requirements. The 2022 Credit Agreement replaced the $2.000 billion credit agreement dated June 29, 2021, as amended, which was terminated effective August 30, 2022. The 2022 Credit Agreement will mature on August 30, 2027 and provides that the Company may request to extend the maturity date of the facility for two additional one-year periods. In addition, the 2022 Credit Agreement provides that the Borrowers may increase the aggregate size of the facility up to an additional amount of $750.0 million, subject to the discretion of each lender to participate in the increase, and the Borrowers may request letters of credit in an amount of up to $250.0 million.
On August 2, 2021, the Company entered into an amended and restated $625.0 million credit agreement (2021 Credit Agreement), which amends and restates the five-year credit agreement entered into in September 2017. The 2021 Credit Agreement was subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement.
On May 9, 2016, the Company entered into a five-year credit agreement (2016 Credit Agreement), subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement. The 2016 credit agreement gives the Company the right to borrow and obtain letters of credit up to an aggregate availability of $875.0 million. These credit agreements are being used for general corporate purposes. At December 31, 2022, 2021 and 2020, there were no borrowings outstanding under these credit agreements.
The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program and letters of credit. At December 31, 2022, the Company had unused capacity under its various credit agreements of $2.742 billion. The table below summarizes the Company’s short-term borrowings:
202220212020
Domestic commercial paper$938.5 $739.9 $— 
Foreign facilities39.6 23.6 0.1 
Total$978.1 $763.5 $0.1 
Weighted average interest rate:
Domestic4.6 %0.3 %— %
Foreign6.7 %9.5 %0.2 %
Interest expense on Short-term borrowings was $42.4 million, $14.3 million and $19.9 million for 2022, 2021 and 2020, respectively.