Annual report pursuant to Section 13 and 15(d)

Borrowings

v3.21.1
Borrowings
 12 Months Ended
Feb. 28, 2021
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS
Borrowings consist of the following:
February 28, 2021 February 29,
2020
Current Long-term Total Total
(in millions)
Short-term borrowings
Commercial paper $ —  $ 238.9 
$ —  $ 238.9 
Long-term debt
Term loan credit facilities $ 24.6  $ 429.8  $ 454.4  $ 1,295.7 
Senior notes —  9,972.4  9,972.4  10,624.7 
Other 4.6  10.9  15.5  25.3 
$ 29.2  $ 10,413.1  $ 10,442.3  $ 11,945.7 
Bank facilities
Senior credit facility
In August 2018, the Company, CIH, CB International, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into the August 2018 Restatement Agreement that amended and restated our then-existing senior credit facility (as amended and restated by the August 2018 Restatement Agreement, the August 2018 Credit Agreement). The principal changes effected by the August 2018 Restatement Agreement were:

•the removal of CIH as a borrower under the August 2018 Credit Agreement;
•the termination of a cross-guarantee agreement by CIH and CB International; and
•the addition of a mechanism to provide for the replacement of LIBOR with an alternative benchmark rate in certain circumstances where LIBOR cannot be adequately ascertained or available.

In September 2018, the Company, CB International, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into the 2018 Restatement Agreement that amended and restated the August 2018 Credit Agreement (as amended and restated by the 2018 Restatement Agreement, the 2018 Credit Agreement). The primary change effected by the 2018 Restatement Agreement was the increase of the revolving credit facility from $1.5 billion to $2.0 billion and extension of its maturity to September 14, 2023. The 2018 Restatement Agreement also modified certain financial covenants in connection with the November 2018 Canopy Transaction and added various representations and warranties, covenants, and an event of default related to the November 2018 Canopy Transaction.

In June 2019, we repaid the outstanding obligations under the U.S. Term A-1 loan facility under the 2018 Credit Agreement with proceeds from the 2019 Term Credit Agreement.

In March 2020, the Company, CB International, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into the 2020 Restatement Agreement that amended and restated the 2018 Credit Agreement (as amended and restated by the 2020 Restatement Agreement, the 2020 Credit Agreement). The 2020 Credit Agreement provides for an aggregate revolving credit facility of $2.0 billion. The principal changes effected by the 2020 Restatement Agreement were:

•the removal of the subsidiary guarantees and termination of the guarantee agreement;
•the inclusion of the parent guaranty provisions in connection with the termination of the guarantee agreement;
•the removal of certain provisions pertaining to term loans since no term loans are outstanding; and
•the revision of the LIBOR successor rate provisions to permit the use of rates based on the SOFR administered by the Federal Reserve Bank of New York.

Upon removal of all subsidiary guarantors from our 2020 Credit Agreement, the subsidiary guarantors were automatically released from the indentures relating to our outstanding senior notes.

2020 Term Credit Agreement
In September 2018, the Company, the Administrative Agent, and certain other lenders entered into the Term Credit Agreement. The Term Credit Agreement provided for aggregate credit facilities of $1.5 billion, consisting of the $500.0 million three-year term loan facility and a $1.0 billion five-year term loan facility.

In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into the Term Loan Restatement Agreement that amended and restated the Term Credit Agreement (as amended and restated by the Term Loan Restatement Agreement, the 2020 Term Credit Agreement). The principal changes effected by the Term Loan Restatement Agreement were:

•the removal of the subsidiary guarantees and termination of the respective guarantee agreements; and
•the revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR.
In August 2020, we prepaid the outstanding Three-Year Term Facility borrowings and in July 2020, we prepaid the outstanding Five-Year Term Facility borrowings, both under our 2020 Term Credit Agreement.

March 2020 Term Credit Agreement
In June 2019, the Company and the Administrative Agent and Lender entered into the 2019 Term Credit Agreement. The 2019 Term Credit Agreement provides for the creation of a $491.3 million five-year term loan facility. The 2019 Five-Year Term Facility will be repaid in quarterly payments of principal equal to 1.25% of the original aggregate principal amount of the 2019 Five-Year Term Facility, with the balance due and payable at maturity.

In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, and the Lender entered into the 2020 Term Loan Restatement Agreement that amended and restated the 2019 Term Credit Agreement (as amended and restated by the 2020 Term Loan Restatement Agreement, the March 2020 Term Credit Agreement). The principal changes effected by the 2020 Term Loan Restatement Agreement were:

•the removal of the subsidiary guarantees and termination of the respective guarantee agreements; and
•the revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR.

General
We and our subsidiaries are subject to covenants that are contained in the 2020 Credit Agreement and the March 2020 Term Credit Agreement, including those restricting the incurrence of additional indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio.

Our senior credit facility permits us to elect, subject to the willingness of existing or new lenders to fund such increase or term loans and other customary conditions, to increase the revolving credit commitments or add one or more tranches of additional term loans. The Incremental Facilities may be an unlimited amount so long as our leverage ratio, as defined and computed pursuant to our senior credit facility, is no greater than 4.00 to 1.00 subject to certain limitations for the period defined pursuant to our senior credit facility.

As of February 28, 2021, aggregate credit facilities under the 2020 Credit Agreement and the March 2020 Term Credit Agreement consist of the following:
Amount Maturity
(in millions)
2020 Credit Agreement
Revolving credit facility (1) (2)
$ 2,000.0  Sept 14, 2023
March 2020 Term Credit Agreement
2019 Five-Year Term Facility (1) (3)
$ 491.3  Jun 28, 2024
(1)Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin.
(2)We and/or CB International are the borrower under the $2,000.0 million revolving credit facility. Includes a sub-facility for letters of credit of up to $200.0 million.
(3)We are the borrower under the 2019 Five-Year Term Facility.
As of February 28, 2021, information with respect to borrowings under the 2020 Credit Agreement and the March 2020 Term Credit Agreement is as follows:
2020 Credit Agreement March 2020 Term Credit Agreement
Revolving
credit
facility
2019 Five-Year Term Facility (1)
(in millions)
Outstanding borrowings $ —  $ 454.4 
Interest rate —  % 1.0  %
LIBOR margin —  % 0.88  %
Outstanding letters of credit $ 11.7 
Remaining borrowing capacity (2)
$ 1,988.3 
(1)Outstanding term loan facility borrowings are net of unamortized debt issuance costs.
(2)Net of outstanding revolving credit facility borrowings, outstanding letters of credit under the 2020 Credit Agreement, and outstanding borrowings under our commercial paper program (excluding unamortized discount) (see “Commercial paper program”).

Commercial paper program
We have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.0 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2020 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility under our 2020 Credit Agreement. As of February 28, 2021, we had no outstanding borrowings under our commercial paper program. Information with respect to our outstanding commercial paper borrowings as of February 29, 2020, is as follows:
(in millions)
Outstanding borrowings (1)
$ 238.9 
Weighted average annual interest rate 1.9  %
Weighted average remaining term 8 days
(1)Outstanding commercial paper borrowings are net of unamortized discount.

Interest rate swap contracts
In June 2019, we entered into interest rate swap agreements, which were designated as cash flow hedges for $375.0 million of our floating LIBOR rate debt. As a result of these hedges, we fixed our interest rates on $375.0 million of our floating LIBOR rate debt at an average rate of 1.9% (exclusive of borrowing margins) from July 1, 2019, through July 1, 2020.

Treasury lock contracts
In February and March 2020, we entered into treasury lock agreements, which were designated as cash flow hedges. As a result of these hedges, we fixed our 10-year treasury rates on $500.0 million of future debt issuances at an average rate of 1.2% (exclusive of borrowing margins). In April 2020, prior to the issuance of the 2.875% Senior Notes and 3.75% Senior Notes, we settled all outstanding treasury lock contracts, and recognized an unrealized loss, net of income tax effect, of $21.8 million in accumulated other comprehensive income (loss) within our consolidated balance sheets. This loss is being amortized over 10 years to interest expense within our consolidated results of operations. See “Senior notes” below.
Senior notes
Our outstanding senior notes are as follows:
Date of
Outstanding Balance (1)
Principal Issuance Maturity Interest
Payments		 February 28,
2021		 February 29,
2020
(in millions)
3.75% Senior Notes (2) (3)
$ 500.0  May 2013 May 2021 May/Nov $ —  $ 499.2 
4.25% Senior Notes (2) (4)
$ 1,050.0  May 2013 May 2023 May/Nov 1,047.5  1,046.4 
4.75% Senior Notes (2) (4)
$ 400.0  Nov 2014 Nov 2024 May/Nov 397.6  397.0 
4.75% Senior Notes (2) (4)
$ 400.0  Dec 2015 Dec 2025 Jun/Dec 396.9  396.3 
3.70% Senior Notes (2) (5)
$ 600.0  Dec 2016 Dec 2026 Jun/Dec 596.5  595.9 
2.70% Senior Notes (2) (5)
$ 500.0  May 2017 May 2022 May/Nov 498.8  497.8 
3.50% Senior Notes (2) (5)
$ 500.0  May 2017 May 2027 May/Nov 496.5  496.1 
4.50% Senior Notes (2) (5)
$ 500.0  May 2017 May 2047 May/Nov 493.1  493.0 
2.25% Senior Notes (2) (6)
$ 700.0  Nov 2017 Nov 2020 May/Nov —  698.7 
2.65% Senior Notes (2) (5)
$ 700.0  Nov 2017 Nov 2022 May/Nov 697.1  695.5 
3.20% Senior Notes (2) (5)
$ 600.0  Feb 2018 Feb 2023 Feb/Aug 598.0  597.0 
3.60% Senior Notes (2) (5)
$ 700.0  Feb 2018 Feb 2028 Feb/Aug 695.0  694.3 
4.10% Senior Notes (2) (5)
$ 600.0  Feb 2018 Feb 2048 Feb/Aug 592.3  592.1 
Senior Floating Rate Notes (2) (7)
$ 650.0  Oct 2018 Nov 2021 Quarterly —  647.9 
4.40% Senior Notes (2) (5)
$ 500.0  Oct 2018 Nov 2025 May/Nov 496.6  496.0 
4.65% Senior Notes (2) (5)
$ 500.0  Oct 2018 Nov 2028 May/Nov 495.6  495.2 
5.25% Senior Notes (2) (5)
$ 500.0  Oct 2018 Nov 2048 May/Nov 493.1  493.0 
3.15% Senior Notes (2) (5)
$ 800.0  Jul 2019 Aug 2029 Feb/Aug 793.9  793.3 
2.875% Senior Notes (2) (5)
$ 600.0  Apr 2020 May 2030 May/Nov 594.3  — 
3.75% Senior Notes (2) (5)
$ 600.0  Apr 2020 May 2050 May/Nov 589.6  — 
$ 9,972.4  $ 10,624.7 
(1)Amounts are net of unamortized debt issuance costs and unamortized discounts, where applicable.
(2)Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness.
(3)Redeemed prior to maturity in February 2021 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $3.8 million. The make-whole payment is included in loss on extinguishment of debt within our consolidated results of operations.
(4)Redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 50 basis points.
(5)Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the indenture, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus the stated basis points as defined in the indenture. On or after the stated redemption date, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.
Redemption
Stated
Redemption
Date		 Stated
Basis
Points
3.70% Senior Notes due December 2026 Sept 2026 25
2.70% Senior Notes due May 2022 Apr 2022 15
3.50% Senior Notes due May 2027 Feb 2027 20
4.50% Senior Notes due May 2047 Nov 2046 25
2.65% Senior Notes due November 2022 Oct 2022 15
3.20% Senior Notes due February 2023 Jan 2023 13
3.60% Senior Notes due February 2028 Nov 2027 15
4.10% Senior Notes due February 2048 Aug 2047 20
4.40% Senior Notes due November 2025 Sept 2025 20
4.65% Senior Notes due November 2028 Aug 2028 25
5.25% Senior Notes due November 2048 May 2048 30
3.15% Senior Notes due August 2029 May 2029 20
2.875% Senior Notes due May 2030 Feb 2030 35
3.75% Senior Notes due May 2050 Nov 2049 40
(6)Redeemed prior to maturity in May 2020 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $6.2 million. The make-whole payment is included in loss on extinguishment of debt within our consolidated results of operations.
(7)Redeemed prior to maturity in November 2020 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

Indentures
Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and (iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another person.

Subsidiary credit facilities
General
We have additional credit arrangements totaling $61.2 million and $71.8 million as of February 28, 2021, and February 29, 2020, respectively. As of February 28, 2021, and February 29, 2020, amounts outstanding under these arrangements were $15.5 million and $25.3 million, respectively, the majority of which is classified as long-term as of the respective date. These arrangements primarily support the financing needs of our domestic and foreign subsidiary operations (see “Other long-term debt” for additional information). Interest rates and other terms of these borrowings vary from country to country, depending on local market conditions.

Other long-term debt
During the year ended February 28, 2019, we recorded a conversion of $248.2 million from long-term debt to noncontrolling equity interests associated with the noncash settlement of a prior contractual agreement with our glass production plant joint venture partner, Owens-Illinois.

Debt payments
As of February 28, 2021, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $60.6 million and $17.0 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:
(in millions)
2022 $ 29.2 
2023 1,829.2 
2024 1,078.7 
2025 782.8 
2026 900.0 
Thereafter 5,900.0 
$ 10,519.9