Annual report pursuant to Section 13 and 15(d)

Borrowings

v3.22.1
Borrowings
 12 Months Ended
Feb. 28, 2022
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS
Borrowings consist of the following:
February 28, 2022 February 28,
2021
Current Long-term Total Total
(in millions)
Short-term borrowings
Commercial paper $ 323.0  $ — 
$ 323.0  $ — 
Long-term debt
Term loan credit facilities $ —  $ 300.0  $ 300.0  $ 454.4 
Senior notes 599.0  9,174.6  9,773.6  9,972.4 
Other 6.3  13.6  19.9  15.5 
$ 605.3  $ 9,488.2  $ 10,093.5  $ 10,442.3 

Bank facilities
Senior credit facility
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 our then-existing senior credit facility (as amended and restated by the 2020 Restatement Agreement, the 2020 Credit Agreement). The 2020 Credit Agreement provided 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.

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. The 2020 Credit Agreement has been superseded by the 2022 Credit Agreement, as described below.

2020 Term Credit Agreement
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 our then-existing term credit agreement (as amended and restated by the Term Loan Restatement Agreement, the 2020 Term Credit Agreement). The 2020 Term Credit Agreement provided for aggregate credit facilities of $1.5 billion, consisting of a $500.0 million three-year term loan facility and a $1.0 billion five-year term loan facility. During Fiscal 2021, we repaid the outstanding term loan facility borrowings under our 2020 Term Credit Agreement.

June 2021 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 provided for the creation of a $491.3 million five-year term loan facility. The Five-Year Term Facility will be repaid in quarterly payments of principal equal to 1.25% of the original aggregate principal amount of the 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.

In June 2021, the Company and the Administrative Agent and Lender amended the March 2020 Term Credit Agreement. The principal change effected by the amendment was a reduction in LIBOR margin from 0.88% to 0.63% from June 1, 2021 through December 31, 2021. The June 2021 Term Credit Agreement has been superseded by the 2022 Term Credit Agreement, as described below.

General
We and our subsidiaries are subject to covenants that are contained in the 2020 Credit Agreement and the June 2021 Term Credit Agreement, including those restricting the incurrence of additional subsidiary 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 and other customary conditions, to increase the revolving credit commitments. The increased commitments may be an unlimited amount so long as our net 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, 2022, aggregate credit facilities under the 2020 Credit Agreement and the June 2021 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
June 2021 Term Credit Agreement
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 Five-Year Term Facility.
As of February 28, 2022, information with respect to borrowings under the 2020 Credit Agreement and the June 2021 Term Credit Agreement is as follows:
Outstanding
borrowings		 Interest
rate		 LIBOR
margin		 Outstanding
letters of
credit
Remaining
borrowing
capacity (1)
(in millions)
2020 Credit Agreement
Revolving credit facility $ —  —  % —  % $ 12.2  $ 1,664.8 
June 2021 Term Credit Agreement
Five-Year Term Facility (2)
$ 300.0  1.0  % 0.88  %
(1)Net of outstanding revolving credit facility borrowings, outstanding letters of credit under the 2020 Credit Agreement, and outstanding borrowings under our commercial paper program of $323.0 million (excluding unamortized discount) (see “Commercial paper program” below).
(2)Outstanding term loan facility borrowings are net of unamortized debt issuance costs and reflect a partial prepayment of $142.1 million made in June 2021.

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. 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 28, 2022, is as follows:
(in millions)
Outstanding borrowings (1)
$ 323.0 
Weighted average annual interest rate 0.5  %
Weighted average remaining term 4 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.

Swap lock and treasury lock contracts
In February 2022, we entered into a swap lock agreement, which was designated as a cash flow hedge. As a result, we have hedged the treasury rate volatility on $100.0 million of future debt issuances.

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,
2022		 February 28,
2021
(in millions)
4.25% Senior Notes (2) (3)
$ 1,050.0  May 2013 May 2023 May/Nov 1,048.6  1,047.5 
4.75% Senior Notes (2) (3)
$ 400.0  Nov 2014 Nov 2024 May/Nov 398.2  397.6 
4.75% Senior Notes (2) (3)
$ 400.0  Dec 2015 Dec 2025 Jun/Dec 397.5  396.9 
3.70% Senior Notes (2) (4)
$ 600.0  Dec 2016 Dec 2026 Jun/Dec 597.1  596.5 
2.70% Senior Notes (2) (5)
$ 500.0  May 2017 May 2022 May/Nov —  498.8 
3.50% Senior Notes (2) (4)
$ 500.0  May 2017 May 2027 May/Nov 497.2  496.5 
4.50% Senior Notes (2) (4)
$ 500.0  May 2017 May 2047 May/Nov 493.4  493.1 
2.65% Senior Notes (2) (6)
$ 700.0  Nov 2017 Nov 2022 May/Nov —  697.1 
3.20% Senior Notes (2) (4)
$ 600.0  Feb 2018 Feb 2023 Feb/Aug 599.0  598.0 
3.60% Senior Notes (2) (4)
$ 700.0  Feb 2018 Feb 2028 Feb/Aug 695.7  695.0 
4.10% Senior Notes (2) (4)
$ 600.0  Feb 2018 Feb 2048 Feb/Aug 592.6  592.3 
4.40% Senior Notes (2) (4)
$ 500.0  Oct 2018 Nov 2025 May/Nov 497.3  496.6 
4.65% Senior Notes (2) (4)
$ 500.0  Oct 2018 Nov 2028 May/Nov 496.2  495.6 
5.25% Senior Notes (2) (4)
$ 500.0  Oct 2018 Nov 2048 May/Nov 493.3  493.1 
3.15% Senior Notes (2) (4)
$ 800.0  Jul 2019 Aug 2029 Feb/Aug 794.7  793.9 
2.875% Senior Notes (2) (4)
$ 600.0  Apr 2020 May 2030 May/Nov 594.9  594.3 
3.75% Senior Notes (2) (4)
$ 600.0  Apr 2020 May 2050 May/Nov 589.9  589.6 
2.25% Senior Notes (2) (4)
$ 1,000.0  Jul 2021 Aug 2031 Feb/Aug 988.0  — 
$ 9,773.6  $ 9,972.4 
(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)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.
(4)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
3.50% Senior Notes due May 2027 Feb 2027 20
4.50% Senior Notes due May 2047 Nov 2046 25
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
2.25% Senior Notes due August 2031 May 2031 15
(5)Redeemed prior to maturity in August 2021 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $7.7 million. The make-whole payment is included in loss on extinguishment of debt within our consolidated results of operations.
(6)Redeemed prior to maturity in August 2021 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $18.9 million. The make-whole payment is included in loss on extinguishment of debt within our consolidated results of operations.
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 $64.5 million and $61.2 million as of February 28, 2022, and February 28, 2021, respectively. As of February 28, 2022, and February 28, 2021, amounts outstanding under these arrangements were $19.9 million and $15.5 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. Interest rates and other terms of these borrowings vary from country to country, depending on local market conditions.

Debt payments
As of February 28, 2022, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $57.7 million and $18.7 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:
(in millions)
Fiscal 2023 $ 606.8 
Fiscal 2024 1,056.2 
Fiscal 2025 703.9 
Fiscal 2026 902.0 
Fiscal 2027 600.9 
Thereafter 6,300.1 
$ 10,169.9 
Subsequent events
2022 Credit Agreement
In April 2022, the Company, CB International, the Administrative Agent, and certain other lenders entered into the 2022 Restatement Agreement that amended and restated the 2020 Credit Agreement (as amended and restated by the 2022 Restatement Agreement, the 2022 Credit Agreement). The principal changes effected by the 2022 Restatement Agreement were:

•The refinance and increase of the existing revolving credit facility from $2.0 billion to $2.25 billion and extension of its maturity to April 14, 2027;
•The refinement of certain negative covenants; and
•The replacement of LIBOR rates with rates based on term SOFR.

2022 Term Credit Agreement
In April 2022, the Company, the Administrative Agent, and the Lender amended the June 2021 Term Credit Agreement (as amended the 2022 Term Credit Agreement). The principal changes effected by the amendment were the refinement of certain negative covenants and replacement of LIBOR rates with rates based on term SOFR.

Swap lock contracts
During the first quarter of Fiscal 2023, we entered into additional swap lock agreements, which were designated as cash flow hedges, for $150.0 million of future debt issuances. As a result of the additional swap locks, we have hedged the treasury rate volatility on $250.0 million of future debt issuances.