BORROWINGS | BORROWINGS Borrowings consist of the following: February 29, 2020 February 28, Current Long-term Total Total (in millions) Short-term borrowings Senior credit facility, Revolving credit loan $ — $ 59.0 Commercial paper 238.9 732.5 $ 238.9 $ 791.5 Long-term debt Senior credit facility, Term loan $ — $ — $ — $ 492.8 Term loan credit facilities 24.5 1,271.2 1,295.7 1,486.4 Senior notes 698.7 9,926.0 10,624.7 10,816.9 Other 11.7 13.6 25.3 28.9 $ 734.9 $ 11,210.8 $ 11,945.7 $ 12,825.0 Bank Facilities Senior credit facility In July 2017, the Company, CIH International S.à r.l., a wholly-owned subsidiary of ours (“CIH”), CB International Finance S.à r.l., a wholly-owned subsidiary of ours (“CB International” and together with CIH, the “European Borrowers”), CIH Holdings S.à r.l., a wholly-owned subsidiary of ours (“CIHH”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders entered into a Restatement Agreement (the “2017 Restatement Agreement”) that amended and restated our then-existing senior credit facility (as amended and restated by the 2017 Restatement Agreement, the “2017 Credit Agreement”). The principal changes effected by the 2017 Restatement Agreement were: • The refinance and increase of the existing U.S. Term A-1 loan facility by $261.1 million to $500.0 million and extension of its maturity to July 14, 2024; • The creation of a new $2.0 billion European Term A loan facility into which the then-existing European Term A loan facility, European Term A-1 loan facility, and European Term A-2 loan facility were combined; • The increase of the revolving credit facility by $350.0 million to $1.5 billion and extension of its maturity to July 14, 2022; and • The removal of CIHH as a borrower under the 2017 Restatement Agreement. In addition, the Company and certain of our U.S. subsidiaries executed an amended and restated guarantee agreement which, among other things, released certain of our U.S. subsidiaries as guarantors of borrowings under the 2017 Credit Agreement. Furthermore, the European Borrowers executed an amended and restated cross-guarantee agreement which, among other things, removed CIHH as a party to the amended and restated cross-guarantee agreement. In November 2017, we repaid the outstanding obligations under the European Term A loan facility under the 2017 Credit Agreement primarily with proceeds from the November 2017 senior notes. 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 a Restatement Agreement (the “August 2018 Restatement Agreement”) that amended and restated the 2017 Credit Agreement (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 the European Borrowers; 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 a Restatement Agreement (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 (as defined below). Term Credit Agreement In September 2018, the Company, the Administrative Agent, and certain other lenders entered into a term loan credit agreement (the “Term Credit Agreement”). The Term Credit Agreement provides for aggregate credit facilities of $1.5 billion , consisting of a $500.0 million three-year term loan facility (the “Three-Year Term Facility”) and a $1.0 billion five-year term loan facility (the “Five-Year Term Facility”). The Three-Year Term Facility is not subject to amortization payments, with the balance due and payable at maturity. 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. 2019 Term Credit Agreement In June 2019, the Company and Bank of America, N.A., as Administrative Agent and lender (the “Lender”) entered into a term loan credit agreement (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”). 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. General The obligations under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement were guaranteed by certain of our U.S. subsidiaries. We and our subsidiaries are subject to covenants that are contained in the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement, including those restricting the incurrence of additional indebtedness (including guarantees of indebtedness) by subsidiaries that are not guarantors, 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”). 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. The 2018 Credit Agreement, the Term Credit Agreement and the 2019 Term Credit Agreement were subsequently amended as described below. As of February 29, 2020 , aggregate credit facilities under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement consist of the following: Amount Maturity (in millions) 2018 Credit Agreement Revolving Credit Facility (1) (2) $ 2,000.0 Sept 14, 2023 Term Credit Agreement Three-Year Term Facility (1) (3) $ 500.0 Nov 1, 2021 Five-Year Term Facility (1) (3) 1,000.0 Nov 1, 2023 $ 1,500.0 2019 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 Three-Year Term Facility, the Five-Year Term Facility, and the 2019 Five-Year Term Facility. As of February 29, 2020 , information with respect to borrowings under the 2018 Credit Agreement, the Term Credit Agreement, and the 2019 Term Credit Agreement is as follows: 2018 Credit Agreement Term Credit Agreement 2019 Term Credit Agreement Revolving Credit Facility Three-Year Term Facility (1) Five-Year Term Facility (1) (2) 2019 Five-Year Term Facility (1) (in millions) Outstanding borrowings $ — $ 499.6 $ 317.1 $ 479.0 Interest rate — % 2.8 % 2.9 % 2.5 % LIBOR margin 1.13 % 1.13 % 1.25 % 0.88 % Outstanding letters of credit $ 11.8 Remaining borrowing capacity (3) $ 1,749.2 (1) Outstanding term loan facility borrowings are net of unamortized debt issuance costs. (2) Outstanding borrowings reflect a $645.0 million partial prepayment of the Five-Year Term Facility under our Term Credit Agreement. (3) Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2018 Credit Agreement and outstanding borrowings under our commercial paper program of $239.0 million (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 2018 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility under our 2018 Credit Agreement. As of February 29, 2020 , we had $238.9 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 1.9% and a weighted average remaining term of 8 days . As of February 28, 2019 , we had $732.5 million of outstanding borrowings, net of unamortized discount, under our commercial paper program with a weighted average annual interest rate of 3.0% and a weighted average remaining term of 18 days . Interest rate swap contracts In June 2019, we entered into interest rate swap agreements, which are designated as cash flow hedges for $375.0 million of our floating LIBOR rate debt. As a result of these hedges, we have 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 2020, we entered into treasury lock agreements, which are designated as cash flow hedges for $300.0 million of future debt issuances. As a result of these hedges, we have fixed our 10-year treasury interest rates on $300.0 million of future debt issuances at an average rate of 1.4% (exclusive of borrowing margins). Senior notes Our outstanding senior notes are as follows: Date of Outstanding Balance (1) Principal Issuance Maturity Interest Payments February 29, February 28, (in millions) 3.75% Senior Notes (2) (3) $ 500.0 May 2013 May 2021 May/Nov $ 499.2 $ 498.6 4.25% Senior Notes (2) (3) $ 1,050.0 May 2013 May 2023 May/Nov 1,046.4 1,045.4 3.875% Senior Notes (2) (4) $ 400.0 Nov 2014 Nov 2019 May/Nov — 399.1 4.75% Senior Notes (2) (3) $ 400.0 Nov 2014 Nov 2024 May/Nov 397.0 396.4 4.75% Senior Notes (2) (3) $ 400.0 Dec 2015 Dec 2025 Jun/Dec 396.3 395.8 3.70% Senior Notes (2) (5) $ 600.0 Dec 2016 Dec 2026 Jun/Dec 595.9 595.4 2.70% Senior Notes (2) (5) $ 500.0 May 2017 May 2022 May/Nov 497.8 496.8 3.50% Senior Notes (2) (5) $ 500.0 May 2017 May 2027 May/Nov 496.1 495.6 4.50% Senior Notes (2) (5) $ 500.0 May 2017 May 2047 May/Nov 493.0 492.9 2.00% Senior Notes (2) (6) $ 600.0 Nov 2017 Nov 2019 May/Nov — 598.6 2.25% Senior Notes (2) (6) $ 700.0 Nov 2017 Nov 2020 May/Nov 698.7 696.8 2.65% Senior Notes (2) (5) $ 700.0 Nov 2017 Nov 2022 May/Nov 695.5 693.9 3.20% Senior Notes (2) (5) $ 600.0 Feb 2018 Feb 2023 Feb/Aug 597.0 596.0 3.60% Senior Notes (2) (5) $ 700.0 Feb 2018 Feb 2028 Feb/Aug 694.3 693.8 4.10% Senior Notes (2) (5) $ 600.0 Feb 2018 Feb 2048 Feb/Aug 592.1 592.0 Senior Floating Rate Notes (2) (7) $ 650.0 Oct 2018 Nov 2021 Quarterly 647.9 646.8 4.40% Senior Notes (2) (5) $ 500.0 Oct 2018 Nov 2025 May/Nov 496.0 495.4 4.65% Senior Notes (2) (5) $ 500.0 Oct 2018 Nov 2028 May/Nov 495.2 494.7 5.25% Senior Notes (2) (5) $ 500.0 Oct 2018 Nov 2048 May/Nov 493.0 492.9 3.15% Senior Notes (2) (5) $ 800.0 Jul 2019 Aug 2029 Feb/Aug 793.3 — $ 10,624.7 $ 10,816.9 (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. Guaranteed under our 2018 Credit Facility by certain of our U.S. subsidiaries on a senior unsecured basis. (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) Redeemed prior to maturity in August 2019 at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment of $1.5 million . The make-whole payment is included in loss on extinguishment of debt. (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 (6) Redeemable, in whole or in part, at our option at any time prior to maturity, 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 10 basis points. (7) Interest will accrue for each quarterly interest period at a rate equal to three-month LIBOR plus 0.70% per year as determined on the applicable interest determination date as defined in the indenture. Interest is payable quarterly in February, May, August, and November. The notes are redeemable, in whole or in part, at our option at any time prior to maturity, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest. For the year ended February 28, 2018, we recognized a loss on extinguishment of debt of $97.0 million . This amount consisted of a make-whole payment of $73.6 million in connection with the early redemption of our April 2012 senior notes and the write-off of debt issuance costs of $23.4 million primarily in connection with the prior-to-maturity repayments of term loan facilities under our applicable senior credit facility in May and November 2017. 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 $71.8 million and $45.1 million as of February 29, 2020 , and February 28, 2019 , respectively. As of February 29, 2020 , and February 28, 2019 , amounts outstanding under these arrangements were $25.3 million and $28.9 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 29, 2020 , the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $62.5 million and $13.6 million , respectively) for each of the five succeeding fiscal years and thereafter are as follows: (in millions) 2021 $ 736.2 2022 1,682.2 2023 1,828.9 2024 1,393.8 2025 780.7 Thereafter 5,600.0 $ 12,021.8 Subsequent events 2020 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 a Restatement Agreement (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 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 secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York. Upon removal of all of the subsidiary guarantors from our 2020 Credit Agreement, the subsidiary guarantors were automatically released from the indentures relating to our outstanding senior notes. Term Credit Agreements In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and certain other lenders entered into a term loan restatement agreement (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”). In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative Agent, and the Lender entered into a 2020 term loan restatement agreement (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 Term Loan Restatement Agreement and 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. Treasury lock contracts In March 2020, we entered into additional treasury lock agreements, which are designated as cash flow hedges for $200.0 million of future debt issuances. As a result of these additional hedges, we have fixed our 10-year treasury interest rates on $500.0 million of future debt issuances at an average rate of 1.2% (exclusive of borrowing margins). |