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Long-Term Debt and Other Financing Arrangements
12 Months Ended
May 31, 2020
Debt And Capital Lease Obligations [Abstract]  
Long-term Debt and Other Financing Arrangements

NOTE 6: LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS

The components of long-term debt (net of discounts and debt issuance costs), along with maturity dates for the years subsequent to May 31, 2020, are as follows (in millions):

 

 

 

 

 

 

 

 

 

May 31,

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

 

Interest Rate%

 

 

Maturity

 

 

 

 

 

 

 

 

Senior unsecured debt:

 

 

2.30

 

 

2020

 

$

 

 

$

400

 

 

 

 

3.40

 

 

2022

 

 

498

 

 

 

497

 

 

 

2.625-2.70

 

 

2023

 

 

748

 

 

 

747

 

 

 

 

4.00

 

 

2024

 

 

747

 

 

 

746

 

 

 

3.2-3.80

 

 

2025

 

 

1,687

 

 

 

696

 

 

 

 

3.25

 

 

2026

 

 

745

 

 

 

745

 

 

 

 

3.30

 

 

2027

 

 

446

 

 

 

446

 

 

 

 

3.40

 

 

2028

 

 

496

 

 

 

495

 

 

 

 

4.20

 

 

2029

 

 

397

 

 

 

396

 

 

 

3.1-4.25

 

 

2030

 

 

1,732

 

 

 

 

 

 

 

4.90

 

 

2034

 

 

495

 

 

 

495

 

 

 

 

3.90

 

 

2035

 

 

494

 

 

 

494

 

 

 

3.875-4.10

 

 

2043

 

 

984

 

 

 

984

 

 

 

 

5.10

 

 

2044

 

 

742

 

 

 

742

 

 

 

 

4.10

 

 

2045

 

 

641

 

 

 

641

 

 

 

4.55-4.75

 

 

2046

 

 

2,461

 

 

 

2,460

 

 

 

 

4.40

 

 

2047

 

 

735

 

 

 

735

 

 

 

 

4.05

 

 

2048

 

 

986

 

 

 

986

 

 

 

 

4.95

 

 

2049

 

 

835

 

 

 

835

 

 

 

 

5.25

 

 

2050

 

 

1,225

 

 

 

 

 

 

 

4.50

 

 

2065

 

 

246

 

 

 

246

 

 

 

 

7.60

 

 

2098

 

 

237

 

 

 

237

 

Euro senior unsecured debt:

 

 

0.50

 

 

2020

 

 

 

 

 

559

 

 

 

 

0.70

 

 

2022

 

 

695

 

 

 

713

 

 

 

 

1.00

 

 

2023

 

 

815

 

 

 

836

 

 

 

 

0.45

 

 

2026

 

 

541

 

 

 

 

 

 

 

1.625

 

 

2027

 

 

1,351

 

 

 

1,387

 

 

 

 

1.30

 

 

2032

 

 

539

 

 

 

 

Total senior unsecured debt

 

 

 

 

 

 

 

 

21,518

 

 

 

17,518

 

Other debt

 

 

 

 

 

 

 

 

 

 

 

1

 

Finance lease obligations

 

 

 

 

 

 

 

 

485

 

 

 

62

 

 

 

 

 

 

 

 

 

 

22,003

 

 

 

17,581

 

Less current portion

 

 

 

 

 

 

 

 

51

 

 

 

964

 

 

 

 

 

 

 

 

 

$

21,952

 

 

$

16,617

 

 

Interest on our U.S. dollar fixed-rate notes is paid semi-annually. Interest on our euro fixed-rate notes is paid annually. The weighted average interest rate on long-term debt was 3.6% as of May 31, 2020. Long-term debt, including current maturities and exclusive of finance leases, had estimated fair values of $22.8 billion at May 31, 2020 and $17.8 billion at May 31, 2019. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly.

We have a shelf registration statement filed with the SEC that allows us to sell, in one or more future offerings, any combination of our unsecured debt securities and common stock.

During July 2019, we issued $2.1 billion of senior unsecured debt under our current shelf registration statement, comprised of $1.0 billion of 3.10% fixed-rate notes due in August 2029, €500 million of 0.45% fixed-rate notes due in August 2025 and €500 million of 1.30% fixed-rate notes due in August 2031. We used the net proceeds to make voluntary contributions to our tax-qualified U.S. domestic pension plans (“U.S. Pension Plans”) during the first quarter of 2020 and to redeem the $400 million aggregate principal amount of 2.30% notes due February 1, 2020 and the €500 million aggregate principal amount of 0.50% notes due April 9, 2020. The remaining net proceeds are being used for general corporate purposes.

On March 17, 2020, we entered into an amended and restated $2.0 billion Five-Year Credit Agreement and a $1.5 billion 364-Day Credit Agreement. The Five-Year Credit Agreement expires in March 2025 and includes a $250 million letter of credit sublimit. The 364-Day Credit Agreement expires in March 2021. The Credit Agreements are available to finance our operations and other cash flow needs.

On March 18, 2020, we elected to draw $1.5 billion under the 364-Day Credit Agreement to increase our cash position to preserve financial flexibility in light of disrupted access to commercial paper markets and uncertainty in the global financial markets resulting from the COVID-19 pandemic.

During April 2020, we issued $3.0 billion of senior unsecured debt under our current shelf registration statement, comprised of $1.0 billion of 3.80% fixed-rate notes due in May 2025, $750 million of 4.25% fixed-rate notes due in May 2030 and $1.25 billion of 5.25% fixed-rate notes due in May 2050. We used the net proceeds to repay the $1.5 billion of outstanding borrowings under the 364-Day Credit Agreement, repay $136 million of commercial paper outstanding under our commercial paper program and for general corporate purposes.

The Credit Agreements contain a financial covenant requiring us to maintain a ratio of debt to consolidated earnings (excluding noncash retirement plans MTM adjustments, noncash pension service costs and noncash asset impairment charges) before interest, taxes, depreciation and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the end of the applicable quarter on a rolling four-quarters basis. On May 27, 2020, we amended the Credit Agreements to revise the adjusted EBITDA definition to exclude noncash pension service costs (as noted above) and to increase the ratio of debt to adjusted EBITDA as follows: 3.75:1.0 at May 31, 2020; 4.75:1.0 at August 31, 2020; 4.9:1.0 at November 30, 2020; 4.75:1.0 at February 28, 2021; and 3.75:1.0 at May 31, 2021, with the ratio reverting to 3.5:1.0 at August 31, 2021 and thereafter. The amendments to the Credit Agreements also contain temporary covenants restricting us from repurchasing any shares of our common stock or increasing the amount of our quarterly dividend payable per share of common stock from $0.65 per share between May 27, 2020 and May 31, 2021. The ratio of our debt to adjusted EBITDA was 3.0 to 1.0 at May 31, 2020.

We believe the covenants discussed above are the only significant restrictive covenant in the Credit Agreements. The Credit Agreements contain other customary covenants that do not, individually or in the aggregate, materially restrict the conduct of our business. We are in compliance with the financial covenant and all other covenants in the Credit Agreements and do not expect the covenants to affect our operations, including our liquidity or expected funding needs. If we failed to comply with the financial covenant or any other covenants in the Credit Agreements, our access to financing could become limited. We had $250 million of the letter of credit sublimit unused under our revolving credit facility as of May 31, 2020.

As of May 31, 2020, no commercial paper was outstanding.