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Borrowings
12 Months Ended
Feb. 28, 2025
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGS
Borrowings consist of the following:
February 28, 2025February 29,
2024
CurrentLong-termTotalTotal
(in millions)
Short-term borrowings
Commercial paper$806.7 $241.4 
$806.7 $241.4 
Long-term debt
Senior notes$1,397.9 $9,284.4 $10,682.3 $11,620.1 
Other4.1 4.6 8.7 17.8 
$1,402.0 $9,289.0 $10,691.0 $11,637.9 

Bank facilities
Senior credit facility
In October 2022, the Company, CB International, the Administrative Agent, and certain other lenders agreed to amend the 2022 Credit Agreement. The October 2022 Credit Agreement Amendment revised certain defined terms and covenants and became effective in April 2024 following the (i) amendment by Canopy of its Articles of Incorporation, (ii) conversion of our Canopy common shares into Exchangeable Shares, and (iii) resignation of our nominees from the board of directors of Canopy.

In April 2022, the Company, CB International, the Administrative Agent, and certain other lenders entered into the 2022 Restatement Agreement that amended and restated our then-existing senior credit facility (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;
refinement of certain negative covenants; and
replacement of LIBOR rates with rates based on term SOFR.

April 2022 Term Credit Agreement
In April 2022, the Company, the Administrative Agent, and the Lender amended our then-existing credit agreement (as amended, the April 2022 Term Credit Agreement). The April 2022 Term Credit Agreement provided for a $491.3 million five year term loan facility. 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. In August 2023, we repaid the outstanding five-year term loan facility borrowings under the April 2022 Term Credit Agreement with proceeds from commercial paper borrowings.

August 2022 Term Credit Agreement
In August 2022, the Company, the Administrative Agent, and certain other lenders entered into the August 2022 Term Credit Agreement. The August 2022 Term Credit Agreement provided for a $1.0 billion term loan facility and was not subject to amortization payments, with the balance due and payable three years after the November 10, 2022, funding date. The proceeds from the August 2022 Term Credit Agreement were used to partially fund the aggregate cash payment to holders of Class B Stock in connection with the Reclassification and to pay related fees as well as fees related to closing the August 2022 Term Credit Agreement. In February 2023, we repaid a portion of our indebtedness under the August 2022 Term Credit Agreement with proceeds from senior notes issued in February 2023. In May 2023, we repaid the remaining outstanding borrowings under the August 2022 Term Credit Agreement with proceeds from senior notes issued in May 2023. For additional information, refer to “Senior notes” below.

General
We and our subsidiaries are subject to covenants that are contained in the 2022 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.

Information with respect to borrowings under the 2022 Credit Agreement is as follows:
Outstanding
borrowings
Interest
rate
SOFR
margin
Outstanding
letters of
credit
Remaining
borrowing
capacity (1)
(in millions)
February 28, 2025
Revolving credit facility (2) (3)
$— — %— %$11.3 $1,430.7 
February 29, 2024
Revolving credit facility (2) (3)
$— — %— %$11.5 $1,997.0 
(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2022 Credit Agreement and outstanding borrowings under our commercial paper program of $808.0 million and
$241.5 million (excluding unamortized discount) for the years ended February 28, 2025, and February 29, 2024, respectively (see “Commercial paper program” below).
(2)Contractual interest rate varies based on our debt rating (as defined in the agreement) and is a function of SOFR plus a margin and a credit spread adjustment, or the base rate plus a margin, or, in certain circumstances where SOFR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin.
(3)We and/or CB International are the borrower under the $2,250.0 million revolving credit facility with a maturity date of April 14, 2027. Includes a sub-facility for letters of credit of up to $200.0 million.

Commercial paper program
We have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.25 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2022 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility. Information with respect to our outstanding commercial paper borrowings is as follows:
February 28,
2025
February 29,
2024
(in millions)
Outstanding borrowings (1)
$806.7 $241.4 
Weighted average annual interest rate4.7 %5.7 %
Weighted average remaining term13 days4 days
(1)Outstanding commercial paper borrowings are net of unamortized discount.

Pre-issuance hedge contracts
We entered into Pre-issuance hedge contracts, which were designated as cash flow hedges. As a result, we have hedged the treasury rate on $300.0 million of future debt issuances, of which $275.0 million was outstanding, as of February 28, 2025. Upon the termination and settlement of these contracts, the unrealized gain (loss) is recognized in AOCI within our consolidated balance sheets and amortized to interest expense, net within our consolidated results of operations.

Senior notes
Information on our senior notes is as follows:
Date of
Outstanding Balance (1)
PrincipalIssuanceMaturityInterest
Payments
February 28,
2025
February 29,
2024
(in millions)
4.75% Senior Notes (2) (3)
$400.0 Nov 2014Nov 2024May/Nov$— $399.5 
4.75% Senior Notes (2) (3)
$400.0 Dec 2015Dec 2025Jun/Dec399.5 398.8 
3.70% Senior Notes (2) (4)
$600.0 Dec 2016Dec 2026Jun/Dec598.9 598.3 
3.50% Senior Notes (2) (4)
$500.0 May 2017May 2027May/Nov498.8 498.2 
4.50% Senior Notes (2) (4)
$500.0 May 2017May 2047May/Nov494.2 493.9 
3.60% Senior Notes (2) (4)
$700.0 Feb 2018Feb 2028Feb/Aug697.9 697.1 
4.10% Senior Notes (2) (4)
$600.0 Feb 2018Feb 2048Feb/Aug593.4 593.2 
4.40% Senior Notes (2) (4)
$500.0 Oct 2018Nov 2025May/Nov499.5 498.8 
4.65% Senior Notes (2) (4)
$500.0 Oct 2018Nov 2028May/Nov497.9 497.3 
5.25% Senior Notes (2) (4)
$500.0 Oct 2018Nov 2048May/Nov494.1 493.8 
3.15% Senior Notes (2) (4)
$800.0 Jul 2019Aug 2029Feb/Aug796.8 796.1 
2.875% Senior Notes (2) (4)
$600.0 Apr 2020May 2030May/Nov596.8 596.2 
Date of
Outstanding Balance (1)
PrincipalIssuanceMaturityInterest
Payments
February 28,
2025
February 29,
2024
(in millions)
3.75% Senior Notes (2) (4)
$600.0 Apr 2020May 2050May/Nov591.0 590.6 
2.25% Senior Notes (2) (4)
$1,000.0 Jul 2021Aug 2031Feb/Aug991.8 990.5 
3.60% Senior Notes (2)
$550.0 May 2022May 2024May/Nov— 549.8 
4.35% Senior Notes (2) (4)
$600.0 May 2022May 2027May/Nov598.4 597.8 
4.75% Senior Notes (2) (4)
$700.0 May 2022May 2032May/Nov695.0 694.4 
5.00% Senior Notes (2) (5)
$500.0 Feb 2023Feb 2026Feb/Aug499.0 497.9 
4.90% Senior Notes (2) (4)
$750.0 May 2023May 2033May/Nov741.6 740.7 
4.80% Senior Notes (2) (4)
$400.0 Jan 2024Jan 2029
Jan/Jul
397.7 397.2 
$10,682.3 $11,620.1 
(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 applicable 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 applicable 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 202625
3.50% Senior Notes due May 2027
Feb 202720
4.50% Senior Notes due May 2047
Nov 204625
3.60% Senior Notes due February 2028
Nov 202715
4.10% Senior Notes due February 2048
Aug 204720
4.40% Senior Notes due November 2025
Sept 202520
4.65% Senior Notes due November 2028
Aug 202825
5.25% Senior Notes due November 2048
May 204830
3.15% Senior Notes due August 2029
May 202920
2.875% Senior Notes due May 2030
Feb 203035
3.75% Senior Notes due May 2050
Nov 204940
2.25% Senior Notes due August 2031
May 203115
4.35% Senior Notes due May 2027
Apr 202725
4.75% Senior Notes due May 2032
Feb 203230
4.90% Senior Notes due May 2033
Feb 203325
4.80% Senior Notes due January 2029
Dec 202815
(5)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.
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 $46.7 million and $67.7 million as of February 28, 2025, and February 29, 2024, respectively. As of February 28, 2025, and February 29, 2024, amounts outstanding under these arrangements were $8.7 million and $17.8 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, 2025, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $47.0 million and $20.7 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:
(in millions)
Fiscal 2026$1,404.1 
Fiscal 2027603.2 
Fiscal 20281,801.3 
Fiscal 2029900.0 
Fiscal 2030800.0 
Thereafter5,250.1 
$10,758.7