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Long-Term Debt and Other Financing Arrangements | 12 Months Ended
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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.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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