Financing Arrangements

12 Months Ended

Nov. 30, 2020

FINANCING ARRANGEMENTS

Our outstanding debt, including capital leases, was as follows at November 30:


(millions)	2020			2019
Short-term borrowings
Commercial paper	$	845.8		$	575.3
Other	40.9			25.4
	$	886.7		$	600.7
Weighted-average interest rate of short-term borrowings at year-end	0.3		%	2.5		%

Long-term debt


3.90% notes due 7/8/2021(1)	$	250.0		$	250.0
2.70% notes due 8/15/2022	750.0			750.0
Term loan due 8/17/2022(2)	—			250.0
3.50% notes due 8/19/2023(3)	250.0			250.0
3.15% notes due 8/15/2024	700.0			700.0
3.25% notes due 11/15/2025(4)	250.0			250.0
3.40% notes due 8/15/2027(5)	750.0			750.0
2.50% notes due 4/15/2030	500.0			—
4.20% notes due 8/15/2047	300.0			300.0
7.63%–8.12% notes due 2024	55.0			55.0

Other, including capital leases	195.8			171.6
Unamortized discounts, premiums, debt issuance costs and fair value adjustments(6)	16.9			(3.1)
	4,017.7			3,723.5
Less current portion	263.9			97.7
	$	3,753.8		$	3,625.8

(1)Interest rate swaps, settled upon the issuance of these notes in 2011, effectively set the interest rate on the $250 million notes at a weighted-average fixed rate of 4.01%.

(2)The term loan was prepayable in whole or in part. Also, the term loan due in 2022 required quarterly principal payments of 2.5% of the initial principal amount.

(3)Interest rate swaps, settled upon the issuance of these notes in 2013, effectively set the interest rate on the $250 million notes at a weighted-average fixed rate of 3.30%.

(4)Interest rate swaps, settled upon the issuance of these notes in 2015, effectively set the interest rate on the $250 million notes at a weighted-average fixed rate of 3.45%. The fixed interest rate on $100 million of the 3.25% notes due in 2025 is effectively converted to a variable rate by interest rate swaps through 2025. Net interest payments are based on 3-month LIBOR plus 1.22% during this period (our effective rate as of November 30, 2020 was 1.44%).

(5)Interest rate swaps, settled upon the issuance of these notes in 2017, effectively set the interest rate on the $750 million notes at a weighted-average fixed rate of 3.44%. The fixed interest rate on $250 million of the 3.40% notes due in 2027 is effectively converted to a variable rate by interest rate swaps through 2027. Net interest payments are based on 3-month LIBOR plus 0.685% during this period (our effective rate as of November 30, 2020 was 0.91%).

(6)Includes unamortized discounts, premiums and debt issuance costs of $(24.4) million and $(23.6) million as of November 30, 2020 and 2019, respectively. Includes fair value adjustment associated with interest rate swaps designated as fair value hedges of $41.3 million and $20.5 million as of November 30, 2020 and 2019, respectively.

Maturities of long-term debt, including capital leases, during the fiscal years subsequent to November 30, 2020 are as follows (in millions):


2021	$	263.9
2022	765.0
2023	265.2
2024	791.9
2025	271.4
Thereafter	1,643.4

In April 2020, we issued $500.0 million of 2.50% notes due April 15, 2030, with cash proceeds received of $495.0 million, net of discounts and underwriters' fees. Interest is payable semiannually in arrears in April and October of each year.

In August 2017, we issued an aggregate amount of $2.5 billion of senior unsecured notes. These notes are due as follows: $750.0 million due August 15, 2022, $700.0 million due August 15, 2024, $750.0 million due August 15, 2027 and $300.0 million due August 15, 2047 with stated fixed interest rates of 2.70%, 3.15%, 3.40% and 4.20%, respectively. Interest is payable semiannually in arrears in August and February of each year. The net proceeds received from the issuance of these notes were $2,479.3 million and were used to partially fund our acquisition of RB Foods.

In connection with our acquisition of RB Foods, we entered into a Term Loan Agreement (Term Loan) in August 2017. The Term Loan provides for three-year and five-year senior unsecured term loans, each for $750 million. The net proceeds received from the issuance of the Term Loan was $1,498.3 million. The three-year loan was payable at maturity. The five-year loan was payable in equal quarterly installments in an amount of 2.5% of the initial principal amount, with the remaining unpaid balance due at maturity. The three-year and five-year loans were each prepayable in whole or in part. In 2019 and 2018, we repaid the three-year loan in the amounts of $130.0 million and $370.0 million, respectively. Prior to payoff, the three-year loan bore interest at LIBOR plus 1.125%. In 2020, 2019 and 2018, we repaid $250.0 million, $306.3 million and $175.0 million, respectively, of the five-year loan. Prior to payoff, the five-year loan bore interest at LIBOR plus 1.25%. The interest rates were based on our credit rating.

We have available credit facilities with domestic and foreign banks for various purposes. Some of these lines are committed lines and others are uncommitted lines and could be withdrawn at various times. We have a five-year $1.0 billion revolving credit facility, which will expire in August 2022. The current pricing for the credit facility, on a fully drawn basis, is LIBOR plus 1.25%. The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to LIBOR plus 1.75%. This credit facility supports our commercial paper program and, after $845.8 million was used to support issued commercial paper, we have $154.2 million of capacity at November 30, 2020. In December 2020, we entered into a 364-day $1.0 billion revolving credit facility which will expire in December 2021. The current pricing for that credit facility, on a fully drawn basis, is LIBOR plus 1.25%. The pricing of the credit facility is based on a credit rating grid that contains a fully drawn maximum pricing of the credit facility equal to LIBOR plus 1.75%. The provisions of our revolving credit facilities restrict subsidiary indebtedness and require us to maintain certain minimum and maximum financial ratios for interest expense coverage and our leverage ratio. The applicable leverage ratio is reduced periodically. As of November 30, 2020, our capacity under the five-year $1.0 billion revolving credit facility was not affected by these covenants. We do not expect that these covenants would limit our access to our revolving credit facilities for the foreseeable future; however, the leverage ratio could restrict our ability to utilize this facility.

In addition, we have several uncommitted lines totaling $316.6 million, which have a total unused capacity at November 30, 2020 of $212.8 million. These lines, by their nature, can be withdrawn based on the lenders’ discretion. Committed credit facilities require a fee, and commitment fees were $1.3 million for both 2020 and 2019.

In 2018, we consolidated our Corporate staff and certain non-manufacturing U.S. employees into our new headquarters building in Hunt Valley, Maryland. The 15-year lease for that building requires monthly lease payments of approximately $0.9 million which began in April 2019. The $0.9 million monthly lease payment is subject to adjustment after an initial 60-month period and thereafter on an annual basis as specified in the lease agreement. Upon commencement of fit-out in the second quarter of 2018, we obtained access to the building, which resulted in the lease commencement date for accounting purposes. We have recognized this lease as a capital lease, with the leased asset of $116.1 million and $124.7 million included in property, plant and equipment, net, as of November 30, 2020 and 2019, respectively. As of November 30, 2020, the total lease obligation was $130.9 million, of which $7.1 million was included in the current portion of long-term debt and $123.8 million was included in long-term debt. As of November 30, 2019, the total lease obligation was $137.7 million, of which $6.8 million was included in the current portion of long-term debt and $130.9 million was included in long-term debt. During 2020, 2019 and 2018, respectively, we recognized amortization expense of $8.7 million, $8.7 million and $5.2 million related to the leased asset.

At November 30, 2020, we had guarantees outstanding of $0.7 million with terms of one year or less. As of both November 30, 2020 and 2019, we had outstanding letters of credit of $32.2 million. These letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions. The unused portion of our letter of credit facility was $13.8 million at November 30, 2020.