Financing | Note I – Financing The Company’s debt consisted of the following: (in thousands) August 27, 2016 August 29, 5.500% Senior Notes due November 2015, effective interest rate of 4.86% $ — $ 300,000 6.950% Senior Notes due June 2016, effective interest rate of 7.09% — 200,000 1.300% Senior Notes due January 2017, effective interest rate of 1.43% 400,000 400,000 7.125% Senior Notes due August 2018, effective interest rate of 7.28% 250,000 250,000 1.625% Senior Notes due April 2019, effective interest rate of 1.77% 250,000 — 4.000% Senior Notes due November 2020, effective interest rate of 4.43% 500,000 500,000 2.500% Senior Notes due April 2021, effective interest rate of 2.62% 250,000 250,000 3.700% Senior Notes due April 2022, effective interest rate of 3.85% 500,000 500,000 2.875% Senior Notes due January 2023, effective interest rate of 3.21% 300,000 300,000 3.125% Senior Notes due July 2023, effective interest rate of 3.26% 500,000 500,000 3.250% Senior Notes due April 2025, effective interest rate 3.36% 400,000 400,000 3.125% Senior Notes due April 2026, effective interest rate of 3.28% 400,000 — Commercial paper, weighted average interest rate of 0.72% and 0.45% at August 27, 2016 and August 29, 2015, respectively 1,197,500 1,047,600 Total debt before discounts and debt issuance costs 4,947,500 4,647,600 Less: Discounts and debt issuance costs 23,381 22,724 Long-term debt $ 4,924,119 $ 4,624,876 As of August 27, 2016, $1.198 billion of commercial paper borrowings and the $400 million 1.300% Senior Notes due January 2017 are classified as long-term in the accompanying Consolidated Balance Sheets as the Company has the ability and intent to refinance on a long-term basis through available capacity in its revolving credit facilities. As of August 27, 2016, the Company had $1.708 billion of availability under its $1.75 billion revolving credit facilities, which would allow it to replace these short-term obligations with long-term financing facilities. On December 19, 2014, the Company amended and restated its existing revolving credit facility (the “Multi-Year Credit Agreement”) by increasing the amount of capital leases allowable to $225 million, extending the expiration date by two years and renegotiating other terms and conditions. This credit facility is available to primarily support commercial paper borrowings, letters of credit and other short-term unsecured bank loans. The capacity of the credit facility is $1.25 billion and may be increased to $1.5 billion prior to the maturity date at the Company’s election and subject to bank credit capacity and approval, may include up to $200 million in letters of credit and may include up to $225 million in capital leases each fiscal year. Under the revolving credit facility, the Company may borrow funds consisting of Eurodollar loans or base rate loans. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable percentage, as defined in the revolving credit facility, depending upon the Company’s senior, unsecured, (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans as defined in the credit facility. The Company also has the option to borrow funds under the terms of a swingline loan subfacility. The revolving credit facility expires in December 2019. On December 19, 2014, the Company entered into a new revolving credit facility (the “364-Day Credit Agreement”). The credit facility is available to primarily support commercial paper borrowings and other short-term unsecured bank loans. The 364-Day Credit Agreement provides for loans in the principal amount of up to $500 million. Under the credit facility, the Company may borrow funds consisting of Eurodollar loans, base rate loans or a combination of both. Interest accrues on Eurodollar loans at a defined Eurodollar rate, defined as LIBOR plus the applicable margin, as defined in the revolving credit facility, depending upon the Company’s senior, unsecured, (non-credit enhanced) long-term debt rating. Interest accrues on base rate loans as defined in the credit facility. The original expiration date of the credit facility was December 19, 2015, but in accordance with the credit agreement, in November 2015, the Company requested, and the banks approved, the extension of the termination date to December 16, 2016. In addition, at least 15 days prior to December 16, 2016, the Company has the right to convert the credit facility to a term loan for up to one year from the termination date, subject to a 1% penalty. The revolving credit facility agreements require that the Company’s consolidated interest coverage ratio as of the last day of each quarter shall be no less than 2.5:1. This ratio is defined as the ratio of (i) consolidated earnings before interest, taxes and rents to (ii) consolidated interest expense plus consolidated rents. The Company’s consolidated interest coverage ratio as of August 27, 2016 was 5.5:1. As of August 27, 2016, the Company had no outstanding borrowings under either of the revolving credit facilities and $3.3 million of outstanding letters of credit under the Multi-Year Credit Agreement. The Company also maintains a letter of credit facility that allows it to request the participating bank to issue letters of credit on its behalf up to an aggregate amount of $100 million. The letter of credit facility is in addition to the letters of credit that may be issued under the Multi-Year Credit Agreement. In fiscal 2016, the Company amended its existing letter of credit facility to decrease the amount that can be requested in letters of credit from $100 million to $75 million effective June 2016. This amendment also extended the maturity date from June 2016 to June 2019. As of August 27, 2016, the Company had $74.9 million in letters of credit outstanding under the letter of credit facility. In addition to the outstanding letters of credit issued under the committed facilities discussed above, the Company had $27.9 million in letters of credit outstanding as of August 27, 2016. These letters of credit have various maturity dates and were issued on an uncommitted basis. On April 21, 2016, the Company issued $400 million in 3.125% Senior Notes due April 2026 and $250 million in 1.625% Senior Notes due April 2019 under its shelf registration statement filed with the SEC on April 15, 2015 (the “2015 Shelf Registration”). The 2015 Shelf Registration allows the Company to sell an indeterminate amount in debt securities to fund general corporate purposes, including repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures, new location openings, stock repurchases and acquisitions. Proceeds from the debt issuances were used for general corporate purposes. On April 29, 2015, the Company issued $400 million in 3.250% Senior Notes due April 2025 and $250 million in 2.500% Senior Notes due April 2021 under its 2015 Shelf Registration. Proceeds from the debt issuances were used to repay a portion of the Company’s outstanding commercial paper borrowings, which were used to repay the $500 million in 5.750% Senior Notes due in January 2015, and for general corporate purposes. On January 14, 2014, the Company issued $400 million in 1.300% Senior Notes due January 2017 under its shelf registration statement filed with the SEC on April 17, 2012. Proceeds from the debt issuance on January 14, 2014, were used to repay a portion of the Company’s $500 million in 6.500% Senior Notes due January 2014. The Company used commercial paper borrowings to repay the remainder of the 6.500% Senior Notes. The 5.750% Senior Notes issued in July 2009 and 7.125% Senior Notes issued during August 2008 (collectively, the “Notes”) are subject to an interest rate adjustment if the debt ratings assigned to the Notes are downgraded. Further, all senior notes contain a provision that repayment of the notes may be accelerated if we experience a change in control (as defined in the agreements). Our borrowings under our senior notes contain minimal covenants, primarily restrictions on liens. Under our revolving credit facilities, covenants include limitations on total indebtedness, restrictions on liens, a minimum fixed charge coverage ratio and a change of control provision that may require acceleration of the repayment obligations under certain circumstances. All of the repayment obligations under our borrowing arrangements may be accelerated and come due prior to the scheduled payment date if covenants are breached or an event of default occurs. As of August 27, 2016, the Company was in compliance with all covenants related to its borrowing arrangements. All of the Company’s debt is unsecured. Scheduled maturities of debt are as follows: (in thousands) Scheduled 2017 $ 1,597,500 2018 250,000 2019 250,000 2020 — 2021 750,000 Thereafter 2,100,000 Subtotal 4,947,500 Discount and debt issuance costs 23,381 Total Debt $ 4,924,119 The fair value of the Company’s debt was estimated at $5.117 billion as of August 27, 2016, and $4.696 billion as of August 29, 2015, based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same terms (Level 2). Such fair value is greater than the carrying value of debt by $192.7 million at August 27, 2016 and $70.7 million at August 29, 2015, which reflect their face amount, adjusted for any unamortized debt issuance costs and discounts. |