Debt

12 Months Ended

Sep. 02, 2023

Debt and Lease Obligation [Abstract]

Debt

DEBT

Debt at September 2, 2023 and September 3, 2022 consisted of the following:

	September 2, 2023			September 3, 2022
Amended Revolving Credit Facility	$	50,000		$	245,000
Uncommitted Credit Facilities	180,000			200,000
Long-Term Note Payable	4,750			4,750
Private Placement Debt:
2.65% Senior Notes, Series A, due July 28, 2023	—			75,000
2.90% Senior Notes, Series B, due July 28, 2026	100,000			100,000
3.79% Senior Notes, due June 11, 2025	20,000			20,000
2.60% Senior Notes, due March 5, 2027	50,000			50,000
3.04% Senior Notes, due January 12, 2023 (1)	—			50,000
2.40% Series 2019A Notes, due March 5, 2024 (1)	50,000			50,000
Financing arrangements	127			88
Less: Unamortized debt issuance costs	(1,026)			(1,426)
Total debt, excluding obligations under finance leases	453,851			793,412
Less: Current portion	(229,686)		(2)	(324,684)		(3)
Total long-term debt, excluding obligations under finance leases	$	224,165		$	468,728

(1)Represents private placement debt issued under the Shelf Facility Agreements.

(2)Consists of $180,000 from the Uncommitted Credit Facilities (as defined below), $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $37 from financing arrangements and net of unamortized debt issuance costs of $351 expected to be amortized in the next 12 months.

(3)Consists of $200,000 from the Uncommitted Credit Facilities, $50,000 from the 3.04% Senior Notes, due January 12, 2023, $75,000 from the 2.65% Senior Notes, Series A, due July 28, 2023, $88 from financing arrangements and net of unamortized debt issuance costs of $404 expected to be amortized in the next 12 months.

Amended Revolving Credit Facility

In April 2017, the Company entered into a $600,000 revolving credit facility, which was subsequently amended and extended in August 2021 (as amended, the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility, which matures on August 24, 2026, provides for a five-year unsecured revolving loan facility on a committed basis. The interest rate for borrowings under the Amended Revolving Credit Facility is based on either the Adjusted Term SOFR Rate (as defined in the Amended Revolving Credit Facility) or a base rate, plus a spread based on the Company’s consolidated leverage ratio at the end of each fiscal reporting quarter. Depending on the interest period the Company selects, interest may be payable every one, two or three months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Amended Revolving Credit Facility bear interest based on the Adjusted Term SOFR Rate with one-month interest periods.

The Amended Revolving Credit Facility permits up to $50,000 to be used to fund letters of credit. The Amended Revolving Credit Facility also permits the Company to request one or more incremental term loan facilities and/or to increase the revolving loan commitments in an aggregate amount not to exceed $300,000. Subject to certain limitations, each such incremental term loan facility or revolving loan commitment increase will be on terms as agreed to by the Company, the administrative agent and the lenders providing such financing. Outstanding letters of credit were $5,269 at both September 2, 2023 and September 3, 2022.

Uncommitted Credit Facilities

During fiscal year 2023, the Company extended all three of its uncommitted credit facilities. These facilities (collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the “Credit Facilities”) total $203,000 in aggregate maximum uncommitted availability, under which $180,000 and $200,000 were outstanding at September 2, 2023 and September 3, 2022, respectively, and are included in Current portion of debt including obligations under finance leases in the Consolidated Balance Sheets. The interest rate on the Uncommitted Credit Facilities is based on the Secured Overnight Financing Rate. Borrowings under the Uncommitted Credit Facilities are due at the end of the applicable interest period, which is typically one month but may be up to six months and may be rolled

over to a new interest period at the option of the applicable lender. The Company’s lenders have, in the past, been willing to roll over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but may not do so in the future. Each Uncommitted Credit Facility matures within one year of entering into such Uncommitted Credit Facility and contains certain limited covenants which are substantially the same as the limited covenants contained in the Amended Revolving Credit Facility. All of the Uncommitted Credit Facilities are unsecured and rank equally in right of payment with the Company’s other unsecured indebtedness.

Because the interest rates on the Uncommitted Credit Facilities have recently been lower than the interest rates which are available on the Company’s other sources of financing, the Company has used, and intends to use in the future, the Uncommitted Credit Facilities for opportunistic refinancing of the Company’s existing indebtedness. The Company does not presently view the Uncommitted Credit Facilities as sources of incremental debt financing of the Company due to the uncommitted nature of the Uncommitted Credit Facilities, but reserves the right to use the Uncommitted Credit Facilities to incur additional debt where it considers it appropriate under the then-existing credit market conditions.

During fiscal year 2023, the Company borrowed an aggregate $333,000 and repaid an aggregate $548,000 under the Credit Facilities. As of September 2, 2023 and September 3, 2022, the weighted-average interest rates on borrowings under the Credit Facilities were 6.17% and 3.42%, respectively.

Private Placement Debt

In July 2016, the Company completed the issuance and sale of $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026; in June 2018, the Company completed the issuance and sale of $20,000 aggregate principal amount of 3.79% Senior Notes, due June 11, 2025; and, in March 2020, the Company completed the issuance and sale of $50,000 aggregate principal amount of 2.60% Senior Notes, due March 5, 2027 (collectively, the “Private Placement Debt”). Interest is payable semiannually at the fixed stated interest rates. All of the Private Placement Debt is unsecured.

In July 2023, the Company paid $75,000 to satisfy its obligation on the 2.65% Senior Notes, Series A, due July 28, 2023, associated with the Private Placement Debt.

Shelf Facility Agreements

In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with MetLife Investment Advisors, LLC (the “MetLife Note Purchase Agreement”) and PGIM, Inc. (the “Prudential Note Purchase Agreement” and, together with the MetLife Note Purchase Agreement, the “Shelf Facility Agreements”). Each of the MetLife Note Purchase Agreement and the Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of unsecured senior notes, at a fixed rate. As of September 2, 2023, $50,000 aggregate principal amount of 2.40% Series 2019A Notes, due March 5, 2024 was outstanding under notes issued in private placements pursuant to the Shelf Facility Agreements.

In January 2023, the Company paid $50,000 to satisfy its obligation on the 3.04% Senior Notes, due January 12, 2023, associated with the Prudential Note Purchase Agreement.

Covenants

Each of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements imposes several restrictive covenants, including the requirement that the Company maintain (i) a maximum consolidated leverage ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, amortization and stock-based compensation) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition, a four-quarter temporary increase to 3.50 to 1.00) and (ii) a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the terms of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements. As of September 2, 2023, the Company was in compliance with the operating and financial covenants of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements.

Maturities of Long-Term Debt

Fiscal Year	Maturities of Long-Term Debt
2024	$	50,000
2025	20,000
2026	150,000
2027	50,000
2028	—
Thereafter	4,750
Total	$	274,750