Financing

8 Months Ended

May 04, 2019

Note G – Financing

The Company’s long-term debt consisted of the following:

(in thousands)	May 4, 2019			August 25, 2018

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
3.125% Senior Notes due April 2024, effective interest rate 3.32%			300,000			—
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			400,000
3.750% Senior Notes due June 2027, effective interest rate of 3.83%			600,000			600,000
3.750% Senior Notes due April 2029, effective interest rate of 3.86%			450,000			—
Commercial paper, weighted average interest rate of 2.64% and 2.29% at May 4, 2019 and August 25, 2018, respectively			976,800			1,325,300
Total debt before discounts and debt issuance costs			5,176,800			5,025,300
Less: Discounts and debt issuance costs			24,883			19,370
Long-term debt		$	5,151,917		$	5,005,930

As of May 4, 2019, the commercial paper borrowings are classified as long-term in the accompanying Consolidated Balance Sheets as the Company has the ability and intent to refinance them on a long-term basis through available capacity in its revolving credit facility. As of May 4, 2019, the Company had $1.997 billion of availability under its $2.0 billion revolving credit facility, which would allow it to replace these short-term obligations with long-term financing facilities.

On April 18, 2019, the Company issued $

300 million in 3.125% Senior Notes due April 2024 and $

450 million in 3.750% Senior Notes due April 2029 under its

automatic

shelf registration statement

on Form S-3,

filed with the SEC on April 4, 2019 (

File No. 333-230719)

(the “2019 Shelf Registration”). The 2019 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 store openings, stock repurchases and acquisitions. Proceeds from the debt issuance were used to repay a portion of the outstanding commercial paper borrowings, the $250 million in 1.625% Senior Notes due in April 2019 and for other general corporate purposes.

The Company entered into a Master Extension, New Commitment and Amendment Agreement dated as of November 18, 2017 (the “Extension Amendment”) to the Third Amended and Restated Credit Agreement dated as of November 18, 2016, as amended, modified, extended or restated from time to time (the “Revolving Credit Agreement”). Under the Extension Amendment: (i) the Company’s borrowing capacity under the Revolving Credit Agreement was increased from $1.6 billion to $2.0 billion; (ii) the Company’s option to increase its borrowing capacity under the Revolving Credit Agreement was “refreshed” and the amount of such option remained at $400 million; the maximum borrowing under the Revolving Credit Agreement may, at the Company’s option, subject to lenders approval, be increased from $2.0 billion to $2.4 billion; (iii) the termination date of the Revolving Credit Agreement was extended from November 18, 2021 until

November 18, 2022

; and (iv) the Company has the option to make one additional written request of the lenders to extend the termination date then in effect for an additional year.

Under the Revolving Credit Agreement, 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 percentage, as defined in the Revolving Credit Agreement, depending upon the Company’s senior, unsecured, (non-credit enhanced) long-term debt ratings. Interest accrues on base rate loans as defined in the Revolving Credit Agreement.

As of May 4, 2019, the Company had $

3.3

million of outstanding letters of credit under the Revolving Credit Agreement.

The fair value of the Company’s debt was estimated at $5.190 billion as of May 4, 2019, and $4.948 billion as of August 25, 2018, 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 $37.9 million at May 4, 2019, and less than the carrying value of debt by $57.5 million at August 25, 2018, which reflects their face amount, adjusted for any unamortized debt issuance costs and discounts.

All senior notes are subject to an interest rate adjustment if the debt ratings assigned to the senior notes are downgraded (as defined in the agreements). Further, the senior notes contain a provision that repayment of the senior notes may be accelerated if the Company experiences a change in control (as defined in the agreements). The Company’s borrowings under its senior notes contain minimal covenants, primarily restrictions on liens. Under its revolving credit facility, covenants include restrictions on liens, a maximum debt to earnings ratio, 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 its borrowing arrangements may be accelerated and come due prior to the applicable scheduled payment date if covenants are breached or an event of default occurs. As of May 4, 2019, the Company was in compliance with all covenants and expects to remain in compliance with all covenants under its borrowing arrangements.