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LONG-TERM DEBT AND REVOLVING CREDIT FACILITY | 6 Months Ended
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Nov. 25, 2018
Debt Disclosure [Abstract] |
LONG-TERM DEBT AND REVOLVING CREDIT FACILITY | LONG-TERM DEBT AND REVOLVING CREDIT FACILITY At November 25, 2018, we had a revolving credit facility (the "Revolving Credit Facility") with a syndicate of financial institutions providing a maximum aggregate principal amount outstanding at any one time of $1.6 billion (subject to increase to a maximum aggregate principal amount of $2.1 billion). The Revolving Credit Facility matures on July 11, 2023 and is unsecured. The term of the Revolving Credit Facility may be extended for additional one-year or two-year periods from the then-applicable maturity date on an annual basis. As of November 25, 2018, there were no outstanding borrowings under the revolving credit facility. During the second quarter of fiscal 2019, to finance a portion of our acquisition of Pinnacle, we (i) issued new senior unsecured notes in an aggregate principal amount of $7.025 billion and (ii) borrowed $1.30 billion under our new term loan facility (the "Term Loan Facility") with a syndicate of financial institutions. In connection with the acquisition, we prepaid in full $2.40 billion of obligations and liabilities of Pinnacle under or in respect of Pinnacle's credit agreement and other debt agreements. We also redeemed $350.0 million in aggregate principal amount of Pinnacle's outstanding 5.875% senior notes due January 15, 2024 and recognized a charge of $3.9 million as a cost of early retirement of debt. We issued new senior unsecured notes in an aggregate principal amount of $7.025 billion in seven tranches: floating rate senior notes due October 22, 2020 in an aggregate principal amount of $525.0 million with interest equal to three-month LIBOR plus 0.75%, 3.8% senior notes due October 22, 2021 in an aggregate principal amount of $1.20 billion; 4.3% senior notes due May 1, 2024 in an aggregate principal amount of $1.0 billion; 4.6% senior notes due November 1, 2025 in an aggregate principal amount of $1.0 billion; 4.85% senior notes due November 1, 2028 in an aggregate principal amount of $1.30 billion; 5.3% senior notes due November 1, 2038 in an aggregate principal amount of $1.0 billion; and 5.4% senior notes due November 1, 2048 in an aggregate principal amount of $1.0 billion. During the second quarter of fiscal 2019, we borrowed $1.30 billion under the Term Loan Facility, providing for a $650.0 million tranche of three-year term loans and a $650.0 million tranche of five-year term loans to the Company. The three-year tranche loans mature on October 26, 2021 and the five-year tranche loans mature on October 26, 2023. The term loans will bear interest at, at the Company's election, either (a) LIBOR plus a percentage spread (ranging from 1% to 1.625% for three-year tranche loans and 1.125% to 1.75% for five-year tranche loans) based on the Company's senior unsecured long-term indebtedness ratings or (b) the alternate base rate, described in the Term Loan Facility as the greatest of (i) Bank of America's prime rate, (ii) the federal funds rate plus 0.50%, and (iii) one-month LIBOR plus 1.00%, plus a percentage spread (ranging from 0% to 0.625% for three-year tranche loans and 0.125% to 0.75% for five-year tranche loans) based on the Company's senior unsecured long-term indebtedness ratings. The Company may voluntarily prepay term loans under the Term Loan Facility, in whole or in part, without penalty, subject to certain conditions. Also, in connection with the financing for the Pinnacle acquisition, we capitalized $50.2 million of debt issuance costs. During the third quarter of fiscal 2018, we entered into a term loan agreement (the "Prior Term Loan Agreement") with a financial institution. The Prior Term Loan Agreement provided for term loans to the Company in an aggregate principal amount not in excess of $300.0 million, maturing on February 26, 2019. During the fourth quarter of fiscal 2018, we borrowed the full amount of the $300.0 million provided for under the Prior Term Loan Agreement. During the second quarter of fiscal 2019, we repaid in full the principal balance of all term loans outstanding under the Prior Term Loan Agreement. This did not result in a significant gain or loss. During the fourth quarter of fiscal 2018, we repaid the remaining principal balance of $70.0 million of our 2.1% senior notes on the maturity date of March 15, 2018. During the third quarter of fiscal 2018, we repaid the remaining principal balance of $119.6 million of our 1.9% senior notes on the maturity date of January 25, 2018. During the third quarter of fiscal 2018, we repaid the remaining capital lease liability balance of $28.5 million in connection with the early exit of an unfavorable lease contract. During the second quarter of fiscal 2018, we issued $500.0 million aggregate principal amount of floating rate notes due October 9, 2020. The notes bear interest at a rate equal to three-month LIBOR plus 0.50% per annum. The Revolving Credit Facility and the Term Loan Facility generally require our ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA") to interest expense not to be less than 3.0 to 1.0 and our ratio of funded debt to EBITDA not to exceed certain decreasing specified levels, ranging from 5.875 through the first quarter of fiscal 2020 to 3.75 from the second quarter of fiscal 2023 and thereafter, with each ratio to be calculated on a rolling four-quarter basis. As of November 25, 2018, we were in compliance with all financial covenants. Net interest expense from continuing operations consists of:
| Thirteen weeks ended |  | Twenty-six weeks ended
| November 25, 2018 |  | November 26, 2017 |  | November 25, 2018 |  | November 26, 2017
Long-term debt | $ | 76.2 |  |  | $ | 39.4 |  |  | $ | 119.1 |  |  | $ | 77.5 |
Short-term debt | 7.5 |  |  | 0.7 |  |  | 15.0 |  |  | 1.1 |
Interest income | (2.5 | ) |  | (1.1 | ) |  | (3.1 | ) |  | (2.0 | )
Interest capitalized | (0.6 | ) |  | (1.0 | ) |  | (1.4 | ) |  | (2.2 | )
| $ | 80.6 |  |  | $ | 38.0 |  |  | $ | 129.6 |  |  | $ | 74.4 |
In connection with the aforementioned financing of the Pinnacle acquisition, we secured $9.0 billion in fully committed bridge financing. Prior to the acquisition, we capitalized financing costs related to the bridge financing of $45.7 million to be amortized over the commitment period. Our net interest expense included $6.3 million and $11.9 million for the second quarter and first half of fiscal 2019, respectively, as a result of this amortization. The bridge facility was terminated in connection with the acquisition, and we recognized $33.8 million of expense within SG&A expenses for the remaining unamortized financing costs. Our net interest expense was reduced by $0.2 million during the second quarter and first half of fiscal 2019 due to the impact of interest rate swap contracts designated as cash flow hedges entered into in the first quarter of fiscal 2019 to hedge a portion of the interest rate risk related to our issuance of long-term debt to help finance the acquisition of Pinnacle. During the second quarter of fiscal 2019, we terminated the interest rate swap contacts and received proceeds of $47.5 million. This gain was deferred in accumulated other comprehensive income and is being amortized as a reduction of interest expense over the lives of the related debt instruments.

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- Definition The entire disclosure for long-term debt. + 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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