Long-term Debt

The following table provides the Company’s debt balance, net of unamortized debt issuance costs and discounts, as of July 29, 2017, January 28, 2017 and July 30, 2016:



	July 29, 2017			January 28, 2017			July 30, 2016
	(in millions)
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)	$	990		$	989		$	989
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)	993			992			992
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)	993			992			991
$700 million, 6.75% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)	692			692			692
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)	497			497			497
$500 million, 8.50% Fixed Interest Rate Notes due June 2019 (“2019 Notes”)(a)	497			496			500
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)	397			397			396
Total Senior Unsecured Debt with Subsidiary Guarantee	$	5,059		$	5,055		$	5,057
Senior Unsecured Debt
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)	$	348		$	348		$	348
$300 million, 7.60% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)	297			297			297
Foreign Facilities	64			36			17
Total Senior Unsecured Debt	$	709		$	681		$	662
Total	$	5,768		$	5,736		$	5,719
Current Portion of Long-term Debt	(64		)	(36		)	(13		)
Total Long-term Debt, Net of Current Portion	$	5,704		$	5,700		$	5,706

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(a)	The balances include a fair value interest rate hedge adjustment which increased the debt balance by $2 million as of July 29, 2017, $2 million as of January 28, 2017 and $8 million as of July 30, 2016.

Issuance of Notes

In June 2016, the Company issued $700 million of 6.75% notes due in July 2036. The obligation to pay principal and interest on these notes is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's 100% owned subsidiaries (the “Guarantors”). The proceeds from the issuance were $692 million, which were net of issuance costs of $8 million. These issuance costs are being amortized through the maturity date of July 2036 and are included within Long-term Debt on the Consolidated Balance Sheets.

Repurchase of Notes

In July 2016, the Company used the proceeds from the 2036 Notes to repurchase the $700 million 2017 Notes for $742 million. In the second quarter of 2016, the Company recognized a pre-tax loss on extinguishment of this debt of $36 million (after-tax net loss of $22 million), which is net of gains of $7 million related to terminated interest rate swaps associated with the 2017 Notes. This loss is included in Other Income in the 2016 Consolidated Statements of Income.

Revolving Facility

In May 2017, the Company entered into an amendment and restatement (“Amendment”) of its secured revolving credit facility (“Revolving Facility”). The Amendment maintains the aggregate amount of the commitments of the lenders under the Revolving Facility at $1 billion and extends the termination date from July 18, 2019 to May 11, 2022. The Amendment allows certain of the Company's non-U.S. subsidiaries to borrow and obtain letters of credit in U.S. dollars, Canadian dollars, Euros, Hong Kong dollars or British pounds.

In addition, the Amendment reduced the commitment fees payable under the Revolving Facility, which are based on the Company's long-term credit rating, to 0.25% per annum. The Amendment did not modify the Company's quantitative covenant requirements, but did provide an increased limit on restricted payments in the event the Company does not meet the criteria to make these payments without limitation and provides greater flexibility with respect to the Company’s ability to grant liens on assets.

The Company incurred fees related to the Amendment of the Revolving Facility of $5 million, which were capitalized and recorded in Other Assets on the July 29, 2017 Consolidated Balance Sheet and are being amortized over the remaining term of the Revolving Facility.

The Revolving Facility fees related to committed and unutilized amounts are 0.25% per annum, and the fees related to outstanding letters of credit are 1.50% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings is London Interbank Offered Rate (“LIBOR”) plus 1.50% per annum. The interest rate on outstanding foreign denominated borrowings is the applicable benchmark rate plus 1.50% per annum.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. The Company is required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment, the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of July 29, 2017, the Company was in compliance with both of its financial covenants, and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of July 29, 2017, there were no borrowings outstanding under the Revolving Facility.

The Revolving Facility supports the Company’s letter of credit program. The Company had $8 million of outstanding letters of credit as of July 29, 2017 that reduced its remaining availability under the Revolving Facility.

Foreign Facilities

In addition to the Revolving Facility, the Company maintains various revolving and term loan bank facilities with availability totaling $100 million to support its foreign operations (“Foreign Facilities”). Current borrowings on these Foreign Facilities mature between July 30, 2017 and July 31, 2018. The interest rates on outstanding borrowings are based upon the applicable benchmark rate for the currency of each borrowing.

For year-to-date 2017, the Company borrowed $36 million and made payments of $8 million under the Foreign Facilities. The maximum daily amount outstanding at any point in time during 2017 was $64 million.

Interest Rate Swap Arrangements

For information related to the Company’s fair value interest rate swap arrangements, see Note 11, “Derivative Financial Instruments.”