XML 33 R13.htm IDEA: XBRL DOCUMENT v3.25.1
DEBT AND DERIVATIVE INSTRUMENTS
 12 Months Ended
Feb. 02, 2025
Debt Disclosure [Abstract]  
DEBT AND DERIVATIVE INSTRUMENTS DEBT AND DERIVATIVE INSTRUMENTS
Short-Term Debt
At the beginning of fiscal 2024, we had a commercial paper program that allowed for an aggregate of $5.0 billion in borrowings. In connection with this program, we had back-up credit facilities with a consortium of banks for an aggregate of $5.0 billion in borrowings, which consisted of a five-year $3.5 billion credit facility scheduled to expire in July 2027 and a 364-day $1.5 billion credit facility scheduled to expire in July 2024. At January 28, 2024, there were no outstanding borrowings under our commercial paper program or back-up credit facilities.
In May 2024, we increased our commercial paper program from $5.0 billion to $19.5 billion in connection with the anticipated financing of the acquisition of SRS (see Note 13 for details regarding the SRS acquisition). In May 2024, in connection with the increase in the commercial paper program, we entered into three additional back-up credit facilities that consisted of a 364-day $3.5 billion credit facility scheduled to expire in May 2025, a three-year $1.0 billion credit facility scheduled to expire in May 2027, and a 364-day $10.0 billion credit facility scheduled to expire in May 2025. The $10.0 billion credit facility also provided that the commitments and any borrowings under that facility would be reduced by the amount of net cash proceeds we received from any future debt issuance.
In June 2024, leading up to the acquisition of SRS on June 18, 2024, we raised commercial paper borrowings of over $15.0 billion to fund the transaction. On June 25, 2024, we received the proceeds from the issuance of $10.0 billion of long-term debt, as further discussed below, and immediately used the proceeds to repay approximately $10.0 billion of these commercial paper borrowings. On June 27, 2024, we terminated the $10.0 billion back-up credit facility, and subsequently reduced our commercial paper program from $19.5 billion to $9.5 billion.
In July 2024, we completed the renewal of our 364-day $1.5 billion credit facility, extending the maturity from July 2024 to July 2025.
In December 2024, we reduced our total credit facilities and concurrently reduced our commercial paper program, each by $2.5 billion. This reduction included terminating the three-year $1.0 billion back-up credit facility that was scheduled to expire in May 2027 and reducing the aggregate commitments under the 364-day back-up credit facility that is scheduled to expire in May 2025 from $3.5 billion to $2.0 billion. As of February 2, 2025, our commercial paper program allowed for an aggregate of $7.0 billion in borrowings and is supported by $7.0 billion of back-up credit facilities.
All of our short-term borrowings in fiscal 2024 and fiscal 2023 were under our commercial paper program. At February 2, 2025, we had $316 million of outstanding borrowings under our commercial paper program with a weighted-average interest rate of 4.4% and no outstanding borrowings under back-up credit facilities. The following table presents information on borrowings under our commercial paper program during fiscal 2024 and fiscal 2023:
FiscalFiscal
in millions20242023
Maximum amount outstanding during the period$15,317 $1,453 
Average daily short-term borrowings1,343 72 
Long-Term Debt
The following table presents details of the components of our long-term debt:
Carrying Amount (1)
in millionsInterest
Payable		Principal
Amount		February 2,
2025		January 28,
2024
3.75% Senior notes due February 2024
Semi-annually$— $— $1,100 
2.70% Senior notes due April 2025
Semi-annually500 500 499 
5.125% Senior notes due April 2025
Semi-annually500 500 498 
3.35% Senior notes due September 2025
Semi-annually1,000 999 999 
4.00% Senior notes due September 2025
Semi-annually750 749 749 
Floating rate Senior notes due December 2025Quarterly600 599 — 
5.10% Senior notes due December 2025
Semi-annually900 898 — 
3.00% Senior notes due April 2026
Semi-annually1,300 1,297 1,296 
5.15% Senior notes due June 2026
Semi-annually1,500 1,496 — 
2.125% Senior notes due September 2026
Semi-annually1,000 997 995 
4.95% Senior notes due September 2026
Semi-annually750 747 746 
2.875% Senior notes due April 2027
Semi-annually750 747 745 
2.50% Senior notes due April 2027
Semi-annually750 747 746 
4.875% Senior notes due June 2027
Semi-annually1,000 995 — 
2.80% Senior notes due September 2027
Semi-annually1,000 984 979 
0.90% Senior notes due March 2028
Semi-annually500 497 497 
1.50% Senior notes due September 2028
Semi-annually1,000 995 994 
3.90% Senior notes due December 2028
Semi-annually1,000 972 970 
4.90% Senior notes due April 2029
Semi-annually750 744 743 
2.95% Senior notes due June 2029
Semi-annually1,750 1,672 1,665 
4.75% Senior notes due June 2029
Semi-annually1,250 1,239 — 
2.70% Senior notes due April 2030
Semi-annually1,500 1,359 1,346 
1.375% Senior notes due March 2031
Semi-annually1,250 1,173 1,167 
4.85% Senior notes due June 2031
Semi-annually1,000 989 — 
1.875% Senior notes due September 2031
Semi-annually1,000 939 936 
3.25% Senior notes due April 2032
Semi-annually1,250 1,240 1,239 
4.50% Senior notes due September 2032
Semi-annually1,250 1,244 1,243 
4.95% Senior notes due June 2034
Semi-annually1,750 1,725 — 
5.875% Senior notes due December 2036
Semi-annually3,000 2,879 2,872 
3.30% Senior notes due April 2040
Semi-annually1,250 1,071 1,057 
5.40% Senior notes due September 2040
Semi-annually500 496 496 
5.95% Senior notes due April 2041
Semi-annually1,000 991 991 
4.20% Senior notes due April 2043
Semi-annually1,000 937 927 
4.875% Senior notes due February 2044
Semi-annually1,000 982 982 
4.40% Senior notes due March 2045
Semi-annually1,000 981 980 
4.25% Senior notes due April 2046
Semi-annually1,600 1,587 1,586 
3.90% Senior notes due June 2047
Semi-annually1,150 1,145 1,145 
4.50% Senior notes due December 2048
Semi-annually1,500 1,466 1,465 
3.125% Senior notes due December 2049
Semi-annually1,250 1,176 1,173 
3.35% Senior notes due April 2050
Semi-annually1,500 1,473 1,472 
2.375% Senior notes due March 2051
Semi-annually1,250 1,152 1,150 
2.75% Senior notes due September 2051
Semi-annually1,000 984 983 
3.625% Senior notes due April 2052
Semi-annually1,500 1,459 1,458 
4.95% Senior notes due September 2052
Semi-annually1,000 980 980 
5.30% Senior notes due June 2054
Semi-annually1,500 1,466 — 
3.50% Senior notes due September 2056
Semi-annually1,000 974 974 
5.40% Senior notes due June 2064
Semi-annually500 489 — 
Total senior notes$51,050 $49,731 $40,843 
Finance lease obligations; payable in varying installments through January 31, 20553,021 3,268 
Other long-term debt
315 — 
Total long-term debt53,067 44,111 
Less: current installments of long-term debt
4,582 1,368 
Long-term debt, excluding current installments$48,485 $42,743 
—————
(1)    Includes unamortized discounts, premiums, debt issuance costs, and the effects of fair value hedges.
June 2024 Issuance. In June 2024, we issued nine tranches of senior notes.
•The first tranche consisted of $600 million of floating rate senior notes due December 24, 2025 (the “floating rate notes”). The floating rate notes bear interest at a variable rate determined quarterly equal to the compounded Secured Overnight Financing Rate (“SOFR”) plus 33 basis points. Interest on the floating rate notes is due quarterly on March 24, June 24, September 24, and December 24 of each year, beginning on September 24, 2024.
•The second tranche consisted of $900 million of 5.10% senior notes due December 24, 2025 (the “2025 notes”) at a discount of $0.8 million. Interest on the 2025 notes is due semi-annually on June 24 and December 24 of each year, beginning on December 24, 2024.
•The third tranche consisted of $1.5 billion of 5.15% senior notes due June 25, 2026 (the “2026 notes”) at a discount of $1.7 million. Interest on the 2026 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The fourth tranche consisted of $1.0 billion of 4.875% senior notes due June 25, 2027 (the “2027 notes”) at a discount of $3.3 million. Interest on the 2027 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The fifth tranche consisted of $1.25 billion of 4.75% senior notes due June 25, 2029 (the “2029 notes”) at a discount of $8.1 million. Interest on the 2029 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The sixth tranche consisted of $1.0 billion of 4.85% senior notes due June 25, 2031 (the “2031 notes”) at a discount of $7.1 million. Interest on the 2031 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The seventh tranche consisted of $1.75 billion of 4.95% senior notes due June 25, 2034 (the “2034 notes”) at a discount of $16.7 million. Interest on the 2034 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The eighth tranche consisted of $1.5 billion of 5.30% senior notes due June 25, 2054 (the “2054 notes”) at a discount of $23.5 million. Interest on the 2054 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•The ninth tranche consisted of $500 million of 5.40% senior notes due June 25, 2064 (the “2064 notes”) at a discount of $8.5 million. Interest on the 2064 notes is due semi-annually on June 25 and December 25 of each year, beginning on December 25, 2024.
•Issuance costs for the June 2024 issuance totaled $41 million.
Redemption. Our floating rate notes are not redeemable prior to maturity. All of our fixed rate notes may be redeemed by us at any time, in whole or in part, at the redemption price plus accrued and unpaid interest up to the redemption date. With respect to the 5.125% 2025 notes, 5.10% 2025 notes, 5.15% 2026 notes and 5.875% 2036 notes, the redemption price is equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes that would be due after the related redemption date. With respect to all other fixed rate notes, prior to the relevant Par Call Date, as defined in the respective notes, the redemption price is equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest to the Par Call Date. On or after the relevant Par Call Date, the redemption price is equal to 100% of the principal amount of such notes. Additionally, if a Change in Control Triggering Event occurs, as defined in the notes, holders of all such notes have the right to require us to offer payment, in cash, for those notes equal to 101% of the aggregate principal amount of such notes plus accrued and unpaid interest up to the date of purchase.
The indentures governing our senior notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing our notes contain various customary covenants; however, none of the covenants are expected to impact our liquidity or capital resources.
Repayments. In February 2024, we repaid our $1.1 billion 3.75% senior notes at maturity.
Maturities of Long-Term Debt. The following table presents our long-term debt maturities, excluding finance leases, as of February 2, 2025:
in millionsPrincipal
Fiscal 2025$4,315 
Fiscal 20264,608 
Fiscal 20273,559 
Fiscal 20282,554 
Fiscal 20293,799 
Thereafter32,530 
Total$51,365 
Derivative Instruments and Hedging Activities
We use derivative instruments as part of our normal business operations in the management of our exposure to fluctuations in foreign currency exchange rates and interest rates on certain debt. Our objective in managing these exposures is to decrease the volatility of cash flows affected by changes in the underlying rates and minimize the risk of changes in the fair value of our senior notes.
Fair Value Hedges. We had outstanding interest rate swap agreements with combined notional amounts of $5.4 billion at both February 2, 2025 and January 28, 2024. These agreements are accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair values of certain senior notes. At February 2, 2025 and January 28, 2024, the fair values of these agreements totaled $795 million and $858 million, respectively, all of which are recognized in other long-term liabilities on our consolidated balance sheets.
All of our interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under GAAP. Accordingly, the changes in the fair values of these agreements offset the changes in the fair value of the hedged long-term debt.
Cash Flow Hedges. At February 2, 2025 and January 28, 2024, we had outstanding foreign currency forward contracts accounted for as cash flow hedges, which hedge the variability of forecasted cash flows associated with certain payments made in our foreign operations. At February 2, 2025 and January 28, 2024, the notional amounts and the fair values of these contracts were not material. Additionally, the realized and unrealized gains and losses on these instruments were not material during fiscal 2024, fiscal 2023, and fiscal 2022.
From time to time, we also use treasury locks or forward-starting interest rate swap agreements to hedge the variability in future interest payments attributable to changing interest rates on forecasted debt issuances. There were no such instruments outstanding as of February 2, 2025 or January 28, 2024. All previously settled arrangements were designated as cash flow hedges and thus, the corresponding losses were initially recognized in accumulated other comprehensive loss and are being amortized to interest expense over the life of the respective notes. Unamortized losses remaining in accumulated other comprehensive loss were immaterial as of February 2, 2025 and January 28, 2024, as were the losses recognized within interest expense for fiscal 2024, fiscal 2023, and fiscal 2022.
We expect an immaterial amount of losses related to cash flow hedges recorded in accumulated other comprehensive loss as of February 2, 2025 to be reclassified into earnings within the next 12 months.
Collateral. We generally enter into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit our credit risk, we enter into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain derivative instruments exceeds or falls below contractually established thresholds. The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $668 million and $714 million as of February 2, 2025 and January 28, 2024, respectively, which was recorded in other current assets on our consolidated balance sheets. We did not hold any cash collateral as of February 2, 2025 or January 28, 2024.