Long-term Debt and Borrowing Facilities

9 Months Ended

Oct. 30, 2021

Long-term Debt, by Current and Noncurrent [Abstract]

The following table provides the Company’s outstanding debt balance, net of unamortized debt issuance costs and discounts, as of October 30, 2021, January 30, 2021 and October 31, 2020:


	October 30, 2021		January 30, 2021		October 31, 2020
	(in millions)
Senior Secured Debt with Subsidiary Guarantee
$750 million, 6.875% Fixed Interest Rate Secured Notes due July 2025 ("2025 Secured Notes")	$	—	$	740	$	740


Senior Debt with Subsidiary Guarantee

$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)	$	—	$	284	$	284
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)	—		319		319
$320 million, 9.375% Fixed Interest Rate Notes due July 2025 ("2025 Notes")	316		493		493
$297 million, 6.694% Fixed Interest Rate Notes due January 2027 (“2027 Notes”)	280		278		277
$500 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)	497		497		496
$500 million, 7.500% Fixed Interest Rate Notes due June 2029 ("2029 Notes")	489		488		488
$1 billion, 6.625% Fixed Interest Rate Notes due October 2030 ("2030 Notes")	989		988		988
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)	992		991		991
$700 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)	694		694		694
Total Senior Debt with Subsidiary Guarantee	$	4,257	$	5,032	$	5,030
Senior Debt
$350 million, 6.950% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)	$	349	$	348	$	348
$247 million, 7.600% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)	246		246		246
Total Senior Debt	$	595	$	594	$	594
Total Long-term Debt	$	4,852	$	6,366	$	6,364

Repurchases of Notes

In September 2021, the Company completed the tender offers to purchase $270 million of its outstanding 2023 Notes and $180 million of its outstanding 2025 Notes for an aggregate purchase price of $532 million. Additionally, in October 2021, the Company redeemed the remaining $50 million of its outstanding 2023 Notes for $54 million. The Company recognized a pre-tax loss related to this extinguishment of debt of $89 million (after-tax loss of $68 million), which includes the write-offs of unamortized issuance costs. This loss is included in Other Loss in the 2021 Consolidated Statements of Income.

In April 2021, the Company redeemed the remaining $285 million of its outstanding 2022 Notes and the $750 million of its outstanding 2025 Secured Notes. The Company recognized a pre-tax loss related to this extinguishment of debt of $105 million (after-tax loss of $80 million), which includes the write-offs of unamortized issuance costs. This loss is included in Other Loss in the year-to-date 2021 Consolidated Statement of Income.

In October 2020, the Company completed tender offers to purchase $576 million of its outstanding 2022 Notes, $180 million of its outstanding 2023 Notes and $53 million of its outstanding 2037 Notes for $844 million. The Company used the proceeds from the 2030 Notes to fund the purchase price of the tender offers. Additionally, utilizing cash on hand, the Company redeemed the remaining $450 million of its outstanding 6.625% Fixed Interest Rate Notes due April 2021 (the "2021 Notes") for $463 million. The Company recognized a pre-tax loss related to this extinguishment of debt of $53 million (after-tax loss of $40 million), which includes the write-offs of unamortized issuance costs. This loss is included in Other Loss in the 2020 Consolidated Statements of Income (Loss).

Asset-backed Revolving Credit Facility

The Company and certain of the Company's 100% owned subsidiaries guarantee and pledge collateral to secure a revolving credit facility ("Credit Agreement"). In April 2020, the Company entered into an amendment and restatement of the Credit

Agreement to convert the Company’s credit facility into an asset-backed revolving credit facility (“ABL Facility”), which allows borrowings and letters of credit in U.S. dollars or Canadian dollars. During the first quarter of 2020, in an abundance of caution and as a proactive measure in response to the COVID-19 pandemic, the Company elected to borrow $950 million from its revolving facility. This borrowing was repaid during the first quarter of 2020 upon completion of the April amendment.

In August 2021, the Company entered into an amendment and restatement (“Amendment”) of the Credit Agreement. The Amendment reduced the aggregate commitments under the ABL Facility to $750 million, reduced the interest rates on outstanding borrowings by 50 basis points, removed the requirement to prepay outstanding amounts under the ABL Facility should the Company's consolidated cash balance exceed $350 million, extended the expiration date from August 2024 to August 2026 and released Victoria's Secret & Co. subsidiaries as guarantors, among other things.

Availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on the Company's eligible U.S. and Canadian credit card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. If at any time, the outstanding amount under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitment, the Company is required to prepay the outstanding amounts under the ABL Facility to the extent of such excess. As of October 30, 2021, the Company's borrowing base was $1.033 billion.

The ABL Facility supports the Company’s letter of credit program. The Company had $16 million of outstanding letters of credit as of October 30, 2021 that reduced its availability under the ABL Facility.

As of October 30, 2021, the ABL Facility fees related to committed and unutilized amounts were 0.30% per annum, and the fees related to outstanding letters of credit were 1.25% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings was the London Interbank Offered Rate plus 1.25% per annum. The interest rate on outstanding Canadian dollar-denominated borrowings was the Canadian Dollar Offered Rate plus 1.25% per annum.

The ABL Facility requires the Company to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 during an event of default or any period commencing on any day when specified excess availability is less than the greater of (1) $70 million or (2) 10% of the maximum borrowing amount. As of October 30, 2021, the Company was not required to maintain this ratio.

As of October 30, 2021, there were no borrowings outstanding under the ABL Facility.