Annual report pursuant to Section 13 and 15(d)

Financing

v2.4.1.9
Financing
12 Months Ended
Jan. 31, 2015
Debt Disclosure [Abstract]  
Financing
Financing
The Company’s debt is as follows:
 
 
January 31,
2015
 
February 1,
2014
 
(millions)
Short-term debt:
 
 
 
7.5% Senior debentures due 2015
$
69

 
$

5.75% Senior notes due 2014

 
453

Capital lease and current portion of other long-term obligations
7

 
10

 
$
76

 
$
463

Long-term debt:
 
 
 
2.875% Senior notes due 2023
$
750

 
$
750

5.9% Senior notes due 2016
577

 
577

3.875% Senior notes due 2022
550

 
550

4.5% Senior notes due 2034
550

 

3.625% Senior notes due 2024
500

 

6.375% Senior notes due 2037
500

 
500

7.875% Senior notes due 2015

 
407

4.375% Senior notes due 2023
400

 
400

6.9% Senior debentures due 2029
400

 
400

6.7% Senior debentures due 2034
400

 
400

7.45% Senior debentures due 2017
300

 
300

6.65% Senior debentures due 2024
300

 
300

7.0% Senior debentures due 2028
300

 
300

6.9% Senior debentures due 2032
250

 
250

5.125% Senior debentures due 2042
250

 
250

4.3% Senior notes due 2043
250

 
250

6.7% Senior debentures due 2028
200

 
200

6.79% Senior debentures due 2027
165

 
165

7.875% Senior debentures due 2036
108

 
108

8.125% Senior debentures due 2035
76

 
76

8.75% Senior debentures due 2029
61

 
61

7.45% Senior debentures due 2016
59

 
59

8.5% Senior debentures due 2019
36

 
36

10.25% Senior debentures due 2021
33

 
33

7.6% Senior debentures due 2025
24

 
24

9.5% amortizing debentures due 2021
21

 
25

7.875% Senior debentures due 2030
18

 
18

9.75% amortizing debentures due 2021
12

 
14

7.5% Senior debentures due 2015

 
69

Unamortized debt discount
(18
)
 
(14
)
Premium on acquired debt, using an effective
   interest yield of 5.415% to 6.165%
164

 
176

Capital lease and other long-term obligations
29

 
30

 
$
7,265

 
$
6,714

 

Interest expense and premium on early retirement of debt is as follows:
 
 
2014
 
2013
 
2012
 
(millions)
Interest on debt
$
411

 
$
407

 
$
449

Amortization of debt premium
(12
)
 
(15
)
 
(19
)
Amortization of financing costs and debt discount
7

 
7

 
7

Interest on capitalized leases
2

 
2

 
3

 
408

 
401

 
440

Less interest capitalized on construction
13

 
11

 
15

Interest expense
$
395

 
$
390

 
$
425

Premium on early retirement of debt
$
17

 
$

 
$
137


On November 14, 2014, the Company provided a notice of redemption related to all of the $407 million of 7.875% senior notes due 2015, as allowed under the terms of the indenture. The price for the redemption was calculated pursuant to the indenture and resulted in the recognition of additional interest expense of $17 million during 2014. This additional interest expense is presented as premium on early retirement of debt on the Consolidated Statements of Income.

On November 28, 2012, the Company repurchased $700 million aggregate principal amount of its outstanding senior unsecured notes, which had a net book value of $706 million. The repurchased senior unsecured notes had stated interest rates ranging from 5.9% to 7.875% and maturities in 2015 and 2016. The Company recorded the redemption premium and other costs related to these repurchases as additional interest expense of $133 million in 2012. On March 29, 2012, the Company redeemed the $173 million of 8.0% senior debentures due July 15, 2012, as allowed under the terms of the indenture. The price for the redemption was calculated pursuant to the indenture and resulted in the recognition of additional interest expense of $4 million in 2012. The additional interest expense resulting from these transactions is presented as premium on early retirement of debt on the Consolidated Statements of Income.
Future maturities of long-term debt, other than capitalized leases, are shown below:
 
 
(millions)
Fiscal year
 
2016
$
642

2017
306

2018
6

2019
41

2020
39

After 2020
6,056



During 2014, 2013 and 2012, the Company repaid $453 million, $109 million and $914 million, respectively, of indebtedness at maturity.
On November 18, 2014, the Company issued $550 million aggregate principal amount of 4.5% senior notes due 2034. This debt was used to pay for the redemption of the $407 million of 7.875% senior notes due 2015 described above.
On May 23, 2014, the Company issued $500 million aggregate principal amount of 3.625% senior unsecured notes due 2024, the proceeds of which were used for general corporate purposes.
On September 6, 2013, the Company issued $400 million aggregate principal amount of 4.375% senior notes due 2023, the proceeds of which were used for general corporate purposes.
On November 20, 2012, the Company issued $750 million aggregate principal amount of 2.875% senior unsecured notes due 2023 and $250 million aggregate principal amount of 4.3% senior unsecured notes due 2043. This debt was used to pay for the notes repurchased on November 28, 2012 described above, and to retire $298 million of 5.875% senior unsecured notes that matured in January 2013.
The following table shows the detail of debt repayments:
 
2014
 
2013
 
2012
 
(millions)
5.75% Senior notes due 2014
$
453

 
$

 
$

7.625% Senior debentures due 2013

 
109

 

7.875% Senior notes due 2015
407

 

 
205

5.35% Senior notes due 2012

 

 
616

5.90% Senior notes due 2016

 

 
400

5.875% Senior notes due 2013

 

 
298

8.0% Senior debentures due 2012

 

 
173

7.45% Senior debentures due 2016

 

 
64

7.5% Senior debentures due 2015

 

 
31

9.5% amortizing debentures due 2021
4

 
4

 
4

9.75% amortizing debentures due 2021
2

 
2

 
2

Capital leases and other obligations
4

 
9

 
10

 
$
870

 
$
124

 
$
1,803



The following summarizes certain components of the Company’s debt:
Bank Credit Agreement
The Company entered into a new credit agreement with certain financial institutions on May 10, 2013 providing for revolving credit borrowings and letters of credit in an aggregate amount not to exceed $1,500 million (which may be increased to $1,750 million at the option of the Company, subject to the willingness of existing or new lenders to provide commitments for such additional financing) outstanding at any particular time. The agreement is set to expire May 10, 2018 and replaced the prior agreement which was set to expire June 20, 2015.
As of January 31, 2015, and February 1, 2014, there were no revolving credit loans outstanding under these credit agreements, and there were no borrowings under these agreements throughout all of 2014 and 2013. However, there were less than $1 million of standby letters of credit outstanding at January 31, 2015 and February 1, 2014. Revolving loans under the credit agreement bear interest based on various published rates.
The Company's credit agreement, which is an obligation of a 100%-owned subsidiary of Macy’s, Inc. (“Parent”), is not secured. However, Parent has fully and unconditionally guaranteed this obligation, subject to specified limitations.The Company’s interest coverage ratio for 2014 was 9.68 and its leverage ratio at January 31, 2015 was 1.83, in each case as calculated in accordance with the credit agreement. The credit agreement requires the Company to maintain a specified interest coverage ratio for the latest four quarters of no less than 3.25 and a specified leverage ratio as of and for the latest four quarters of no more than 3.75. The interest coverage ratio is defined as EBITDA (earnings before interest, taxes, depreciation and amortization) divided by net interest expense and the leverage ratio is defined as debt divided by EBITDA. For purposes of these calculations EBITDA is calculated as net income plus interest expense, taxes, depreciation, amortization, non-cash impairment of goodwill, intangibles and real estate, non-recurring cash charges not to exceed in the aggregate $400 million and extraordinary losses less interest income and non-recurring or extraordinary gains. Debt is adjusted to exclude the premium on acquired debt and net interest is adjusted to exclude the amortization of premium on acquired debt and premium on early retirement of debt.
A breach of a restrictive covenant in the Company’s credit agreement or the inability of the Company to maintain the financial ratios described above could result in an event of default under the credit agreement. In addition, an event of default would occur under the credit agreement if any indebtedness of the Company in excess of an aggregate principal amount of $150 million becomes due prior to its stated maturity or the holders of such indebtedness become able to cause it to become due prior to its stated maturity. Upon the occurrence of an event of default, the lenders could, subject to the terms and conditions of the credit agreement, elect to declare the outstanding principal, together with accrued interest, to be immediately due and payable. Moreover, most of the Company’s senior notes and debentures contain cross-default provisions based on the non-payment at maturity, or other default after an applicable grace period, of any other debt, the unpaid principal amount of which is not less than $100 million that could be triggered by an event of default under the credit agreement. In such an event, the Company’s senior notes and debentures that contain cross-default provisions would also be subject to acceleration.
Commercial Paper
The Company is a party to a $1,500 million unsecured commercial paper program. The Company may issue and sell commercial paper in an aggregate amount outstanding at any particular time not to exceed its then-current combined borrowing availability under the bank credit agreement described above. The issuance of commercial paper will have the effect, while such commercial paper is outstanding, of reducing the Company’s borrowing capacity under the bank credit agreement by an amount equal to the principal amount of such commercial paper. The Company had no commercial paper outstanding under its commercial paper program throughout all of 2014 and 2013.
This program, which is an obligation of a 100%-owned subsidiary of Macy’s, Inc., is not secured. However, Parent has fully and unconditionally guaranteed the obligations.
Senior Notes and Debentures
The senior notes and the senior debentures are unsecured obligations of a 100%-owned subsidiary of Macy’s, Inc. and Parent has fully and unconditionally guaranteed these obligations (see Note 16, “Condensed Consolidating Financial Information”).
Other Financing Arrangements
At January 31, 2015 and February 1, 2014, the Company had dedicated $37 million of cash, included in prepaid expenses and other current assets, which is used to collateralize the Company’s issuances of standby letters of credit. There were $29 million and $34 million of other standby letters of credit outstanding at January 31, 2015 and February 1, 2014, respectively.