Debt Disclosure | Convertible Debt 1.00 % Convertible Senior Notes Due 2018 On December 2, 2013, we issued $1.50 billion in Notes. The Notes are unsecured, unsubordinated obligations of the Company, which pay interest in cash semi-annually at a rate of 1.00% per annum. The Notes will mature on December 1, 2018 unless repurchased or converted prior to such date. The Notes were initially convertible at a rate of 49.5958 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $20.1630 per share of common stock). The conversion rate and conversion price are adjusted upon the occurrence of certain events, including our cash dividends or distributions exceeding $0.085 per share. Accordingly, as of May 1, 2016, the conversion rate has been adjusted to 49.7481 shares of common stock per $1,000 principal amount of Notes (equivalent to an adjusted conversion price of $20.1013 per share of common stock) for dividend increases made to that date. We separately accounted for the liability and equity components of the Notes at issuance and the value assigned to the debt component was the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. The difference between the net cash proceeds and this estimated fair value represented the value assigned to the equity component and was recorded as a debt discount. The debt discount is amortized using the effective interest method from the origination date through its stated contractual maturity date. The initial debt component of the Notes was valued at $1.35 billion based on the contractual cash flows discounted at an appropriate market rate for a non-convertible debt at the date of issuance, which was determined to be 3.15% . The initial carrying value of the permanent equity component reported in additional paid-in-capital was valued at $126 million and recorded as a debt discount. This amount, together with the $23 million purchaser's discount to the par value of the Notes, represented the total unamortized debt discount of $148 million we recorded at the time of issuance of the Notes. The aggregate debt discount is amortized as interest expense over the contractual term of the Notes using the effective interest method using an interest rate of 3.15% . The following table presents the carrying amounts of the liability and equity components: May 1, January 31, 2016 2016 (In millions) Amount of the equity component $ 39 $ 39 1.00% Convertible Senior Notes Due 2018 $ 1,500 $ 1,500 Unamortized debt discount (1) (79 ) (87 ) Net carrying amount $ 1,421 $ 1,413 (1) As of May 1, 2016 , the remaining period over which the unamortized debt discount will be amortized is 2.6 years. The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs: Three Months Ended May 1, April 26, 2016 2015 (In millions) Contractual coupon interest expense $ 4 $ 4 Amortization of debt discount and issuance costs 8 7 Total interest expense related to Notes $ 12 $ 11 Holders may convert all or any portion of their Notes at their option at any time prior to August 1, 2018 only under the following circumstances: (1) during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after August 1, 2018 to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes regardless of the foregoing conditions. The price of our common stock was greater than or equal to 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of our fiscal quarter ended January 31, 2016. Therefore, as of January 31, 2016, the conversion threshold had been met and the Notes became convertible at the holders’ option beginning on February 1, 2016 and ending on May 1, 2016. As such, the $1.41 billion carrying value of the Notes as of January 31, 2016 was classified as a current liability and the $87 million difference between the principal amount and the carrying value of the Notes was reclassified from shareholders' equity to convertible debt conversion obligation in the mezzanine equity section of our Condensed Consolidated Balance Sheet as of January 31, 2016. As of May 1, 2016, the Notes continued to be convertible at the holders’ option for the period beginning on May 2, 2016 and ending on July 31, 2016. As such, the $1.42 billion carrying value of the Notes as of May 1, 2016 continued to be classified as a current liability and the $79 million difference between the principal amount and the carrying value of the Notes continued to be classified as convertible debt conversion obligation in the mezzanine equity section of our Condensed Consolidated Balance Sheet, and will remain there for as long as the Notes are convertible. The determination of whether or not the Notes are convertible must continue to be performed on a quarterly basis. Consequently, the Notes may be reclassified as long-term debt and the convertible debt conversion obligation may be reclassified within shareholders' equity if the conversion threshold is not met in future quarters. Upon conversion of the Notes, we will pay cash up to the aggregate principal amount of the Notes. We may pay or deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Notes being converted. Based on the closing price of our common stock on April 29, 2016 (the last trading day of the first quarter of fiscal year 2017) of $35.53 , the if-converted value of our Notes exceeded their principal amount by approximately $1.15 billion . As of May 1, 2016, we had received conversion notices for a total of $0.2 million aggregate principal amount of the Notes, for which conversion is expected to be completed in the second quarter of fiscal year 2017. As of May 1, 2016, no conversions had taken place. Note Hedges and Warrants Concurrently with the issuance of the Notes, we entered into a convertible note hedge transaction, or the Note Hedges, with a strike price equal to the initial conversion price of the Notes, or $20.1630 per share. Adjusting for dividends paid through May 1, 2016, the strike price of the Note Hedges has been adjusted to $20.1013 per share. The Note Hedges allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would deliver and/or pay, respectively, to the holders of the Notes upon conversion. In addition, concurrent with the offering of the Notes and the purchase of the Note Hedges, we entered into a separate warrant transaction, or the Warrants, with an initial strike price to the holders of the Warrants of $27.1425 per share. Under the terms of the Warrants, the strike price is adjusted upon the occurrence of certain events, including our cash dividends or distributions that deviate from $0.085 per share. Accordingly, as of May 1, 2016, the strike price was adjusted to $27.0594 per share, reflecting adjustments for our dividend increases made to that date. The Warrants are net share settled and cover, subject to customary anti-dilution adjustments, 74 million shares of our common stock. |