DEBT

The Company has commercial paper programs that allow for borrowings up to $2.0 billion. All of the Company’s short-term borrowings in fiscal 2011 and 2010 were under these commercial paper programs. In connection with the commercial paper programs, the Company has a back-up credit facility with a consortium of banks for borrowings up to $2.0 billion. The credit facility expires in July 2013 and contains various restrictive covenants. At January 29, 2012, the Company was in compliance with all of the covenants, and they are not expected to impact the Company’s liquidity or capital resources.

Short-term debt under the commercial paper programs was as follows (amounts in millions):



	Fiscal Year Ended
	January 29, 2012			January 30, 2011
Balance outstanding at fiscal year-end	$	—		$	—
Maximum amount outstanding at any month-end	$	828		$	—
Average daily short-term borrowings	$	44		$	5
Weighted average interest rate	0.5		%	0.4		%

The Company’s Long-Term Debt at the end of fiscal 2011 and 2010 consisted of the following (amounts in millions):



	January 29, 2012		January 30, 2011
5.20% Senior Notes; due March 1, 2011; interest payable semi-annually on March 1 and September 1	$	—	$	1,000
5.25% Senior Notes; due December 16, 2013; interest payable semi-annually on June 16 and December 16	1,309		1,297
5.40% Senior Notes; due March 1, 2016; interest payable semi-annually on March 1 and September 1	3,069		3,033
3.95% Senior Notes; due September 15, 2020; interest payable semi-annually on March 15 and September 15	499		499
4.40% Senior Notes; due April 1, 2021; interest payable semi-annually on April 1 and October 1	998		—
5.875% Senior Notes; due December 16, 2036; interest payable semi-annually on June 16 and December 16	2,961		2,960
5.40% Senior Notes; due September 15, 2040; interest payable semi-annually on March 15 and September 15	499		499
5.95% Senior Notes; due April 1, 2041; interest payable semi-annually on April 1 and October 1	996		—
Capital Lease Obligations; payable in varying installments through January 31, 2055	449		452
Other	8		9
Total debt	10,788		9,749
Less current installments	30		1,042
Long-Term Debt, excluding current installments	$	10,758	$	8,707

In March 2011, the Company entered into an interest rate swap that expires on March 1, 2016, with a notional amount of $500 million, accounted for as a fair value hedge, that swaps fixed rate interest on the Company's 5.40% Senior Notes due March 1, 2016 for variable interest equal to LIBOR plus 300 basis points. At January 29, 2012, the approximate fair value of this agreement was an asset of $39 million, which is the estimated amount the Company would have received to settle the agreement and is included in Other Assets in the accompanying Consolidated Balance Sheets.

Also at January 29, 2012, the Company had outstanding interest rate swaps, accounted for as fair value hedges, that expire on December 16, 2013 with a notional amount of $1.25 billion that swap fixed rate interest on the Company’s $1.25 billion 5.25% Senior Notes due December 16, 2013 for variable interest equal to LIBOR plus 259 basis points. At January 29, 2012,

the approximate fair value of these agreements was an asset of $52 million, which is the estimated amount the Company would have received to settle the agreements and is included in Other Assets in the accompanying Consolidated Balance Sheets.

In March 2011, the Company issued $1.0 billion of 4.40% Senior Notes due April 1, 2021 at a discount of $2 million and $1.0 billion of 5.95% Senior Notes due April 1, 2041 at a discount of $4 million (together, the "March 2011 issuance"). Interest on these Senior Notes is due semi-annually on April 1 and October 1 of each year, beginning October 1, 2011. The net proceeds of the March 2011 issuance were used to repurchase $1.0 billion of the Company’s common stock through an Accelerated Share Repurchase ("ASR") agreement, and the balance of the net proceeds was used to repay the Company’s 5.20% Senior Notes that matured March 1, 2011 in the aggregate principal amount of $1.0 billion. The $6 million discount associated with the March 2011 issuance is being amortized over the lives of the Senior Notes using the effective interest rate method. Issuance costs were approximately $15 million and are being amortized over the lives of the Senior Notes issued in March 2011.

In May 2010, the Company entered into a forward starting interest rate swap agreement with a notional amount of $500 million, accounted for as a cash flow hedge, to hedge interest rate fluctuations in anticipation of the March 2011 issuance. Upon the March 2011 issuance, the Company settled this forward starting interest rate swap agreement for an immaterial amount.

In September 2010, the Company issued $500 million of 3.95% Senior Notes due September 15, 2020 at a discount of $1 million and $500 million of 5.40% Senior Notes due September 15, 2040 at a discount of $1 million (together, the "September 2010 issuance"). Interest on these Senior Notes is due semi-annually on March 15 and September 15 of each year. The net proceeds of the September 2010 issuance were used to refinance the Company’s 4.625% Senior Notes that matured August 15, 2010 in the aggregate principal amount of $1.0 billion. The $2 million discount associated with the September 2010 issuance is being amortized over the lives of the Senior Notes using the effective interest rate method. Issuance costs were $8 million and are being amortized over the lives of the Senior Notes issued in September 2010.

In fiscal 2009 and 2010, the Company entered into forward starting interest rate swap agreements with a combined notional amount of $1.0 billion to hedge interest rate fluctuations in anticipation of the September 2010 issuance, accounted for as cash flow hedges. Upon the September 2010 issuance, the Company paid $193 million to settle these forward starting interest rate swap agreements. This amount, net of income taxes, is included in Accumulated Other Comprehensive Income and is being amortized to Interest Expense over the lives of the Senior Notes issued in September 2010.

The Senior Notes may be redeemed by the Company at any time, in whole or in part, at the redemption price plus accrued interest up to the redemption date. The redemption price is equal to the greater of (1) 100% of the principal amount of the Senior Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest to maturity. Additionally, if a Change in Control Triggering Event occurs, as defined by the terms of the March 2011 issuance, the September 2010 issuance, and the 5.25% Senior Notes and the 5.875% Senior Notes issuance (together the "December 2006 issuance"), holders of the March 2011 issuance, September 2010 issuance and December 2006 issuance have the right to require the Company to redeem those notes at 101% of the aggregate principal amount of the notes plus accrued interest up to the redemption date. The Company is generally not limited under the indenture governing the Senior Notes in its ability to incur additional indebtedness or required to maintain financial ratios or specified levels of net worth or liquidity. Further, while the indenture governing the Senior Notes contains various restrictive covenants, none is expected to impact the Company’s liquidity or capital resources.

At January 29, 2012, the Company had outstanding cross currency swap agreements with a notional amount of $390 million, accounted for as cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt. At January 29, 2012, the approximate fair value of these agreements was a liability of $27 million, which is the estimated amount the Company would have paid to settle the agreements and is included in Other Long-Term Liabilities in the accompanying Consolidated Balance Sheets.

Interest Expense in the accompanying Consolidated Statements of Earnings is net of interest capitalized of $3 million, $3 million and $4 million in fiscal 2011, 2010 and 2009, respectively. Maturities of Long-Term Debt are $30 million for fiscal 2012, $1.3 billion for fiscal 2013, $30 million for fiscal 2014, $27 million for fiscal 2015, $3.1 billion for fiscal 2016 and $6.3 billion thereafter.