Lowe's 2014 Annual Report Download - page 61

In April 2012, the Company issued $2.0 billion of unsecured notes in three tranches: $500 million of 1.625% notes maturing in
April 2017, $750 million of 3.12% notes maturing in April 2022 and $750 million of 4.65% notes maturing in April 2042. The
2017, 2022 and 2042 notes were issued at discounts of approximately $2 million, $4 million and $10 million,
respectively. Interest on these notes is payable semiannually in arrears in April and October of each year until maturity,
beginning in October 2012.
In September 2013, the Company issued $1.0 billion of unsecured notes in two tranches: $500 million of 3.875% notes
maturing in September 2023 and $500 million of 5.0% notes maturing in September 2043. The 2023 and 2043 notes were
issued at discounts of approximately $5 million and $9 million, respectively. Interest on these notes is payable semiannually in
arrears in March and September of each year until maturity, beginning in March 2014.
In September 2014, the Company issued $1.25 billion of unsecured notes in three tranches: $450 million of floating rate notes
maturing in September 2019; $450 million of 3.125% notes maturing in September 2024; and $350 million of 4.25% notes
maturing in September 2044. The 2019, 2024, and 2044 Notes were issued at discounts of approximately $2 million, $6
million, and $4 million, respectively. The 2019 Notes will bear interest at a floating rate, reset quarterly, equal to the three-
month LIBOR plus 0.420% (0.658% as of January 30, 2015). Interest on the 2019 Notes is payable quarterly in arrears in
March, June, September, and December of each year until maturity, beginning in December 2014. Interest on the 2024 and
2044 Notes is payable semiannually in arrears in March and September of each year until maturity, beginning in March 2015.
The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-
term debt and are being amortized over the respective terms of the notes.
The indentures governing the notes issued in 2014, 2013 and 2012 contain a provision that allows the Company to redeem the
notes at any time, in whole or in part, at specified redemption prices plus accrued interest to the date of redemption, with the
exception of the 2019 Notes issued in 2014. We do not have the right to redeem the 2019 Notes prior to maturity. The
indentures also contain a provision that allows the holders of the notes to require the Company to repurchase all or any part of
their notes if a change of control triggering event (as defined in the indentures) occurs. If elected under the change of control
provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid
interest, if any, on such notes to the date of purchase. The indentures governing the notes do not limit the aggregate principal
amount of debt securities that the Company may issue and do not require the Company to maintain specified financial ratios or
levels of net worth or liquidity.
NOTE 8: Shareholders' Equity
Authorized shares of preferred stock were 5.0 million ($5 par value) at January 30, 2015, and January 31, 2014, none of which
have been issued. The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series,
having such voting rights, dividend and liquidation preferences, and such conversion and other rights as may be designated by
the Board of Directors at the time of issuance.
Authorized shares of common stock were 5.6 billion ($.50 par value) at January 30, 2015, and January 31, 2014.
The Company has a share repurchase program that is executed through purchases made from time to time either in the open
market or through private off-market transactions. Shares purchased under the repurchase program are retired and returned to
authorized and unissued status. On February 1, 2013, the Company's Board of Directors authorized a $5.0 billion share
repurchase program with no expiration. On January 31, 2014, the Company’s Board of Directors authorized an additional $5.0
billion under the repurchase program with no expiration, following which, the Company had an available share repurchase
authorization of $6.3 billion. As of January 30, 2015, the Company had $2.4 billion remaining available under the program.
During the year ended January 30, 2015, the Company entered into Accelerated Share Repurchase (ASR) agreements with
third-party financial institutions to repurchase a total of 25.3 million shares of the Company's common stock for $1.25 billion.
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