DEBT

Short-Term Borrowings

The Company has the ability to draw revolving borrowings under its senior secured credit facilities, as discussed in the section entitled “2016 Senior Secured Credit Facilities” below. As of October 29, 2017, the Company had $190.0 million outstanding under these facilities. The weighted average interest rate on the funds borrowed as of October 29, 2017 was approximately 3.05%. The maximum amount of revolving borrowings outstanding under these facilities during the thirty-nine weeks ended October 29, 2017 was $205.0 million.

Additionally, the Company has the availability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities denominated in various foreign currencies. These facilities provided for borrowings of up to $94.3 million based on exchange rates in effect on October 29, 2017 and are utilized primarily to fund working capital needs. As of October 29, 2017, the Company had $17.5 million outstanding under these facilities. The weighted average interest rate on the funds borrowed as of October 29, 2017 was approximately 0.18%. The maximum amount of borrowings outstanding under these facilities during the thirty-nine weeks ended October 29, 2017 was $27.3 million.

Long-Term Debt

The carrying amounts of the Company’s long-term debt were as follows:



(In millions)	10/29/17		1/29/17		10/30/16

Senior secured Term Loan A facility due 2021	$	1,991.6	$	2,039.9	$	2,138.0
4 1/2% senior unsecured notes due 2022	691.6		690.4		690.0
7 3/4% debentures due 2023	99.5		99.5		99.5
3 5/8% senior unsecured euro notes due 2024	400.0		367.5		375.6
Total	3,182.7		3,197.3		3,303.1
Less: Current portion of long-term debt	—		—		—
Long-term debt	$	3,182.7	$	3,197.3	$	3,303.1

Please see Note 12, “Fair Value Measurements,” for the fair value of the Company’s long-term debt as of October 29, 2017, January 29, 2017 and October 30, 2016.

As of October 29, 2017, the Company’s mandatory long-term debt repayments for the next five years were as follows:



(In millions)
Fiscal Year	Amount
Remainder of 2017	$	—
2018	18.7
2019	220.1
2020	234.7
2021	1,525.8
2022	700.0

Total debt repayments for the next five years exceed the carrying amount of the Company’s Term Loan A facility and 4 1/2% senior unsecured notes due 2022 as of October 29, 2017 because the carrying amounts reflect the unamortized portions of debt issuance costs and the original issue discounts.

As of October 29, 2017, after taking into account the effect of the Company’s interest rate swap agreement, which was in effect as of such date, approximately 60% of the Company’s long-term debt was at a fixed interest rate, with the remainder at variable interest rates.

2016 Senior Secured Credit Facilities

The Company has senior secured credit facilities due May 19, 2021 (the “2016 facilities”) that consist of a $2,347.4 million United States dollar-denominated Term Loan A facility and senior secured revolving credit facilities consisting of (a) a $475.0 million United States dollar-denominated revolving credit facility, (b) a $25.0 million United States dollar-denominated revolving credit facility available in United States dollars or Canadian dollars and (c) a €185.9 million euro-denominated revolving credit facility available in euro, British pound sterling, Japanese yen or Swiss francs. Borrowings under the 2016 facilities bear interest at variable rates calculated in a manner as set forth in the terms of the 2016 facilities.

The Company had prior senior secured credit facilities outstanding through May 19, 2016 (the “2014 facilities”), which were amended by the 2016 facilities in the second quarter of 2016. Among other things, this amendment provided for (i) the Company to borrow an additional $582.0 million principal amount of loans under the Term Loan A facility, (ii) the repayment of all outstanding loans under the previously outstanding Term Loan B facility with the proceeds of the additional loans under the Term Loan A facility, and (iii) the termination of the Term Loan B facility. The Company paid debt issuance costs of $10.9 million (of which $4.6 million was expensed as debt modification costs and $6.3 million is being amortized over the term of the related debt agreement) and recorded debt extinguishment costs of $11.2 million to write-off previously capitalized debt issuance costs.

The Company had loans outstanding of $1,991.6 million, net of original issue discounts and debt issuance costs, under the Term Loan A facility and $190.0 million of borrowings outstanding under the senior secured revolving credit facilities as of October 29, 2017. The senior secured revolving credit facilities also include amounts available for letters of credit. As of October 29, 2017, the Company had $22.6 million of outstanding letters of credit.

The Company made payments of $50.0 million and $251.3 million during the thirty-nine weeks ended October 29, 2017 and October 30, 2016, respectively, on its term loans under the 2016 facilities and 2014 facilities. As a result of the voluntary repayments made by the Company, as of October 29, 2017, the Company is not required to make a long-term debt repayment until December 2018.

During the second quarter of 2017, the Company entered into an interest rate swap agreement for a two-year term commencing on February 20, 2018. The agreement was designed with the intended effect of converting an initial notional amount of $306.5 million of the Company’s variable rate debt obligation to fixed rate debt. Under the terms of the agreement for the then-outstanding notional amount, the Company’s exposure to fluctuations in the one-month London Interbank Borrowing rate (“LIBOR”) will be eliminated and the Company will pay a fixed rate of 1.566%, plus the current applicable margin.

During the second quarter of 2014, the Company entered into an interest rate swap agreement for a two-year term commencing on February 17, 2016. The agreement was designed with the intended effect of converting an initial notional amount of $682.6 million of the Company’s variable rate debt obligation to fixed rate debt. Such agreement remains outstanding with a notional amount of $678.9 million as of October 29, 2017. Under the terms of the agreement for the then-outstanding notional amount, the Company’s exposure to fluctuations in the one-month LIBOR is eliminated and the Company will pay a weighted average fixed rate of 1.924%, plus the current applicable margin.

The notional amount of any outstanding interest rate swap will be adjusted according to a pre-set schedule during the term of the applicable swap agreement such that, based on the Company’s projections for future debt repayments, the Company’s outstanding debt under the Term Loan A facility is expected to always equal or exceed the combined notional amount of the then-outstanding interest rate swaps.

4 1/2% Senior Notes Due 2022

The Company has outstanding $700.0 million principal amount of 4 1/2% senior notes due December 15, 2022. The Company may redeem some or all of these notes at any time prior to December 15, 2017 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after December 15, 2017 at specified redemption prices plus any accrued and unpaid interest.

7 3/4% Debentures Due 2023

The Company has outstanding $100.0 million of debentures due November 15, 2023 that accrue interest at the rate of 7 3/4%.

3 5/8% Euro Senior Notes Due 2024

On June 20, 2016, the Company issued €350.0 million euro-denominated principal amount of 3 5/8% senior notes due July 15, 2024. Interest on the notes is payable in euros. The Company paid €6.4 million (approximately $7.3 million based on exchange rates in effect on the payment date) of fees during the second quarter of 2016 in connection with the issuance of these notes, which are amortized over the term of the notes. The Company may redeem some or all of these notes at any time prior to April 15, 2024 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after April 15, 2024 at their principal amount plus any accrued and unpaid interest.

Substantially all of the Company’s assets have been pledged as collateral to secure the Company’s obligations under its 2016 facilities, the 7 3/4% debentures due 2023 and contingent purchase price payments to Mr. Calvin Klein as discussed in Note 7, “Goodwill.”

The Company’s financing arrangements contain financial and non-financial covenants and customary events of default. As of October 29, 2017, the Company was in compliance with all applicable covenants.

Please refer to Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended January 29, 2017 for further discussion of the Company’s debt.