VF Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

LONG-TERM DEBT

LONG-TERM DEBT

12 Months Ended

Mar. 30, 2019



(In thousands)	March 2019		March 2018		December 2017
3.50% notes, due 2021	$	498,450	$	497,852	$	497,705
0.625% notes, due 2023	949,049		1,041,577		1,015,500
6.00% notes, due 2033	292,982		292,648		292,568
6.45% notes, due 2037	346,534		346,346		346,300
Capital leases	34,132		40,397		41,881
Total long-term debt	2,121,147		2,218,820		2,193,954
Less current portion	5,263		6,265		6,165
Long-term debt, due beyond one year	$	2,115,884	$	2,212,555	$	2,187,789

Interest payments are due annually on the 2023 notes and semiannually on all other notes.

All notes, along with any amounts outstanding under the Global Credit Facility (Note 11), rank equally as senior unsecured obligations of VF. All notes contain customary covenants and events of default, including limitations on liens and sale-leaseback transactions and a cross-acceleration event of default. The cross-acceleration provision of the 2033 notes is triggered if more than $50.0 million of other debt is in default and has been accelerated by the lenders. For the other notes, the cross-acceleration trigger is $100.0 million. If VF fails in the performance of any covenant under the indentures that govern the respective notes, the trustee or lenders may declare the principal due and payable immediately. As of March 2019, VF was in compliance with all covenants. None of the long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control, the 2021, 2023 and 2037 notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase those notes at 101% of the aggregate principal amount plus any accrued interest.

VF may redeem its notes, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount, plus accrued interest to the redemption date, or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at an adjusted treasury rate, as defined, plus 20 basis points for the 2021 notes, 15 basis points for the 2023 and 2033 notes, and 25 basis points for the 2037 notes, plus accrued interest to the redemption date. In addition, the 2021 and 2023 notes can be redeemed at 100% of the principal amount plus accrued interest to the redemption date within the three months prior to maturity.

The 2021 notes have a principal balance of $500.0 million and are recorded net of unamortized original issue discount and debt issuance costs. Interest expense on these notes is recorded at an effective annual interest rate of 4.69%, including amortization of a deferred loss on an interest rate hedging contract (Note 23), original issue discount and debt issuance costs.

The 2023 notes have a principal balance of €850.0 million and are recorded net of unamortized original issue discount and debt issuance costs. Interest expense on these notes is recorded at an effective annual interest rate of 0.712% which includes amortization of original issue discount and debt issuance costs. The Company has designated these notes as a net investment hedge of VF's investment in certain foreign operations. Refer to Note 23 for additional information.

The 2033 notes have a principal balance of $300.0 million and are recorded net of unamortized original issue discount and debt issuance costs. Interest expense on these notes is recorded at an effective annual interest rate of 6.19%, including amortization of a deferred gain on an interest rate hedging contract (Note 23), original issue discount and debt issuance costs.

The 2037 notes have a principal balance of $350.0 million and are recorded net of unamortized debt issuance costs.

Capital leases relate primarily to buildings and improvements (Note 7), expire at dates through 2036 and have an effective interest rate of 3.37%. Assets under capital leases are included in property, plant and equipment at a cost of $66.2 million, less accumulated amortization of $40.6 million, $35.2 million and $33.8 million at March 2019, March 2018 and December 2017, respectively.

The scheduled payments of long-term debt and future minimum lease payments for capital leases at the end of Fiscal 2019 for the next five fiscal years and thereafter are summarized as follows:



(In thousands)	Notes and Other		Capital Leases		Total
2020	$	—	$	6,293	$	6,293
2021	—		6,040		6,040
2022	500,000		2,287		502,287
2023	—		1,614		1,614
2024	953,785		1,691		955,476
Thereafter	650,000		23,495		673,495
	2,103,785		41,420		2,145,205
Less unamortized debt discount	6,531		—		6,531
Less unamortized debt issuance costs	10,239		—		10,239
Less amounts representing interest	—		7,288		7,288
Total long-term debt	2,087,015		34,132		2,121,147
Less current portion	—		5,263		5,263
Long-term debt, due beyond one year	$	2,087,015	$	28,869	$	2,115,884