Debt

Debt at December 31, 2017 and 2016 was as follows:



(In millions)	2017			2016
Allegheny Technologies $500 million 5.875% Senior Notes due 2023 (a)	$	500.0		$	500.0
Allegheny Technologies $500 million 5.95% Senior Notes due 2021	500.0			500.0
Allegheny Technologies $350 million 9.375% Senior Notes due 2019	—			350.0
Allegheny Technologies $287.5 million 4.75% Convertible Senior Notes due 2022	287.5			287.5
Allegheny Ludlum 6.95% Debentures due 2025	150.0			150.0
Term Loan due 2022	100.0			100.0
U.S. revolving credit facility	—			—
Foreign credit agreements	6.3			4.4
Other	10.0			2.2
Debt issuance costs	(13.1		)	(17.1		)
Total short-term and long-term debt	1,540.7			1,877.0
Short-term debt and current portion of long-term debt	10.1			105.1
Total long-term debt	$	1,530.6		$	1,771.9


(a)	Bearing interest at 7.875% effective February 15, 2016.

Interest expense was $134.9 million in 2017, $125.4 million in 2016, and $111.4 million in 2015. Interest expense was reduced by $2.6 million, $4.7 million, and $2.2 million, in 2017, 2016, and 2015, respectively, from interest capitalization on capital projects. Interest and commitment fees paid were $133.8 million in 2017, $127.2 million in 2016, and $113.4 million in 2015. Net interest expense includes interest income of $1.1 million in 2017, $1.4 million in 2016, and $1.2 million in 2015.

Scheduled principal payments during the next five years are $10.1 million in 2018, $4.5 million in 2019, $1.1 million in 2020, $500.5 million in 2021, and $387.7 million in 2022.

2019 Notes

In December 2017, the Company redeemed all $350 million aggregate principal amount of the 9.375% Senior Notes due 2019 (2019 Notes), resulting in a $37.0 million pre-tax debt extinguishment charge, which included a $35.8 million cash payment as a make-whole provision on the early extinguishment of debt, and a $1.2 million charge for previously-unrecognized debt issue costs.

2023 Notes

The 5.875% stated interest rate payable on the Company’s Senior Notes due 2023 (2023 Notes) is subject to adjustment in the event of changes in the credit ratings on the 2023 Notes by either Moody’s or Standard & Poor’s (S&P). Each notch of credit rating downgrade from the credit ratings in effect when the 2023 Notes were issued in July 2013 increases interest expense by 0.25% on the 2023 Notes, up to a maximum 4 notches by each of the two rating agencies, or a total 2.0% potential interest rate change up to 7.875%.

In February 2016, the 2023 Notes reset one notch to the maximum 7.875% annual interest rate as a result of a credit rating downgrade by S&P, which resulted in an additional $1.3 million of interest expense measured on an annual basis, compared to 2015. Any further credit rating downgrades have no effect on the interest rate of the 2023 Notes, and increases in the Company’s credit ratings from these ratings agencies would reduce interest expense incrementally on the 2023 Notes to the original 5.875% interest rate in a similar manner.

Credit Agreements

The Company has a $500 million Asset Based Lending (ABL) Credit Facility, which is collateralized by the accounts receivable and inventory of the Company’s domestic operations. The ABL includes a $400 million revolving credit facility, which includes a letter of credit sub-facility of up to $200 million, and a $100.0 million term loan (Term Loan).

In June 2017, the ABL facility was amended to extend the maturity date of the Term Loan from November 2017 to February 2022 and to reduce the interest rate on the Term Loan to 3.0% plus a LIBOR spread from 3.5% plus a LIBOR spread. The Term Loan can be prepaid in minimum increments of $50 million if certain minimum liquidity conditions are satisfied. The underwriting costs associated with amending the Term Loan were $0.8 million, and are being amortized, along with the unamortized portion of the $1.0 million of previously recognized deferred fees from the issuance of the Term Loan, to interest expense over the extended term of the loan ending February 2022.

Also in June 2017, the ABL facility was amended to, among other things, extend the duration of the revolving portion of the facility from September 2020 to February 2022. As amended, the applicable interest rate for revolving credit borrowings under the ABL facility includes interest rate spreads based on available borrowing capacity that range between 1.75% and 2.25% for LIBOR-based borrowings (2.0% and 2.5% prior to amendment) and between 1.0% and 1.5% for base rate borrowings. The ABL facility contains a financial covenant whereby the Company must maintain a fixed charge coverage ratio of not less than 1.00:1.00 after an event of default has occurred and is continuing or if the undrawn availability under the revolving credit portion of the facility is less than the greater of (i) 10%, as amended, of the then applicable maximum borrowing amount under the revolving credit portion of the ABL and any outstanding Term Loan balance, or (ii) $40 million. The Company does not meet this required fixed charge coverage ratio at December 31, 2017. As a result, the Company is not able to access $50 million of the revolving credit portion of the ABL facility until it meets the required ratio. Additionally, the Company must demonstrate liquidity, as calculated in accordance with the terms of the ABL facility, of at least $700 million on the date that is 91 days prior to January 15, 2021, the maturity date of the 5.95% Senior Notes due 2021, and that such liquidity is available at all times thereafter until the 5.95% Senior Notes due 2021 are paid in full or refinanced. Costs associated with entering into the ABL amendment were $1.0 million, and are being amortized, along with the unamortized portion of $2.4 million of previously recognized deferred costs, to interest expense over the extended term of the facility ending February 2022.

There were no outstanding revolving credit borrowings under the ABL facility as of December 31, 2017, and $42.3 million was utilized to support the issuance of letters of credit. Average revolving credit borrowings under the ABL facility for the fiscal year ended December 31, 2017 were $37 million, bearing an average annual interest rate of 3.255%. Average borrowings under the ABL for the fiscal year ended December 31, 2016 were $82 million, bearing an average annual interest rate of 1.8%.

Convertible Notes

In the second quarter of 2016, the Company issued and sold $287.5 million aggregate principal amount of 4.75% Convertible Senior Notes due 2022 (2022 Convertible Notes). Interest on the 2022 Convertible Notes is payable in cash semi-annually in arrears on each January 1 and July 1, commencing January 1, 2017. The underwriting fees and other third-party expense for the issuance of the 2022 Convertible Notes were $9.4 million and are being amortized to interest expense over the 6-year term of the 2022 Convertible Notes.

The Company does not have the right to redeem the 2022 Convertible Notes prior to their stated maturity date. Holders of the 2022 Convertible Notes have the option to convert their notes into shares of the Company’s common stock, at any time prior to the close of business on the business day immediately preceding the stated maturity date (July 1, 2022). The initial conversion rate for the 2022 Convertible Notes is 69.2042 shares of ATI common stock per $1,000 (in whole dollars) principal amount of Notes (19.9 million shares), equivalent to conversion price of $14.45 per share, subject to adjustment in certain events. Other than receiving cash in lieu of fractional shares, holders do not have the option to receive cash instead of shares of common stock upon conversion. Accrued and unpaid interest that exists upon conversion of a note will be deemed paid by the delivery of shares of ATI common stock and no cash payment or additional shares will be given to the holders.

If the Company undergoes a fundamental change, holders of the 2022 Convertible Notes may require the Company to repurchase the notes in whole or in part for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.

Ladish Notes

In conjunction with the acquisition of Ladish Co., Inc. (“Ladish”, now ATI Ladish LLC) in May 2011, the Company assumed the Series B and Series C Notes previously issued by Ladish. During 2015, the Company prepaid $5.7 million in aggregate principal amount of its 6.14% ATI Ladish Series B senior notes due May 16, 2016, representing all of the remaining outstanding Series B Notes. Also during 2015, the Company repaid the $10.0 million aggregate principal amount of its outstanding 6.41% ATI Ladish Series C senior notes, due September 2, 2015.

Foreign and Other Credit Facilities

STAL, the Company’s Chinese joint venture company in which ATI has a 60% interest, has a separate $20 million revolving credit facility entered into in April 2015. Borrowings under the STAL revolving credit facility are in U.S. dollars based on U.S. interbank offered rates. The credit facility is supported solely by STAL’s financial capability without any guarantees from the joint venture partners. The credit facility requires STAL to maintain a minimum level of shareholders’ equity, and certain financial ratios.

The Company has no off-balance sheet financing relationships as defined in Item 303(a)(4) of SEC Regulation S-K, with variable interest entities, structured finance entities, or any other unconsolidated entities. At December 31, 2017, the Company had not guaranteed any third-party indebtedness.