Note 11 Debt and Credit Facilities

Our total debt outstanding consisted of the amounts set forth on the following table:

	December 31,		December 31,
(In millions)	2016		2015⁽³⁾
Short-term borrowings ⁽¹⁾	$	92.6	$	248.2
Current portion of long-term debt⁽²⁾		328.1		46.6
Total current debt		420.7		294.8
Term Loan A due July 2017⁽²⁾		—		249.7
Term Loan A due July 2019⁽²⁾		992.2		1,058.9
6.50% Senior Notes due December 2020		423.1		422.7
4.875% Senior Notes due December 2022		419.6		418.9
5.25% Senior Notes due April 2023		419.7		419.0
4.50% Senior Notes due September 2023		416.7		432.9
5.125% Senior Notes due December 2024		420.2		419.7
5.50% Senior Notes due September 2025		396.4		396.1
6.875% Senior Notes due July 2033		445.3		445.2
Other		5.1		3.7
Total long-term debt, less current portion⁽⁵⁾		3,938.3		4,266.8
Total debt⁽⁴⁾⁽⁶⁾	$	4,359.0	$	4,561.6

⁽¹⁾

Short-term borrowings of $92.6 million at December 31, 2016 are comprised of borrowings outstanding under various lines of credit. Short-term borrowings at December 31, 2015 are comprised primarily of $67.0 million of borrowings outstanding under our U.S. accounts receivable securitization program, $76.7 million of borrowings outstanding under our European accounts receivable securitization program, and $104.5 million borrowings outstanding under various lines of credit. As of December 31, 2016 and 2015, there were $52.9 million and $56.5 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings.

⁽²⁾	The Term Loan A facilities due in July 2017 and the July 2019 prepayments are included in the current portion of long-term debt.

⁽³⁾

As of January 1, 2016, we have adopted ASU 2015-03 and ASU 2015-15 which resulted in $35.9 million of unamortized debt issuance costs being reclassified from other non-current assets to long-term debt as of December 31, 2015. See Note 2, “Summary of Significant Accounting Policies and Recently Issued Accounting Standards” of the Notes to Consolidated Financial Statements for additional information related to this adoption.

⁽⁴⁾

As of December 31, 2016, our weighted average interest rate on our short-term borrowings outstanding was 4.8% and on our long-term debt outstanding was 4.7%. As of December 31, 2015, our weighted average interest rate on our short-term borrowings outstanding was 3.4% and on our long-term debt outstanding was 4.6%.

⁽⁵⁾	Amounts are net of unamortized discounts and issuance costs of $36.7 million as December 31, 2016 and $42.9 million as of December 31, 2015.

⁽⁶⁾	Long-term debt instruments are listed in order of priority.

Senior Notes

2015 Activity

In the second quarter 2015, Sealed Air issued $400 million of 5.50% Senior Notes due September 15, 2025 and €400 million of 4.50% Senior Notes due September 15, 2023. The proceeds from these notes were used to repurchase the Company’s $750 million 8.375% Notes due September 2021. The aggregate repurchase price was $866 million, which included the principal amount of $750 million, a premium of $99 million and accrued interest of $17 million. We recognized a total pre-tax loss of $110 million on the repurchase, which included the premiums mentioned above. Also included in the loss on debt redemption was $11 million of accelerated amortization of original non-lender fees related to the 8.375% Senior Notes. We also capitalized $8 million of non-lender fees incurred in connection with the 5.50% Senior Notes and 4.50% Senior Notes that are included in long-term debt, less current portion on our Consolidated Balance Sheet.

2014 Activity

In the fourth quarter 2014, Sealed Air issued $425 million of 4.875% Senior Notes due December 1, 2022 and $425 million of 5.125% Senior Notes due December 1, 2024. The proceeds from this note were used to repurchase the company’s $750 million 8.125% Notes due September 2019. The aggregate repurchase price was $837 million, which included the principal amount of $750 million, a premium of $75 million and accrued interest of $12 million. We recognized a total pre-tax loss of $84 million on the repurchase, which included the premiums mentioned above. Also included in the loss on debt redemption was $9 million of accelerated amortization of original non-lender fees related to the 8.125% Senior Notes. We also capitalized $13 million of non-lender fees incurred in connection with the 4.875% Senior Notes and 5.125% Senior Notes that are included in long-term debt, less current portion on our Consolidated Balance Sheet.

In the fourth quarter of 2014, we terminated the swaps that were associated with the 6.5% Senior Notes although the 6.5% Senior Notes remained outstanding. The $3 million gain on termination of swaps increased the carrying amount of our 6.5% Senior Notes, which is being amortized using effective interest rate method over the remaining maturities of the Senior Note and included in interest expense on our Consolidated Statements of Operations.

Credit Facility

2014 Activity

Amended and Restated Senior Secured Credit Facilities

On July 25, 2014, the Company entered into a second restatement agreement (the “Second Restatement Agreement”) whereby its senior secured credit facility was amended and restated (the “Second Amended and Restated Credit Agreement”) with Bank of America, N.A., as agent, and the other financial institutions party thereto. The changes include (i) the refinancing of the Term Loan A facilities, Term Loan B facilities and revolving credit facilities with new Term Loan A facilities (including facilities in Canadian dollars, euros, Japanese yen, pounds sterling and U.S. dollars) in an aggregate principal amount equivalent to $1,330 million and revolving credit facility of $700 million, (ii) a new $100 million delayed draw Term Loan A facility (used for our Brazilian operations), (iii) a 0.75% reduction of the interest rate margin for the Term Loan A facility and revolving credit facilities, (iv) extension of the final maturity of the Term Loan A facilities and revolving credit facility to July 25, 2019, (v) adjustments to the financial maintenance covenant of Consolidated Net Debt to Consolidated EBITDA (as defined in the Second Amended and Restated Credit Agreement) and other covenants to provide additional flexibility to the Company and (vi) other amendments. Term Loan B was fully extinguished as a result of the Refinancing.

On August 29, 2014, we completed the $100 million delayed draw of the Term Loan A facility. In connection with this loan, we also entered into interest rate and currency swaps in a notional amount of $100 million, which convert our floating U.S. dollar-denominated obligation under the Term Loan A into a fixed rate Brazilian real-denominated obligation. The first $20 million interest rate and currency swap matured on September 30, 2016.

As a result of the Second Restatement Agreement, we recognized $18 million of loss on debt redemption in our Consolidated Statements of Operations. This amount includes $13 million of accelerated amortization of original issuance discount related to the Term Loan B and lender and non-lender fees related to the entire credit facility. Also included in the loss on debt redemption was $5 million of non-lender fees incurred in connection with the Second Restatement Agreement. In addition, we incurred $2 million of lender fees that are included in the carrying amounts of the outstanding debt under the credit facility. We also capitalized $5 million of non-lender fees that are included in other assets on our Consolidated Balance Sheet.

The amortization expense related to original issuance discount and lender and non-lender fees is calculated using the effective interest rate method over the lives of the respective debt instruments. Total amortization expense in 2014 related to the Senior Secured Credit Facilities was $10 million and is included in interest expense in our Consolidated Statements of Operations.

Lines of Credit

The following table summarizes our available lines of credit and committed and uncommitted lines of credit, including the revolving credit facility discussed above, and the amounts available under our accounts receivable securitization programs.

	December 31,		December 31,
(In millions)	2016		2015
Used lines of credit⁽¹⁾⁽²⁾	$	92.6	$	248.2
Unused lines of credit		1,166.7		1,039.9
Total available lines of credit⁽³⁾	$	1,259.3	$	1,288.1

⁽¹⁾	Includes total borrowings under the accounts receivable securitization programs, the revolving credit facility and borrowings under lines of credit available to several subsidiaries.

⁽²⁾	As of December 31, 2016 and 2015, there were $52.9 million and $56.5 million of cash held on deposit, respectively, as a compensating balance for certain short-term borrowings.

⁽³⁾	Of the total available lines of credit, $887.8 million were committed as of December 31, 2016.

Covenants

Each issue of our outstanding senior notes imposes limitations on our operations and those of specified subsidiaries. The Second Amended and Restated Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on our indebtedness, liens, investments, restricted payments, mergers and acquisitions, dispositions of assets, transactions with affiliates, amendment of documents and sale leasebacks, and a covenant specifying a maximum permitted ratio of Consolidated Net Debt to Consolidated EBITDA (as defined in the Second Amended and Restated Credit Agreement). We were in compliance with the above financial covenants and limitations at December 31, 2016 and 2015.

Debt Maturities

The following table summarizes the scheduled annual maturities for the next five years and thereafter of our long-term debt, including the current portion of long-term debt and capital leases. This schedule represents the principle portion of our debt, and therefore excludes debt discounts, interest rate swaps and lender and finance fees.

Year	Amount (in millions)
2017	$	328.1
2018		75.9
2019		927.1
2020		425.9
2021		0.1
Thereafter		2,546.1
Total	$	4,303.2