XML 37 R19.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Debt | 12 Months Ended
--- | ---
Dec. 31, 2016
Debt |
Debt | 11. Debt The following table summarizes the long-term debt of the Company at December 31, 2016 and 2015:
|  | 2016 |  | 2015 |
Secured Credit Agreement: |  |  |  |  |  |  |
Revolving Credit Facility: |  |  |  |  |  |  |
Revolving Loans |  | $ | — |  | $ | — |
Term Loans: |  |  |  |  |  |  |
Term Loan A |  |  | 1,395 |  |  | 1,546 |
Term Loan A (€279 million at December 31, 2016) |  |  | 282 |  |  | 301 |
Term Loan B |  |  |  |  |  | 563 |
Senior Notes: |  |  |  |  |  |  |
6.75%, due 2020 (€500 million) |  |  | 523 |  |  | 542 |
4.875%, due 2021 (€330 million) |  |  | 345 |  |  | 357 |
5.00%, due 2022 |  |  | 495 |  |  | 494 |
5.875%, due 2023 |  |  | 682 |  |  | 680 |
3.125%, due 2024 (€500 million) |  |  | 520 |  |  |  |
5.375%, due 2025 |  |  | 297 |  |  | 296 |
6.375%, due 2025 |  |  | 294 |  |  | 293 |
Senior Debentures: |  |  |  |  |  |  |
7.80%, due 2018 |  |  | 250 |  |  | 250 |
Capital leases |  |  | 57 |  |  | 62 |
Other |  |  | 26 |  |  | 29 |
Total long-term debt |  |  | 5,166 |  |  | 5,413 |
Less amounts due within one year |  |  | 33 |  |  | 68 |
Long-term debt |  | $ | 5,133 |  | $ | 5,345 |
On April 22, 2015, the Company entered into a Senior Secured Credit Facility, which subsequently has been amended several times with the most recent amendment being entered into on February 3, 2016 (the “Amended Agreement”). In connection with the closing of the Vitro Acquisition on September 1, 2015 (see Note 19), the Company incurred $1,250 million of senior secured incremental term loan facilities, comprised of (i) a $675 million term loan A facility on substantially the same terms and conditions (including as to maturity) as the term loan A facility in the Amended Agreement and (ii) a $575 million term loan B facility, which was subsequently repaid in full in November 2016 as described below. At December 31, 2016, the Amended Agreement includes a $300 million revolving credit facility, a $600 million multicurrency revolving credit facility, a $1,575 million term loan A facility ($1,395 million net of debt issuance costs), and a €279 million term loan A facility ($282 million net of debt issuance costs), each of which has a final maturity date of April 22, 2020. At December 31, 2016, the Company had unused credit of $884 million available under the Amended Agreement. The weighted average interest rate on borrowings outstanding under the Amended Agreement at December 31, 2016 was 2.39%. The Amended Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations. The Amended Agreement also contains one financial covenant, a Total Leverage Ratio, that requires the Company not to exceed a ratio calculated by dividing consolidated total debt, less cash and cash equivalents, by consolidated EBITDA, as defined in the Amended Agreement. The Total Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Total Leverage Ratio to exceed the specified maximum of (i) 4.5x for the four fiscal quarters ending December 31, 2016, March 31, 2017, June 30, 2017 and September 30, 2017, and (ii) 4.0x for the fourth fiscal quarter ending December 31, 2017 and each fiscal quarter thereafter. Failure to comply with these covenants and restrictions could result in an event of default under the Amended Agreement. In such an event, the Company would be unable to request borrowings under the revolving facility, and all amounts outstanding under the Amended Agreement, together with accrued interest, could then be declared immediately due and payable. If an event of default occurs under the Amended Agreement and the lenders cause all of the outstanding debt obligations under the Amended Agreement to become due and payable, this would result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. As of December 31, 2016, the Company was in compliance with all covenants and restrictions in the Amended Agreement. In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Amended Agreement will not be adversely affected by the covenants and restrictions. The interest rates on borrowings under the Amended Agreement are, at the Company’s option, the Base Rate or the Eurocurrency Rate, as defined in the Amended Agreement, plus an applicable margin. The applicable margin for the term loan A facility and the revolving credit facility is linked to the Company’s Total Leverage Ratio and ranges from 1.25% to 1.75% for Eurocurrency Rate loans and from 0.25% to 0.75% for Base Rate loans. In addition, a facility fee is payable on the revolving credit facility commitments ranging from 0.20% to 0.30% per annum linked to the Total Leverage Ratio. Borrowings under the Amended Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Borrowings are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign borrowings, of stock of certain foreign subsidiaries. All borrowings under the Amended Agreement are guaranteed by certain domestic subsidiaries of the Company. Also, in connection with the Vitro Acquisition, during August 2015, the Company issued senior notes with a face value of $700 million that bear interest at 5.875% and are due August 15, 2023 (the “Senior Notes due 2023”) and senior notes with a face value of $300 million that bear interest at 6.375% and are due August 15, 2025 (together with the Senior Notes due 2023, the “2015 Senior Notes”). The 2015 Senior Notes were issued via a private placement and are guaranteed by certain of the Company‘s domestic subsidiaries. The net proceeds from the 2015 Senior Notes, after deducting the debt discount and debt issuance costs, totaled approximately $972 million and were used to finance, in part, the Vitro Acquisition. During November 2016, the Company issued senior notes with a face value of €500 million that bear interest at 3.125% and are due November 15, 2024. The notes were issued via a private placement and are guaranteed by certain of the Company‘s domestic subsidiaries. The net proceeds, after deducting the debt discount and debt issuance costs, totaled approximately $520 million and were used to repay the term loan B facility under the Amended Agreement. The Company assesses its capital raising and refinancing needs on an ongoing basis and may enter into additional credit facilities and seek to issue equity and/or debt securities in the domestic and international capital markets if market conditions are favorable. Also, depending on market conditions, the Company may elect to repurchase portions of its debt securities in the open market. The Company has a €185 million European accounts receivable securitization program, which extends through March 2019, subject to periodic renewal of backup credit lines. Information related to the Company’s accounts receivable securitization program as of December 31, 2016 and 2015 is as follows:
|  | 2016 |  | 2015 |
Balance (included in short-term loans) |  | $ | 152 |  | $ | 158 |
Weighted average interest rate |  |  | 0.74 | % |  | 1.21 | %
The carrying amounts reported for the accounts receivable securitization program, and certain long-term debt obligations subject to frequently redetermined interest rates, approximate fair value. Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations, and are classified as Level 1 in the fair value hierarchy. Annual maturities for all of the Company’s long-term debt through 2021 are as follows: 2017, $33 million; 2018, $287 million; 2019, $101 million; 2020, $2,074 million; and 2021, $354 million. Fair values at December 31, 2016, of the Company’s significant fixed rate debt obligations are as follows:
|  | Principal |  | Indicated |  |  |
|  | Amount |  | Market Price |  | Fair Value |
Senior Notes: |  |  |  |  |  |  |  |  |  |
6.75%, due 2020 (€500 million) |  | $ | 526 |  | $ | 120.63 |  | $ | 635 |
4.875%, due 2021 (€330 million) |  |  | 347 |  |  | 114.00 |  |  | 396 |
5.00%, due 2022 |  |  | 500 |  |  | 103.49 |  |  | 517 |
5.875%, due 2023 |  |  | 700 |  |  | 105.37 |  |  | 738 |
3.125%, due 2024 (€500 million) |  |  | 526 |  |  | 100.01 |  |  | 526 |
6.375%, due 2025 |  |  | 300 |  |  | 106.28 |  |  | 319 |
5.375%, due 2025 |  |  | 300 |  |  | 101.17 |  |  | 304 |
Senior Debentures: |  |  |  |  |  |  |  |  |  |
7.80%, due 2018 |  |  | 250 |  |  | 106.26 |  |  | 266 |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration