XML 29 R15.htm IDEA: XBRL DOCUMENT
v3.6.0.2

DEBT | 12 Months Ended
--- | ---
Dec. 31, 2016
DEBT | NOTE 7. DEBT Debt consists of the following:
(In millions) |  | December 31, 2016 |  |  | December 26, 2015 |
Recourse debt: |  |  |  |  |  |  |  |
Short-term borrowings and current maturities of long-term debt: |  |  |  |  |  |  |  |
Capital lease obligations |  | $ | 27 |  |  | $ | 29 |
7.35% debentures, due 2016 |  |  | — |  |  |  | 18 |
Other current maturities of long-term debt |  |  | 2 |  |  |  | 4 |
Total |  | $ | 29 |  |  | $ | 51 |
Long-term debt, net of current maturities: |  |  |  |  |  |  |  |
Senior Secured Notes, due 2019 |  | $ | — |  |  | $ | 250 |
Unamortized debt issuance cost |  |  | — |  |  |  | (3 | )
Senior Secured Notes, due 2019, net |  |  | — |  |  |  | 247 |
Revenue bonds, due in varying amounts periodically through 2029 |  |  | 186 |  |  |  | 186 |
American & Foreign Power Company, Inc. 5% debentures, due 2030 |  |  | 14 |  |  |  | 14 |
Capital lease obligations |  |  | 146 |  |  |  | 169 |
Other |  |  | 12 |  |  |  | 12 |
Total |  | $ | 358 |  |  | $ | 628 |
Non-recourse debt: |  |  |  |  |  |  |  |
5.42% Securitization Notes, due 2019 — Refer to Note 6 |  | $ | 735 |  |  | $ | 735 |
Unamortized premium |  |  | 63 |  |  |  | 84 |
Total |  | $ | 798 |  |  | $ | 819 |
The Company was in compliance with all applicable financial covenants of existing loan agreements at December 31, 2016. Amended Credit Agreement On May 25, 2011, the Company entered into an Amended and Restated Credit Agreement with a group of lenders. Additional amendments to the Amended and Restated Credit Agreement have been entered into and were effective February 2012, March 2013, November 2013, May 2015, May 2016 and December 2016 (the Amended and Restated Credit Agreement including all amendments is referred to as the “Amended Credit Agreement”). The Amended Credit Agreement provides for an asset based, multi-currency revolving credit facility of up to $1.2 billion (the “Facility”). The Amended Credit Agreement also provides that the Facility may be increased by up to $250 million, subject to certain terms and conditions, including obtaining increased commitments from existing or new lenders. The amount that can be drawn on the Facility at any given time is determined based on percentages of certain accounts receivable, inventory and credit card receivables (the “Borrowing Base”). The Facility includes a sub-facility of up to $200 million which is available to the Company and certain of the Company’s European and Canadian subsidiaries (the “European Borrowers”). Certain of the Company’s domestic subsidiaries guaranty the obligations under the Facility (the “Domestic Guarantors”). The Amended Credit Agreement also provides for a letter of credit sub-facility of up to $400 million, as well as a swingline loan sub-facility of up to $125 million to the Company and an additional swingline loan sub-facility of up to $25 million to the European Borrowers. All loans borrowed under the Facility may be borrowed, repaid and reborrowed from time to time until the maturity date of May 13, 2021 as provided in the Amended Credit Agreement. In conjunction with the sale of the OD European business on December 31, 2016, the European parties to the facility were removed from the agreement and all first priority liens on related European assets were released. All amounts borrowed under the Facility, as well as the obligations of the Domestic Guarantors, are secured by a first priority lien on the Company’s and such Domestic Guarantors’ accounts receivables, inventory, cash, cash equivalents and deposit. All amounts borrowed by the European Borrowers under the Facility are secured by a lien on such European Borrowers’ accounts receivable, inventory, cash, cash equivalents and deposit accounts, as well as certain other assets. At the Company’s option, borrowings made pursuant to the Facility bear interest at either, (i) the alternate base rate (defined as the higher of the Prime Rate (as announced by the Agent), the Federal Funds Rate plus 1/2 of 1% and the one month Adjusted LIBO Rate (defined below) and 1%) or (ii) the Adjusted LIBO Rate (defined as the LIBO Rate as adjusted for statutory revenues) plus, in either case, a certain margin based on the aggregate average availability under the Facility. The Amended Credit Agreement also contains representations, warranties, affirmative and negative covenants, and default provisions which are conditions precedent to borrowing. The most significant of these covenants and default provisions include limitations in certain circumstances on acquisitions, dispositions, share repurchases and the payment of cash dividends. The Facility also includes provisions whereby if the global availability is less than $150 million, or the European availability is below $25 million, the Company’s cash collections go first to the agent to satisfy outstanding borrowings. Further, if total availability falls below $125 million, a fixed charge coverage ratio test is required. Any event of default that is not cured within the permitted period, including non-payment of amounts when due, any debt in excess of $25 million becoming due before the scheduled maturity date, or the acquisition of more than 40% of the ownership of the Company by any person or group, within the meaning of the Securities and Exchange Act of 1934, could result in a termination of the Facility and all amounts outstanding becoming immediately due and payable. At December 31, 2016, the Company had $1.0 billion of available credit under the Facility based on the December 2016 Borrowing Base certificate. At December 31, 2016, no amounts were outstanding under the Facility. Letters of credit outstanding under the Facility totaled $83 million. There were no borrowings under the Facility during 2016. Senior Secured Notes On September 15, 2016, the Company redeemed its outstanding 9.75% Senior Secured Notes due 2019 (the “Senior Secured Notes”) which had an aggregate principal outstanding of $250 million. The Notes were redeemed for cash at the outstanding principal amount plus a $12 million premium calculated as 4.875% of the principal amount. The total payment amounted to $262 million, plus accrued interest. The premium and recognition of the remaining deferred debt issue costs totaled $15 million and are presented as Loss on extinguishment of debt in the Consolidated Statements of Operations for 2016. The $12 million cash premium paid is reported in financing activities in the Consolidated Statements of Cash Flows. Other Short- and Long-Term Debt As a result of the Merger, the Company assumed the liability for the amounts in the table above related to the (i) 7.35% debentures, due 2016, which were paid in full at maturity in February 2016, (ii) Revenue bonds, due in varying amounts periodically through 2029, and (iii) American & Foreign Power Company, Inc. 5% debentures, due 2030. Capital Lease Obligations Capital lease obligations primarily relate to buildings and equipment. Refer to Note 6 for further information on non-recourse debt. Schedule of Debt Maturities Aggregate annual maturities of recourse debt and capital lease obligations are as follows:
(In millions) |  |  |
2017 |  | $ | 39 |
2018 |  |  | 35 |
2019 |  |  | 33 |
2020 |  |  | 38 |
2021 |  |  | 28 |
Thereafter |  |  | 260 |
Total |  |  | 433 |
Less amount representing interest on capital leases |  |  | (46 | )
Total |  |  | 387 |
Less: |  |  |  |
Current portion |  |  | (29 | )
Total long-term debt |  | $ | 358 |

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