Debt

The Company's debt consisted of the following, excluding capital lease obligations, (in millions):



	January 2, 2016		January 3, 2015
U.S. revolving line of credit	$	589.0	$	389.0
U.S. term loan (1)	212.6		227.3
Other international	—		3.3
Total debt	801.6		619.6
Less current portion	21.9		15.7
Long-term debt	$	779.7	$	603.9

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(1)	Net of debt issuance costs of $3.0 million and $4.0 million at January 2, 2016 and January 3, 2015, respectively.

U.S.-Based. On March 9, 2015, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for (i) revolving credit loans in the amount of $1.05 billion (the “Revolving Credit Facility”), with an up to $20.0 million subfacility for swingline loans (the “Swingline Loan”), and an up to $10.0 million subfacility for letters of credit, and (ii) the Term Loan in the amount of $231.3 million. The Credit Agreement expires and is due and payable on May 17, 2018.

The Company’s obligations under the Credit Agreement are unsecured, and none of the Company’s subsidiaries are guarantors of the Company’s obligations under the Credit Agreement. Upon the occurrence of both (i) the Moody’s Investor Service, Inc. rating of the Company falling below Ba1 and (ii) the Standard & Poor’s Financial Services LLC rating of the Company falling below BB+, the Company’s obligations under the Credit Agreement will be required to be guaranteed by all direct and indirect material domestic subsidiaries of the Company, as provided in a subsidiary guaranty agreement, and secured by 65% of the total outstanding voting capital stock and 100% of the non-voting capital stock of the Company’s material first-tier foreign subsidiaries, pursuant to a pledge agreement. Borrowings under the Credit Agreement may be used (i) to finance the acquisition of capital assets, (ii) for ongoing working capital and other general corporate purposes and (iii) to repurchase the Company’s capital stock to the extent permitted under the Credit Agreement. The Credit Agreement refinanced the aggregate principal amount of revolving credit loans (the “Prior Revolver”) outstanding and aggregate principal amount of term loans (the “Prior Term Loan”) outstanding under the prior agreement dated as of May 17, 2013, as Amended (the "Prior Agreement"). No penalties or other early termination fees were incurred in connection with the amendment and restatement of the Prior Agreement.

Amounts outstanding under the Revolving Credit Facility and the Term Loan under the Credit Agreement bear interest, at the Company’s option, at (i) the base rate (defined as the highest of (a) the prime rate publicly announced by Wells Fargo (3.5% at fiscal year end 2015), (b) the federal funds rate plus 0.5% and (c) the London Interbank Offer Rate ("LIBOR") (0.36% at fiscal year end 2015) for an interest period of one month plus 1.0%) plus the base rate applicable margin (which varies, based upon the Company’s consolidated total leverage ratio, from 0.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 1.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00) or (ii) the LIBOR rate (defined as the quotient obtained by dividing (a) LIBOR by (b) 1.00 minus the Eurodollar reserve percentage) plus the LIBOR rate applicable margin (which varies, based upon the consolidated total leverage ratio, from 1.25%, if the consolidated total leverage ratio is less than 1.00 to 1.00, to 2.00%, if the consolidated total leverage ratio is greater than or equal to 2.00 to 1.00). Amounts outstanding under the Swingline Loan under the Credit Agreement or upon any drawing under a letter of credit bear interest at the base rate plus the applicable margin. Interest based upon the base rate is payable quarterly in arrears. Interest based upon the LIBOR rate is payable on the last day of the applicable interest period.

Financial covenants governing the Credit Agreement require the Company to maintain (i) a consolidated total leverage ratio no greater than 2.50 to 1.00 and (ii) a consolidated interest coverage ratio no less than 3.50 to 1.00. The Credit Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type.

The Company is required to pay a commitment fee on the unused amounts of the commitments under the Revolving Credit Facility under the Credit Agreement, payable quarterly in arrears, ranging from 0.20% to 0.35%, based on the consolidated total leverage ratio. In connection with any letter of credit, the Company is required to pay (i) a letter of credit commission, payable quarterly in arrears, in an amount equal to the daily amount available to be drawn under such letter of credit multiplied by the applicable margin with respect to revolving credit loans that are LIBOR rate loans, (ii) a fronting fee, payable quarterly in arrears, as set forth in the applicable letter of credit application or as otherwise separately agreed by the Company and the issuing lender and (iii) normal and customary costs and expenses incurred or charged by the issuing lender in issuing, effecting payment under, amending or otherwise administering the letter of credit.

Loans under the Credit Agreement may be prepaid, in whole or in part, at the option of the Company, in minimum principal amounts of (i) $2.0 million or increments of $1.0 million in excess thereof, with respect to a base rate loan under the Revolving Credit Facility, (ii) $5.0 million or increments of $1.0 million in excess thereof, with respect to a LIBOR rate loan under the Revolving Credit Facility, (iii) $5.0 million or increments of $1.0 million in excess thereof, with respect to the Term Loan and (iv) $0.1 million or increments of $0.1 million in excess thereof, with respect to a Swingline Loan. Loans under the Credit Agreement must be repaid with the net cash proceeds of certain asset sales or insurance and condemnation events. The Company may permanently reduce the revolving credit commitment at any time, in whole or in part, without premium or penalty, in a minimum aggregate principal amount of not less than $3.0 million or increments of $1.0 million in excess thereof.

The repayment obligation under the Credit Agreement can be accelerated upon the occurrence of an event of default, including the failure to pay principal or interest, a material inaccuracy of a representation or warranty, violation of covenants, cross-default, change in control, bankruptcy events, failure of a loan document provision, certain ERISA events and material judgments.

During fiscal year 2015, the Company made principal payments of $15.6 million in the aggregate under the Term Loan and Prior Term Loan. The Company had net borrowings of $200.0 million in the aggregate under the Revolving Credit Facility and Prior Revolver during fiscal year 2015. Borrowings were primarily used to fund stock repurchases, capital expenditures, normal operating expenses and a portion of the Misfit purchase price. Amounts available under the Revolving Credit Facility are reduced by any amounts outstanding under standby letters of credit. As of January 2, 2016, the Company had available borrowing capacity of approximately $460.1 million under the Revolving Credit Facility, which was favorably impacted by a $193.0 million international cash balance. The Company incurred approximately $6.0 million of interest expense in the aggregate under the Term Loan and Prior Term Loan during fiscal year 2015, including the impact of the related interest rate swap. The Company incurred approximately $11.5 million of interest expense in the aggregate under the Revolving Credit Facility and Prior Revolver during fiscal year 2015.

The Company's debt as of January 2, 2016, excluding capital lease obligations, matures as follows (in millions):



Less than 1 Year	$	21.9
Year 2	25.0
Year 3	757.7
Principal amounts repayable	804.6
Debt issuance costs	(3.0		)
Total debt outstanding	$	801.6

Letters of Credit. On May 11, 2012, the Company, Fossil Partners, L.P., Fossil Europe GmbH and Fossil Asia Pacific Ltd. renewed their Letter of Credit Facility (the "LC Facility") to allow for $80 million of commercial letters of credit. At the end of fiscal years 2015 and 2014, the Company had outstanding letters of credit under the LC Facility of approximately $36.7 million and $50.3 million, respectively. Letters of credit issued under the LC Facility are primarily used for the purchase of inventory.

Capital Lease Obligations. At the end of fiscal years 2015 and 2014, the Company had current capital lease obligations of $1.3 million and $0.9 million, respectively, and long-term capital lease obligations of $5.4 million and $5.8 million, respectively.