ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

DEBT

v3.19.1
DEBT
3 Months Ended
Mar. 31, 2019
DEBT Ìý
DEBT

8. DEBT

Ìý

Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions):

Ìý

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

MarchÌý31,Ìý

Ìý

DecemberÌý31,Ìý

Ìý

ÌýÌýÌýÌý

2019

Ìý

2018

Senior Credit Facilities:

ÌýÌýÌýÌý

Ìý

Ìý

Ìý

Ìý

Ìý

Revolving facility

Ìý

$

235

Ìý

$

50

Amounts outstanding under A/R programs

Ìý

Ìý

276

Ìý

Ìý

252

Senior notes

Ìý

Ìý

1,969

Ìý

Ìý

1,892

Variable interest entities

Ìý

Ìý

85

Ìý

Ìý

86

Other

Ìý

Ìý

34

Ìý

Ìý

40

Total debt

Ìý

$

2,599

Ìý

$

2,320

Total current portion of debt

Ìý

$

276

Ìý

$

96

Long-term portion of debt

Ìý

Ìý

2,323

Ìý

Ìý

2,224

Total debt

Ìý

$

2,599

Ìý

$

2,320

Ìý

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

MarchÌý31,Ìý

Ìý

DecemberÌý31,Ìý

Ìý

ÌýÌýÌýÌý

2019

Ìý

2018

Senior Credit Facilities:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Revolving facility

Ìý

$

235

Ìý

$

50

Amounts outstanding under A/R programs

Ìý

Ìý

276

Ìý

Ìý

252

Senior notes

Ìý

Ìý

1,969

Ìý

Ìý

1,892

Variable interest entities

Ìý

Ìý

85

Ìý

Ìý

86

Other

Ìý

Ìý

34

Ìý

Ìý

40

Total debt, excluding debt to affiliates

Ìý

$

2,599

Ìý

$

2,320

Total current portion of debt

Ìý

$

276

Ìý

$

96

Long-term portion of debt

Ìý

Ìý

2,323

Ìý

Ìý

2,224

Total debt, excluding debt to affiliates

Ìý

$

2,599

Ìý

$

2,320

Total debt, excluding debt to affiliates

Ìý

$

2,599

Ìý

$

2,320

Notes payable to affiliates-current

Ìý

Ìý

100

Ìý

Ìý

100

Notes payable to affiliates-noncurrent

Ìý

Ìý

454

Ìý

Ìý

488

Total debt

Ìý

$

3,153

Ìý

$

2,908

Ìý

Direct and Subsidiary Debt

ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation’s direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International). ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation is not a guarantor of such subsidiary debt.

Ìý

Certain of our subsidiaries have third‑party debt agreements that contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Ìý

Debt Issuance Costs

Ìý

We record debt issuance costs related to a debt liability on the balance sheet as a reduction to the face amount of that debt liability. As of March Ìý31, 2019 and December 31, 2018, the amount of debt issuance costs directly reducing the debt liability was $13 million and $8 million, respectively. We record the amortization of debt issuance costs as interest expense.

Ìý

Revolving Credit Facility

Ìý

On May 21, 2018, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International entered into a new $1.2 billion senior unsecured revolving credit facility (the â€�2018 Revolving Credit Facilityâ€�). Borrowings under the 2018 Revolving Credit Facility will bear interest at the rates specified in the credit agreement governing the 2018 Revolving Credit Facility, which will vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. Unless earlier terminated, the 2018 Revolving Credit Facility will mature in May 2023. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may increase the 2018 Revolving Credit Facility commitments up to an additional $500 million, subject to the satisfaction of certain conditions.

Ìý

In connection with entering into the 2018 Revolving Credit Facility, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International terminated all commitments and repaid all obligations under the Prior Credit Facility. In addition, we recognized a loss on early extinguishment of debt of $3 million. Upon the termination of the Prior Credit Facility, all guarantees of the obligations under the Prior Credit Facility were terminated, and all liens granted under the Prior Credit Facility were released. As of March 31, 2019, our 2018 Revolving Credit Facility was as follows (dollars in millions):

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Unamortized

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

DiscountsÌýand

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Committed

Ìý

Principal

Ìý

DebtÌýIssuance

Ìý

Carrying

Ìý

Ìý

Ìý

Ìý

Facility

Amount

ÌýÌýÌýÌý

Outstanding

ÌýÌýÌýÌý

Costs

ÌýÌýÌýÌý

Value

ÌýÌýÌýÌý

InterestÌýRate(2)

ÌýÌýÌýÌý

Maturity

2018 Revolving Credit Facility

Ìý

$

1,200

Ìý

$

235

(1)

$

Ìýâ€�

(1)

$

235

(1)

USD LIBOR plus 1.50%

Ìý

2023

(1)

On March 31, 2019, we had an additional $8Ìýmillion (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our 2018 Revolving Credit Facility.

Ìý

(2)

Interest rates on borrowings under the 2018 Revolving Credit Facility vary based on the type of loan and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International’s debt ratings. The then applicable interest rate as of March 31, 2019 was 1.50% above LIBOR.

Ìý

A/R Programs

Ìý

Our U.S. A/R Program and our European accounts receivable securitization program (“EU A/R Program� and collectively with the U.S. A/R Program, “A/R Programs�) are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE�) and the European special purpose entity (“EU SPE�) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of March 31, 2019 was as follows (monetary amounts in millions):

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Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

ÌýÌýÌýÌý

Ìý

ÌýÌýÌýÌý

MaximumÌýFunding

ÌýÌýÌýÌý

Amount

ÌýÌýÌýÌý

Ìý

Facility

ÌýÌýÌýÌý

Maturity

ÌýÌýÌýÌý

Availability(1)

ÌýÌýÌýÌý

Outstanding

ÌýÌýÌýÌý

InterestÌýRate(2)

U.S. A/R Program

Ìý

April 2020

Ìý

$

250

Ìý

$

190

(3)ÌýÌý

Applicable rate plus 0.95%

EU A/R Program

Ìý

April 2020

Ìý

�

150

Ìý

�

76

Ìý

Applicable rate plus 1.30%

Ìý

Ìý

Ìý

Ìý

Ìý

(approximately $169)

Ìý

Ìý

(approximately $86)

Ìý

Ìý


(1)

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

Ìý

(2)

The applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR.

Ìý

(3)

As of March 31, 2019, we had approximately $5 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

Ìý

On April 18, 2019, we entered into amendments to the EU A/R Program (the “European Amendmentâ€�) and the US A/R Program (the “U.S. Amendmentâ€�).ÌýThe European Amendment, among other things, extended the scheduled commitment termination date of the loan facility to April 2022, reduced the facility maximum funding availability from â‚�150 million to â‚�100 million and made certain other amendments.ÌýThe U.S. Amendment, among other things, extended the scheduled commitment termination date of the loan facility to April 2022 and made certain other amendments.

Ìý

As of March 31, 2019 and December 31, 2018, Ìý$375 million and $341 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Ìý

Notes

Ìý

On March 13, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International completed a $750Ìýmillion offering of its 2029 Senior Notes. On March 27, 2019, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International applied the net proceeds of the offering of the 2029 Senior Notes to redeem in full $650 million in aggregate principal amount of its 2020 Senior Notes and also paid associated costs and accrued interest of $21 million and $12 million, respectively. In addition, we recognized a loss on early extinguishment of debt of $23 million.

The 2029 Senior Notes bear interest at 4.50% per year, payable semi‑annually on May1 and November 1, and will mature on May 1, 2029. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes in whole or in part at any time prior to FebruaryÌý1, 2029 at a price equal to 100% of the principal amount thereof plus a “make‑wholeâ€� premium and accrued and unpaid interest. ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International may redeem the 2029 Senior Notes at any time in whole or from time to time in part, on or after February 1, 2029 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest.

Note Payable from ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý

As of March 31, 2019, we had a loan of $544 million to our subsidiary, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International (the “Intercompany Noteâ€�). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of March 31, 2019 on our condensed consolidated balance sheets. As of March 31, 2019, under the terms of the Intercompany Note, ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our 2018 Revolving Credit Facility).

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Compliance with CovenantsÌý

Ìý

Our 2018 Revolving Credit Facility contains a financial covenant regarding the leverage ratio of ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International and its subsidiaries. The 2018 Revolving Credit Facility also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the 2018 Revolving Credit Facility may be accelerated.

Ìý

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programsâ€� metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our 2018ÌýRevolving Credit Facility, which could require us to pay off the balance of the 2018 Revolving Credit Facility in full and could result in the loss of our 2018 Revolving Credit Facility.

Ìý

We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our 2018 Revolving Credit Facility, our A/R Programs and our notes.