XML 34 R18.htm IDEA: XBRL DOCUMENT v3.8.0.1
Debt and Lease Obligations
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt and Lease Obligations
DEBT AND LEASE OBLIGATIONS
Debt, including capital lease obligations, consisted of:
 
December 31,
 
2017
 
2016
 
(Amounts in thousands)
1.25% EUR Senior Notes due March 17, 2022, net of unamortized discount and debt issuance costs of $5,335 and $5,748 at December 31, 2017 and 2016, respectively
$
594,465

 
$
519,902

4.00% USD Senior Notes due November 15, 2023, net of unamortized discount and debt issuance costs of $2,590 and $2,972 at December 31, 2017 and 2016, respectively
297,410

 
297,028

3.50% USD Senior Notes due September 15, 2022, net of unamortized discount and debt issuance costs of $3,230 and $3,848 at December 31, 2017 and 2016, respectively
496,770

 
496,152

Term Loan Facility, interest rate of 3.19% and 2.25% at December 31, 2017 and 2016, net of debt issuance costs of $585 and $745, respectively
164,415

 
224,255

Capital lease obligations and other borrowings
22,197

 
33,286

Debt and capital lease obligations
1,575,257

 
1,570,623

Less amounts due within one year
75,599

 
85,365

Total debt due after one year
$
1,499,658

 
$
1,485,258




Scheduled maturities of the Senior Credit Facility (as described below), as well as our Senior Notes and other debt, are:
 
Term
Loan
 
Senior Notes and other debt
 
Total
 
(Amounts in thousands)
2018
$
60,000

 
$
15,599

 
$
75,599

2019
59,468

 
6,598

 
66,066

2020
44,947

 

 
44,947

2021

 

 

2022

 
1,091,235

 
1,091,235

Thereafter

 
297,410

 
297,410

Total
$
164,415

 
$
1,410,842

 
$
1,575,257




Senior Notes

On March 17, 2015, we completed a public offering of €500.0 million of Euro senior notes in aggregate principal amount due March 17, 2022 ("2022 EUR Senior Notes"). The 2022 EUR Senior Notes bear an interest rate of 1.25% per year, payable each year on March 17. The 2022 EUR Senior Notes were priced at 99.336% of par value, reflecting a discount to the aggregate principal amount. The proceeds of the offering were €496.7 million ($526.3 million based on exchange rates in effect at the time the offering closed). We used a portion of the proceeds of the 2022 EUR Senior Notes to ultimately fund the acquisition of SIHI described in Note 2 and utilized the remaining portion for other general corporate purposes.
On November 1, 2013 we completed the public offering of $300.0 million in aggregate principal amount of senior notes due November 15, 2023 ("2023 Senior Notes"). The 2023 Senior Notes bear an interest rate of 4.00% per year, payable on May 15 and November 15 of each year. The 2023 Senior Notes were priced at 99.532% of par value, reflecting a discount to the aggregate principal amount.
On September 11, 2012, we completed the public offering of $500.0 million in aggregate principal amount of senior notes due September 15, 2022 ("2022 Senior Notes"). The 2022 Senior Notes bear an interest rate of 3.50% per year, payable on March 15 and September 15 of each year. The 2022 Senior Notes were priced at 99.615% of par value, reflecting a discount to the aggregate principal amount.
We have the right to redeem the 2022 Senior Notes and 2023 Senior Notes at any time prior to June 15, 2022 and August 15, 2023, respectively, in whole or in part, at our option, at a redemption price equal to the greater of: (1) 100% of the principal amount of the senior notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes being redeemed discounted to the redemption date on a semi-annual basis, at the applicable Treasury Rate plus 30 basis points for the 2022 Senior Notes and plus 25 basis points for the 2023 Senior Notes. In addition, at any time on or after June 15, 2022 for the 2022 Senior Notes and August 15, 2023 for the 2023 Senior Notes, we may redeem the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed. In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to the redemption date. Similarly, we have the right to redeem the 2022 EUR Senior Notes on or after December 17, 2021, in whole or in part, at our option, at a redemption price equal to the greater of: (1) 100% of the principal amount of the senior notes being redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Senior Notes being redeemed (exclusive of interest accrued to, but excluding, the date of redemption) discounted to the redemption date on an annual basis, at the Comparable German Government Bond Rate plus 25 basis points.

Senior Credit Facility

Our credit agreement provides for an initial $400.0 million term loan (“Term Loan Facility”) and a $1.0 billion revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”) with a maturity of October 14, 2020. On June 30, 2017, we amended our existing Senior Credit Facility. The amendment, among other changes, includes the following: (i) a decrease of the Revolving Credit Facility commitment from $1.0 billion to $800 million, (ii) an increase of the leverage ratio from 3.50 to 4.00 times debt to total Consolidated EBITDA through June 30, 2019, with a step-down to 3.75 for any fiscal quarter ending after July 1, 2019, (iii) the addition of a new pricing level on our senior unsecured long-term debt ratings for Ba2/BB, with an increase in interest rate margin for LIBOR loans to 2.00% and for base rate loans to 1.00% and (iv) a revision to the restrictions on the ability to incur debt by decreasing the maximum principal amount of priority debt allowed from 15% to 7.5% of the consolidated tangible assets and a decrease on the maximum amount of receivables that could be securitized from $200 million to $100 million. Subject to certain conditions, we have the right to increase the amount of the Term Loan Facility or the Revolving Credit Facility by an aggregate amount not to exceed $400.0 million. All other material terms and conditions under the Senior Credit Facility remained unchanged.

As of December 31, 2017 and December 31, 2016, we had no revolving loans outstanding under the Revolving Credit Facility. We had outstanding letters of credit of $94.8 million and $102.6 million at December 31, 2017 and December 31, 2016, respectively, which together with financial covenant limitations based on the terms of our Senior Credit Facility, contributed to the reduction of our borrowing capacity to $644.8 million and $553.5 million, respectively. The Senior Credit Facility contains, among other things, covenants defining our and our subsidiaries' ability to dispose of assets, merge, pay dividends, repurchase or redeem capital stock and indebtedness, incur indebtedness and guarantees, create liens, enter into agreements with negative pledge clauses, make certain investments or acquisitions, enter into transactions with affiliates or engage in any business activity other than our existing business. Our compliance with these financial covenants under the Senior Credit Facility is tested quarterly. We were in compliance with the covenants as of December 31, 2017.
Repayment of Obligations —We may prepay loans under our Senior Credit Facility in whole or in part, without premium or penalty, at any time. A commitment fee, which is payable quarterly on the daily unused portions of the Senior Credit Facility, was 0.20% (per annum) at December 31, 2017. We made scheduled principal repayments under our Term Loan Facility of $60.0 million in both 2017 and 2016 and $45.0 million in 2015. We have scheduled principal repayments of $15.0 million due in each of the next four quarters of 2018 under our Term Loan Facility.

Operating Leases 
We have non-cancellable operating leases for certain offices, service and quick response centers, certain manufacturing and operating facilities, machinery, equipment and automobiles. Rental expense relating to operating leases was $54.9 million, $54.7 million and $53.1 million in 2017, 2016 and 2015, respectively.
The future minimum lease payments due under non-cancellable operating leases are (amounts in thousands):
Year Ended December 31,
2018
$
51,652

2019
37,452

2020
28,801

2021
22,589

2022
21,003

Thereafter
71,672

Total minimum lease payments
$
233,169