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Debt
12 Months Ended
Dec. 31, 2011
Debt [Abstract]  
Debt

NOTE E – DEBT

Debt consists of the following:

 

(Dollars in thousands)

   December 31,
2011
     December 25,
2010
 

Short-term borrowings and current maturities of long-term debt:

     

Short-term borrowings

   $ 15,057       $ 53,729   

Capital lease obligations

     18,626         16,361   

Current maturities of long-term debt

     2,718         2,278   
  

 

 

    

 

 

 
   $ 36,401       $ 72,368   
  

 

 

    

 

 

 

Long-term debt, net of current maturities:

     

$400 million senior notes

   $ 399,953       $ 400,067   

Capital lease obligations

     229,605         239,476   

Other

     18,755         20,277   
  

 

 

    

 

 

 
   $ 648,313       $ 659,820   
  

 

 

    

 

 

 

 

The company was in compliance with all applicable financial covenants of existing loan agreements at December 31, 2011. On March 30, 2011, the company obtained from the lending institutions participating in the previously-existing credit agreement a waiver of default following identification of the need to restate the financial statements in our original Annual Report on Form 10-K filed on February 22, 2011.

On May 25, 2011, the company entered into a $1.0 billion Amended and Restated Credit Agreement (the "Amended Credit Agreement") with a group of lenders, most of whom participated in the company's previously-existing $1.25 billion Credit Agreement. The Amended Credit Agreement provides for an asset based, multi-currency revolving credit facility (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"). At December 31, 2011, the company was eligible to borrow approximately $845.6 million of the Facility based on the December Borrowing Base certificate. The Facility includes a sub-facility of up to $200 million which is available to certain of the company's European subsidiaries (the "European Borrowers"). Certain of the company's domestic subsidiaries (the "Domestic Guarantors") guaranty the obligations under the Facility. The Agreement also provides for a letter of credit sub-facility of up to $325 million. All loans borrowed under the Agreement may be borrowed, repaid and reborrowed from time to time until the maturity date of May 25, 2016.

All amounts borrowed under the Facility, as well as the obligations of the Domestic Guarantors, are secured by a lien on the company's and such Domestic Guarantors' accounts receivables, inventory, cash, cash equivalents and deposit accounts. 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 company has never paid a cash dividend on its common stock.

The Facility also includes provisions whereby if the global availability is less than $150.0 million, or the European availability is below $37.5 million, the company's cash collections go first to the agent to satisfy outstanding borrowings. Further, if total availability falls below $125.0 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, could result in a termination of the Facility and all amounts outstanding becoming immediately due and payable.

The Amended Credit Agreement also permits the company to use the Facility to redeem, tender or otherwise repurchase its existing 6.25% senior notes subject to a $600 million minimum liquidity requirement.

At December 31, 2011, the company had approximately $734.4 million of available credit under the Facility. At December 31, 2011, no amounts were outstanding under the Facility. Letters of credit outstanding under the Facility totaled approximately $111.2 million. An additional $0.2 million of letters of credit were outstanding under separate agreements. Average borrowings under the Facility during 2011 were approximately $61.9 million at an average interest rate of 3.5%. The maximum month end amount outstanding during 2011 occurred in May at approximately $117.5 million.

At December 31, 2011, the company had short-term borrowings of $15.1 million. These borrowings primarily represent outstanding balances under various local currency credit facilities for our international subsidiaries that had an effective interest rate at the end of the year of approximately 2.2%. The majority of these short-term borrowings represent outstanding balances on uncommitted lines of credit, which do not contain financial covenants.

 

In August 2003, we issued $400 million senior notes due August 2013. These notes are not callable and bear interest at the rate of 6.25% per year, to be paid on February 15 and August 15 of each year. The notes contain provisions that, in certain circumstances, place financial restrictions or limitations on us. Simultaneous with completing the offering, we liquidated a treasury rate lock. The proceeds are being amortized over the term of the issue, reducing the effective interest rate to 5.86%. During 2004, we entered into a series of fixed-to-variable interest rate swap agreements as fair value hedges on the $400 million of notes. The swap agreements were terminated during 2005.

Capital lease obligations primarily relate to buildings and equipment.

Aggregate annual maturities of long-term debt and capital lease obligations are as follows:

 

(Dollars in thousands)

      

2012

   $ 55,128   

2013

     435,859   

2014

     35,314   

2015

     34,893   

2016

     30,677   

Thereafter

     224,198   
  

 

 

 

Total

     816,069   

Less amount representing interest on capital leases

     (131,355
  

 

 

 

Total

     684,714   

Less current portion

     (36,401
  

 

 

 

Total long-term debt

   $ 648,313