Financial Liabilities | 12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
Financial Liabilities | Note 12. Financial Liabilities |
The components of Financial liabilities were as follows (in millions of dollars): |
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| | | December 31, 2014 | |
| | | Interest | | | Face | | Carrying | |
Rate | Value | Value | |
Financial Liabilities Payable Within One Year: | | | | | | | | | |
| | | Effective | | | | | | |
Tranche B Term Loan due 2017 | | | 4.06 | % | (1) | | $ | 33 | | | $ | 33 | | |
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Tranche B Term Loan due 2018 | | | 3.6 | % | (2) | | 18 | | | 18 | | |
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Canadian Health Care Trust Notes: | | | | | | | | | |
Tranche A | | | 6.48 | % | (3) | | 81 | | | 82 | | |
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Tranche B | | | 9.21 | % | (3) | | 23 | | | 23 | | |
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Total Canadian Health Care Trust Notes | | | | 104 | | | 105 | | |
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Mexican development banks credit facility due 2025 | | | 8.09 | % | (4) | | 26 | | | 26 | | |
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| | | Weighted | | | | | | |
Average | |
Other: | | | | | | | | | |
Capital lease obligations | | | 9.81 | % | | | 75 | | | 67 | | |
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Other financial obligations | | | 18.03 | % | | | 61 | | | 59 | | |
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Total other financial liabilities | | | | 136 | | | 126 | | |
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Total financial liabilities payable within one year | | | | $ | 317 | | | $ | 308 | | |
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| | Maturity | | Interest | | | Face | | Carrying |
Rate | Value | Value |
Financial Liabilities Payable After One Year: | | | | | | | | | |
| | | | Effective | | | | | |
Tranche B Term Loan due 2017 | | 5/24/17 | | 4.06 | % | (1) | | $ | 3,109 | | | $ | 3,069 | |
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Tranche B Term Loan due 2018 | | 12/31/18 | | 3.6 | % | (2) | | 1,719 | | | 1,697 | |
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Secured Senior Notes due 2019 | | 6/15/19 | | 7.3 | % | (5) | | 2,875 | | | 2,948 | |
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Secured Senior Notes due 2021 | | 6/15/21 | | 7.57 | % | (6) | | 3,080 | | | 3,183 | |
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Canadian Health Care Trust Notes: | | | | | | | | | |
Tranche A | | 6/30/17 | | 6.48 | % | (3) | | 196 | | | 204 | |
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Tranche B | | 6/30/24 | | 9.21 | % | (3) | | 345 | | | 352 | |
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Tranche C | | 6/30/24 | | 9.68 | % | (7) | | 108 | | | 94 | |
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Total Canadian Health Care Trust Notes | | | | 649 | | | 650 | |
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Mexican development banks credit facilities: | | | | | | | | | |
Credit facility due 2021 | | 12/23/21 | | 7 | % | (8) | | 204 | | | 204 | |
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Credit facility due 2025 | | 7/19/25 | | 8.09 | % | (4) | | 257 | | | 257 | |
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Total Mexican development banks credit facilities | | | | 461 | | | 461 | |
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| | | | Weighted | | | | | |
Average |
Other: | | | | | | | | | |
Capital lease obligations | | 2016-2021 | | 10.59 | % | | | 350 | | | 328 | |
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Other financial obligations | | 2018-2024 | | 13.66 | % | | | 146 | | | 135 | |
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Total other financial liabilities | | | | 496 | | | 463 | |
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Total financial liabilities payable after one year | | | | 12,389 | | | 12,471 | |
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Total | | | | $ | 12,706 | | | $ | 12,779 | |
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| | December 31, 2013 | | |
| | Interest | | | Face | | Carrying | | |
Rate | Value | Value | | |
Financial Liabilities Payable Within One Year: | | | | | | | | | |
| | Effective | | | | | | | |
VEBA Trust Note | | 11.71 | % | | | $ | 224 | | | $ | 221 | | | |
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Tranche B Term Loan due 2017 | | 4.08 | % | (1) | | 30 | | | 30 | | | |
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Canadian Health Care Trust Notes: | | | | | | | | | |
Tranche A | | 7.38 | % | (3) | | 83 | | | 85 | | | |
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Tranche B | | 9.21 | % | (3) | | 24 | | | 24 | | | |
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Total Canadian Health Care Trust Notes | | | | 107 | | | 109 | | | |
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Mexican development banks credit facility due 2025 | | 8.81 | % | (4) | | 30 | | | 30 | | | |
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| | Weighted | | | | | | | |
Average | | |
Other: | | | | | | | | | |
Capital lease obligations | | 9.95 | % | | | 64 | | | 55 | | | |
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Other financial obligations | | 15.14 | % | | | 51 | | | 46 | | | |
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Total other financial liabilities | | | | 115 | | | 101 | | | |
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Total financial liabilities payable within one year | | | | $ | 506 | | | $ | 491 | | | |
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| | Maturity | | Interest | | | Face | | Carrying |
Rate | Value | Value |
Financial Liabilities Payable After One Year: | | | | | | | | | |
| | | | Effective | | | | | |
VEBA Trust Note | | 7/15/23 | | 11.71 | % | | | $ | 4,491 | | | $ | 3,971 | |
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Tranche B Term Loan due 2017 | | 5/24/17 | | 4.08 | % | (1) | | 2,895 | | | 2,842 | |
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Secured Senior Notes due 2019 | | 6/15/19 | | 8.21 | % | (5) | | 1,500 | | | 1,486 | |
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Secured Senior Notes due 2021 | | 6/15/21 | | 8.44 | % | (6) | | 1,700 | | | 1,683 | |
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Canadian Health Care Trust Notes: | | | | | | | | | |
Tranche A | | 6/30/17 | | 7.38 | % | (3) | | 298 | | | 312 | |
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Tranche B | | 6/30/24 | | 9.21 | % | (3) | | 402 | | | 411 | |
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Tranche C | | 6/30/24 | | 9.68 | % | (7) | | 110 | | | 95 | |
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Total Canadian Health Care Trust Notes | | | | 810 | | | 818 | |
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Mexican development banks credit facilities: | | | | | | | | | |
Credit facility due 2021 | | 12/23/21 | | 7.5 | % | (8) | | 229 | | | 229 | |
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Credit facility due 2025 | | 7/19/25 | | 8.81 | % | (4) | | 318 | | | 318 | |
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Total Mexican development banks credit facilities | | | | 547 | | | 547 | |
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| | | | Weighted | | | | | |
Average |
Other: | | | | | | | | | |
Capital lease obligations | | 2016-2020 | | 11.04 | % | | | 316 | | | 286 | |
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Other financial obligations | | 2015-2024 | | 13.83 | % | | | 191 | | | 177 | |
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Total other financial liabilities | | | | 507 | | | 463 | |
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Total financial liabilities payable after one year | | | | 12,450 | | | 11,810 | |
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Total | | | | $ | 12,956 | | | $ | 12,301 | |
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-1 | Loan bears interest at LIBOR (subject to a 0.75 percent floor) + 2.75 percent. Interest has been reset every three months. Stated interest rate as of both December 31, 2014 and December 31, 2013 was 3.50 percent. | | | | | | | | | | | | | |
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-2 | Loan bears interest at LIBOR (subject to a 0.75 percent floor) + 2.50 percent. Commencing in April 2014 interest has been reset every three months. Stated interest rate as of December 31, 2014 was 3.25 percent. | | | | | | | | | | | | | |
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-3 | Note bears interest at a stated rate of 9.00 percent. | | | | | | | | | | | | | |
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-4 | Represents the stated interest rate. Loan bears interest at the 28 day Interbank Equilibrium Interest Rate ("TIIE") + 4.80 percent subject to a quarterly reset of TIIE. | | | | | | | | | | | | | |
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-5 | Notes bear interest at a stated rate of 8.00 percent. | | | | | | | | | | | | | |
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-6 | Notes bear interest at a stated rate of 8.25 percent. | | | | | | | | | | | | | |
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-7 | Note bears interest at a stated rate of 7.50 percent. | | | | | | | | | | | | | |
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-8 | Represents the stated interest rate. Loan bears interest at the 28 day TIIE + 3.70 percent subject to a monthly reset of TIIE. | | | | | | | | | | | | | |
As of December 31, 2014, the carrying amounts of our financial obligations include fair value adjustments, premiums, discounts and loan origination fees totaling $73 million in excess of their face value related to the following obligations (in millions of dollars): |
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Tranche B Term Loan due 2017 | | $ | (40 | ) | | | | | | | | | | |
Tranche B Term Loan due 2018 | | (22 | ) | | | | | | | | | | |
Secured Senior Notes due 2019 | | 73 | | | | | | | | | | | |
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Secured Senior Notes due 2021 | | 103 | | | | | | | | | | | |
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Canadian Health Care Trust Notes | | 2 | | | | | | | | | | | |
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Liabilities for capital lease and other financial obligations | | (43 | ) | | | | | | | | | | |
Total | | $ | 73 | | | | | | | | | | | |
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As of December 31, 2014, the aggregate annual contractual maturities of our financial liabilities at face value were as follows (in millions of dollars): |
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2015 | | $ | 317 | | | | | | | | | | | |
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2016 | | 315 | | | | | | | | | | | |
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2017 | | 3,407 | | | | | | | | | | | |
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2018 | | 1,887 | | | | | | | | | | | |
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2019 | | 3,049 | | | | | | | | | | | |
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2020 and thereafter | | 3,731 | | | | | | | | | | | |
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Total | | $ | 12,706 | | | | | | | | | | | |
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New Debt Issuances and Prepayment of the VEBA Trust Note |
On February 7, 2014, we and certain of our U.S. subsidiaries as guarantors entered into the following transactions to facilitate the prepayment of the senior unsecured note issued June 10, 2009 to the VEBA Trust, with an original face amount of $4,587 million ("VEBA Trust Note"): |
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• | New Senior Credit Facilities - a $250 million additional term loan under the existing tranche B term loan facility, which matures on May 24, 2017 (we collectively refer to the $250 million additional tranche B term loan and the $3.0 billion tranche B term loan, which was fully drawn on May 24, 2011, as the "Tranche B Term Loan due 2017"), and a new $1,750 million tranche B term loan ("Tranche B Term Loan due 2018") issued under the term loan credit facility that matures on December 31, 2018, which we collectively refer to as the "New Senior Credit Facilities"; | | | | | | | | | | | | | |
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• | Secured Senior Notes due 2019 - issuance of an additional $1,375 million aggregate principal amount of 8 percent secured senior notes ("Additional 2019 Notes"), due June 15, 2019, at an issue price of 108.25 percent of the aggregate principal amount; and | | | | | | | | | | | | | |
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• | Secured Senior Notes due 2021 - issuance of an additional $1,380 million aggregate principal amount of 8 ¼ percent secured senior notes ("Additional 2021 Notes"), due June 15, 2021, at an issue price of 110.50 percent of the aggregate principal amount (together with the Additional 2019 Notes, the "Additional Notes"). | | | | | | | | | | | | | |
The proceeds of these transactions were used to prepay all amounts outstanding of approximately $5.0 billion under the VEBA Trust Note, which included a principal payment of $4,715 million and interest accrued through February 7, 2014. The $4,715 million principal payment consisted of $128 million of interest that was previously capitalized as additional debt with the remaining $4,587 million representing the original face value of the note. The payment of capitalized interest is included as a component of Net Cash Provided by Operating Activities in the accompanying Consolidated Statements of Cash Flows for the year ended December 31, 2014. |
In connection with the prepayment of the VEBA Trust Note, we recorded a non-cash charge of $504 million in the first quarter of 2014, consisting primarily of the remaining unamortized debt discount. The charge is included in Loss on extinguishment of debt in the accompanying Consolidated Statements of Income. |
Senior Credit Facilities and Secured Senior Notes |
On May 24, 2011, we and certain of our U.S. subsidiaries as guarantors entered into the following arrangements: |
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• | Original Senior Credit Facilities - a $3.0 billion tranche B term loan maturing on May 24, 2017, which was fully drawn on May 24, 2011 and a $1.3 billion revolving credit facility that matures on May 24, 2016 (“Revolving Facility”) and remains undrawn, which we collectively refer to as the "Original Senior Credit Facilities"; | | | | | | | | | | | | | |
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• | Secured Senior Notes due 2019 - issuance of $1.5 billion of 8 percent secured senior notes due June 15, 2019 (“Original 2019 Notes”); and | | | | | | | | | | | | | |
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• | Secured Senior Notes due 2021 - issuance of $1.7 billion of 8 ¼ percent secured senior notes due June 15, 2021 (“Original 2021 Notes”). | | | | | | | | | | | | | |
Senior Credit Facilities |
The Original Senior Credit Facilities and the New Senior Credit Facilities (collectively the "Senior Credit Facilities") are with a syndicate of private sector lenders. |
We amended and restated our credit agreement dated as of May 24, 2011 (“Original Senior Credit Agreement”) among us and the lenders party thereto. The amendments to the Original Senior Credit Agreement were given effect in the amended and restated credit agreement, dated as of June 21, 2013 (“Senior Credit Agreement”). On December 23, 2013 we re-priced the $3.0 billion tranche B term loan maturing May 24, 2017 governed by the Senior Credit Agreement. On February 7, 2014, we issued the New Senior Credit Facilities, as described above. |
The Original Senior Credit Agreement provided for a $3.0 billion tranche B term loan that was to mature on May 24, 2017, which was fully drawn on May 24, 2011 and a $1.3 billion revolving credit facility that was to mature on May 24, 2016, which was undrawn. The maturity dates did not change under the Senior Credit Agreement. On February 7, 2014, an additional $250 million was issued under the tranche B term loan maturing May 24, 2017. The Revolving Facility may be borrowed and repaid from time to time until the maturity date and remains undrawn as of December 31, 2014. |
The amendment in June 2013 reduced the applicable interest rate spreads on the Original Senior Credit Facilities by 1.50 percent per annum and reduced the rate floors applicable to the $3.0 billion tranche B term loan by 0.25 percent per annum. As a result, all amounts outstanding under the Revolving Facility will bear interest, at our option, either at a base rate plus 2.25 percent per annum or at LIBOR plus 3.25 percent per annum. The subsequent re-pricing in December 2013 further reduced the applicable interest rate spreads and interest rate floors applicable to the $3.0 billion tranche B term loan by an additional 0.50 percent and 0.25 percent, respectively, per annum. All amounts outstanding under the Tranche B Term Loan due 2017 will bear interest, at our option, either at a base rate plus 1.75 percent per annum or at LIBOR plus 2.75 percent per annum, subject to a base rate floor of 1.75 percent per annum or a LIBOR floor of 0.75 percent per annum, respectively. We currently accrue interest based on LIBOR. |
In addition, the amendment in June 2013 reduced the commitment fee payable on the Revolving Facility to 0.50 percent per annum, which was reduced to 0.375 percent per annum during 2014 after we achieved a specified consolidated leverage ratio, of the daily average undrawn portion of the Revolving Facility. The commitment fee remains payable quarterly in arrears. |
Certain negative covenants in the Original Senior Credit Agreement were also amended, including limitations on incurrence of indebtedness and certain limitations on restricted payments, which include dividends. Under the Senior Credit Agreement, the restricted payment capacity was increased to an amount not to exceed 50 percent of our cumulative consolidated net income, as defined in the Senior Credit Agreement, since January 1, 2012. |
In connection with the June 21, 2013 amendment and December 23, 2013 re-pricing, lenders party to the $3.0 billion tranche B term loan that held $790 million of the outstanding principal balance either partially or fully reduced their holdings. These reductions were accounted for as debt extinguishments. The remaining holdings were analyzed on a lender-by-lender basis and accounted for as debt modifications. The outstanding principal balance on the $3.0 billion tranche B term loan did not change, as new and continuing lenders acquired the $790 million. |
We paid $38 million related to the call premium and other fees to re-price and amend the Original Senior Credit Agreement and to re-price the $3.0 billion tranche B term loan, of which $30 million was deferred and will be amortized over the remaining terms of the Original Senior Credit Facilities. We recognized a $24 million loss on extinguishment of debt, which included the write off of $13 million of unamortized debt discounts and $3 million of unamortized debt issuance costs associated with the Original Senior Credit Facilities, as well as $8 million of the call premium and fees noted above. |
The outstanding principal amount of the Tranche B Term Loan due 2017 is payable in equal quarterly installments of $8.1 million, with the remaining balance due at maturity. No scheduled principal payments are required on amounts drawn on the Revolving Facility until the maturity date of the facility. |
The outstanding principal amount of the Tranche B Term Loan due 2018 is payable in equal quarterly installments of $4.4 million, commencing on June 30, 2014 with the remaining balance due at maturity. The Tranche B Term Loan due 2018 bears interest, at our option, either at a base rate plus 1.50 percent per annum or at LIBOR plus 2.50 percent per annum, subject to a base rate floor of 1.75 percent per annum or a LIBOR floor of 0.75 percent per annum, respectively. |
As of December 31, 2014, we may prepay, refinance or re-price the Tranche B Term Loan due 2017 and the Tranche B Term Loan due 2018 without premium or penalty. |
Up to $200 million of the Revolving Facility may be used for the issuance of letters of credit. Prior to the final maturity date of each of the facilities, we have the option to extend the maturity date of all or a portion of these facilities with the consent of the lenders whose loans or commitments are being extended. |
Mandatory prepayments are required, subject to certain exceptions, from the net cash proceeds of asset sales, incurrence of additional indebtedness, insurance or condemnation proceeds and excess cash flow. In the case of excess cash flow, the mandatory prepayments are subject to a leverage-based step-down and only to the extent our liquidity exceeds a certain threshold. |
The Senior Credit Facilities are secured by a senior priority security interest in substantially all of our assets and the assets of our U.S. subsidiary guarantors, subject to certain exceptions. The collateral includes 100 percent of the equity interests in our domestic subsidiaries and 65 percent of the equity interests in certain foreign subsidiaries held directly by us and our U.S. subsidiary guarantors. |
The senior credit agreements governing the Senior Credit Facilities include a number of affirmative covenants, many of which are customary, including, but not limited to, the reporting of financial results and other developments, compliance with laws, payment of taxes, maintenance of insurance and similar requirements. The senior credit agreements also contain several negative covenants, including but not limited to, (i) limitations on incurrence, repayment and prepayment of indebtedness; (ii) limitations on incurrence of liens; (iii) limitations on making restricted payments, including a limit on declaring dividends or making distributions to our members; (iv) limitations on transactions with affiliates, swap agreements and sale and leaseback transactions; (v) limitations on fundamental changes, including certain asset sales and (vi) restrictions on certain subsidiary distributions. In addition, the senior credit agreements require us to maintain a minimum ratio of borrowing base to covered debt, as well as a minimum liquidity of $3.0 billion, which includes any undrawn amounts on the Revolving Facility. |
The senior credit agreements governing the Senior Credit Facilities contain a number of events of default related to, (i) failure to make payments when due; (ii) failure to comply with covenants; (iii) breaches of representations and warranties; (iv) certain changes of control; (v) cross-default with certain other debt and hedging agreements and (vi) the failure to pay or post bond for certain material judgments. As of December 31, 2014 we were in compliance with all covenants under the senior credit agreements. |
Subsequent to the new debt issuances in 2014, and subject to the limitations in the senior credit agreements governing the Senior Credit Facilities and the indenture governing our secured senior notes, as described below, we have the option to increase the amount of the Revolving Facility in an aggregate principal amount not to exceed $700 million, subject to certain conditions. |
Secured Senior Notes |
We entered into an indenture with FCA Co-Issuer Inc., formerly known as CG Co-Issuer Inc., (“FCA Co-Issuer”) our 100 percent owned special purpose finance subsidiary, certain of our 100 percent owned U.S. subsidiaries (“Guarantors”) and Wilmington Trust FSB, as trustee and Citibank, N.A. as collateral agent, paying agent, registrar and authenticating agent, pursuant to which we issued the Original 2019 Notes and the Original 2021 Notes, collectively referred to as the “Original Notes.” The Original Notes were issued at par and were sold in a private placement to (i) qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the United States to persons who are not U.S. persons (as defined in Rule 902 of Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act. |
In connection with the offering of the Original Notes, we entered into a registration rights agreement with the initial purchasers of the Original Notes. Under the terms of the registration rights agreement, we agreed to register notes having substantially identical terms as the Original Notes with the Securities and Exchange Commission (“SEC”) as part of an offer to exchange freely tradable exchange notes for the Original Notes. On December 29, 2011, and subject to the terms and conditions set forth in our prospectus, we commenced an offer to exchange our new freely tradable 8 percent secured senior notes due 2019 for the outstanding Original 2019 Notes and our new freely tradable 8 ¼ percent secured senior notes due 2021 for the outstanding Original 2021 Notes. |
On February 1, 2012, our offers to exchange the Original 2019 Notes and Original 2021 Notes expired. Substantially all of the Original Notes were tendered for freely tradable notes. The holders of the notes received an equal principal amount of freely tradable 8 percent secured senior notes due 2019 for the Original 2019 Notes and an equal principal amount of freely tradable 8 ¼ percent secured senior notes due 2021 for the Original 2021 Notes. The form and terms of the freely tradable notes are identical in all material respects to the Original Notes, except that the freely tradable notes do not contain restrictions on transfer. |
On February 7, 2014 we issued the Additional Notes, and in connection with such issuance, we entered into a registration rights agreement with the initial purchasers of the Additional Notes. Under the terms of the registration rights agreement, we agreed to register notes having substantially identical terms as the respective Additional Notes with the SEC as part of an offer to exchange freely tradable notes for the Additional Notes. On April 7, 2014 and subject to the terms and conditions set forth in the Additional Notes prospectus, we commenced an offer to exchange the freely tradable 8 percent secured senior notes due 2019 for the outstanding Additional 2019 Notes and the freely tradable 8 ¼ percent secured senior notes due 2021 for the outstanding Additional 2021 Notes. Each of the freely tradable 2019 notes and 2021 notes are identical in all material respects to our existing notes. The freely tradable 8 percent secured senior notes due 2019 and 8 ¼ percent secured senior notes due 2021 issued in 2011 and 2014 are referred to as the “2019 Notes” and “2021 Notes”, respectively. The 2019 Notes and 2021 Notes are collectively referred to as the "Notes." |
On May 5, 2014, our offers to exchange the Additional Notes expired. Substantially all of the Additional Notes were tendered for Notes. The holders of the Additional Notes who tendered their notes received an equal principal amount of 2019 Notes for the Additional 2019 Notes and an equal principal amount of 2021 Notes for the Additional 2021 Notes. The form and terms of the 2019 Notes and 2021 Notes are identical in all material respects to the Additional Notes, except that the 2019 Notes and 2021 Notes do not contain restrictions on transfer. |
Interest on each series of the secured senior notes is payable semi-annually, in June and December of each year, to the holders of record of such secured senior notes at the close of business on June 1 or December 1, respectively, preceding such interest payment date. |
We may redeem, at any time, all or any portion of the 2019 Notes on not less than 30 and not more than 60 days’ prior notice mailed to the holders of the 2019 Notes to be redeemed. Prior to June 15, 2015, the 2019 Notes will be redeemable at a price equal to the principal amount of the 2019 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the indenture. On and after June 15, 2015, the 2019 Notes are redeemable at redemption prices specified in the 2019 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104 percent of the principal amount of the 2019 Notes being redeemed for the twelve months beginning June 15, 2015, decreasing to 102 percent for the year beginning June 15, 2016 and to par on and after June 15, 2017. |
We may redeem, at any time, all or any portion of the 2021 Notes on not less than 30 and not more than 60 days’ prior notice mailed to the holders of the 2021 Notes to be redeemed. Prior to June 15, 2016, the 2021 Notes will be redeemable at a price equal to the principal amount of the 2021 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the indenture. On and after June 15, 2016, the 2021 Notes are redeemable at redemption prices specified in the 2021 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104.125 percent of the principal amount of the 2021 Notes being redeemed for the twelve months beginning June 15, 2016, decreasing to 102.75 percent for the year beginning June 15, 2017, to 101.375 percent for the year beginning June 15, 2018 and to par on and after June 15, 2019. |
The secured senior notes are secured by a security interest that is junior to that of the Senior Credit Facilities in substantially all of our assets and the assets of our U.S. subsidiary guarantors, subject to certain exceptions. The collateral includes 100 percent of the equity interests in our domestic subsidiaries and 65 percent of the equity interests in certain foreign subsidiaries held directly by us and our U.S. subsidiary guarantors. |
The indenture includes affirmative covenants, including the reporting of financial results and other developments. The indenture also contains negative covenants related to our ability and, in certain instances, the ability of certain of our subsidiaries to, (i) pay dividends or make distributions on the Company’s capital stock or repurchase the Company’s capital stock; (ii) make restricted payments; (iii) create certain liens to secure indebtedness; (iv) enter into sale and leaseback transactions; (v) engage in transactions with affiliates; (vi) merge or consolidate with certain companies and (vii) transfer and sell assets. |
The indenture provides for customary events of default, including but not limited to, (i) nonpayment; (ii) breach of covenants in the indenture; (iii) payment defaults or acceleration of other indebtedness; (iv) a failure to pay certain judgments and (v) certain events of bankruptcy, insolvency and reorganization. If certain events of default occur and are continuing, the trustee or the holders of at least 25 percent in aggregate of the principal amount of the Notes outstanding under one of the series may declare all of the Notes of that series to be due and payable immediately, together with accrued interest, if any. As of December 31, 2014, we were in compliance with all covenants under the indenture. |
During the year ended December 31, 2014, we made net interest payments of $452 million on the outstanding secured senior notes. The $452 million of net interest payments were composed of $426 million that is included as a component of Net Cash Provided by Operating Activities in the accompanying Consolidated Statements of Cash Flows for the year ended December 31, 2014, and $26 million related to the repayment of the debt issuance premium on the Additional Notes, which is included in Net Cash Used in Financing Activities in the accompanying Consolidated Statements of Cash Flows for the year ended December 31, 2014. |
During each of the years ended December 31, 2013 and 2012, we made interest payments of $260 million on the outstanding Notes, which are included in Net Cash Provided by Operating Activities in the accompanying Consolidated Statements of Cash Flows. |
Canadian Health Care Trust Notes |
On December 31, 2010, FCA Canada Inc., formerly known as Chrysler Canada Inc., (“FCA Canada”) issued four unsecured promissory notes to an independent Canadian Health Care Trust (“HCT”) in an initial aggregate face value of $976 million ($974 million Canadian dollar, “CAD”), which we collectively refer to as the Canadian HCT Notes. These notes were issued as part of the settlement of its obligations with respect to retiree health care benefits for National Automobile, Aerospace, Transportation and General Workers Union of Canada (“CAW”, now part of Unifor) represented employees, retirees and dependents, which we refer to as the Canadian Health Care Trust Settlement Agreement. In addition, the Canadian HCT Notes had accrued interest from January 1, 2010 through December 31, 2010 of $80 million ($80 million CAD) and a $31 million ($31 million CAD) net premium. |
The terms of each of the notes are substantially similar and provide that each note will rank pari passu with all existing and future unsecured and unsubordinated indebtedness for borrowed money of FCA Canada, and that FCA Canada will not incur indebtedness for borrowed money that is senior in any respect in right of payment to the notes. |
Payments on the Canadian HCT Notes are due on June 30 of each year unless that day is not a business day in Canada, in which case payments are due on the next business day (“Scheduled Payment Date”). Interest is accrued at the stated rate of 9.0 percent per annum for the Canadian HCT tranche A and B notes. Accrued interest in excess of payments on the Canadian HCT tranche A and B notes is capitalized as additional debt on the Scheduled Payment Date. We are not required to make a payment on the Canadian HCT tranche C note until 2020. However, interest accrued at the stated rate of 7.5 percent per annum on the Canadian HCT tranche C note will be capitalized as additional debt on the Scheduled Payment Date through 2019. In July 2014, July 2013 and June 2012, $21 million, $25 million and $74 million, respectively, of interest accrued in excess of the scheduled payments was capitalized as additional debt. |
On June 30, 2014, we made a scheduled payment on the Canadian Health Care Trust tranche B note ("Canadian HCT Tranche B Note") of $64 million, which was composed of a $23 million principal payment and interest accrued through the payment date of $41 million. The $23 million Canadian HCT Tranche B Note principal payment consisted of $20 million of interest that was previously capitalized as additional debt with the remaining $3 million representing a repayment of the original principal balance. |
On January 2, 2014, we made a prepayment on the Canadian Health Care Trust tranche A note ("Canadian HCT Tranche A Note") of the scheduled payment due on June 30, 2014. The amount of the prepayment, determined in accordance with the terms of the Canadian HCT Tranche A Note, was $109 million and was composed of a $91 million principal payment and interest accrued through January 2, 2014 of $18 million. The $91 million Canadian HCT Tranche A Note principal payment consisted of $17 million of interest that was previously capitalized as additional debt with the remaining $74 million representing a prepayment of the original principal balance. |
In July 2013, we made a scheduled payment on the Canadian HCT Tranche B note of $66 million, which was composed of $44 million of interest accrued through the payment date and $22 million of interest that was previously capitalized as additional debt. |
On January 3, 2013, we made a prepayment on the Canadian HCT Tranche A Note of the scheduled payment due on July 2, 2013. The amount of the prepayment, determined in accordance with the terms of the Canadian HCT Tranche A Note, was $117 million and was composed of a $92 million principal payment and interest accrued through January 3, 2013 of $25 million. The $92 million Canadian HCT Tranche A Note principal payment consisted of $47 million of interest that was previously capitalized as additional debt with the remaining $45 million representing a prepayment of the original principal balance. |
In 2012, we made payments of $44 million on the Canadian HCT Notes, which included principal and interest accrued through the payment dates. The Canadian HCT tranche D note was fully repaid in 2012. |
The payments of capitalized interest are included as a component of Net Cash Provided by Operating Activities in the accompanying Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013. |
Mexico Development Banks Credit Facilities |
In July 2010, FCA Mexico, S.A. de C.V., formerly known as Chrysler de Mexico, S.A. de C.V., (“FCA Mexico”) our principal operating subsidiary in Mexico, entered into a financing arrangement with certain Mexican development banks which provides for a 15 year amortizing term loan facility equal to the Mexican peso equivalent of $400 million. The facility was fully drawn during July 2010 and was funded in Mexican pesos. Any amounts repaid on the facility cannot be re-borrowed. |
In December 2011, FCA Mexico entered into a financing arrangement with certain Mexican development banks which provides for a ten year amortizing term loan facility of 3.0 billion Mexican pesos. The facility was fully drawn during December 2011 and was funded in Mexican pesos. Principal payments on the loan are not required until 2016, and any amounts repaid cannot be re-borrowed. |
The terms of these loans are similar. FCA Mexico placed certain of its assets in special purpose trusts to secure repayment of the loans, including certain receivables and property, plant and equipment. As of December 31, 2014 and 2013, FCA Mexico had $44 million and $56 million, respectively, of cash on deposit with the trusts, which is included in Prepaid expenses and other assets in the accompanying Consolidated Balance Sheets. The loans require compliance with certain covenants, including, but not limited to, limitations on liens, incurrence of debt and asset sales. As of December 31, 2014, we were in compliance with all covenants under the facilities. |
VEBA Trust Note |
On June 10, 2009, and in accordance with the terms of a settlement agreement between us and the UAW, we issued a senior unsecured note with a face value of $4,587 million to the VEBA Trust. The VEBA Trust Note had an implied interest rate of 9.0 percent per annum and required annual payments of principal and interest on July 15. Scheduled VEBA Trust Note payments through 2012 did not fully satisfy the interest accrued at the implied rate of 9.0 percent per annum. In accordance with the agreement, the difference between a scheduled payment and the accrued interest through June 30 of the payment year was capitalized as additional debt on an annual basis. In July 2013, we made a scheduled payment of $600 million, which was composed of $441 million of interest accrued through the payment date and $159 million of interest that was previously capitalized as additional debt. In July 2012, we made a scheduled payment of $400 million on the VEBA Trust Note and $38 million of accrued interest was capitalized as additional debt. |
The payment of capitalized interest is included as a component of Net Cash Provided by Operating Activities in the accompanying Consolidated Statements of Cash Flows. |
As discussed above, the VEBA Trust Note was prepaid on February 7, 2014. |
Gold Key Lease |
We previously used special purpose entities to securitize future lease payments and vehicle residual values for the portfolio of vehicles under our Gold Key Lease financing program. We were the sole beneficiary of the consolidated assets from these VIEs and accordingly, we were considered to be the primary beneficiary. FCA Canada maintained our Gold Key Lease vehicle lease portfolio. The related vehicles were leased to Canadian consumers and were financed by asset-backed securitization facilities, as well as a 5.0 billion CAD secured revolving credit facility. In June 2012, we repaid the remaining outstanding balance of the asset-backed note payable. These obligations were primarily repaid out of collections from the operating leases and proceeds from the sales of the related vehicles. The Gold Key Lease program has wound down and the associated secured revolving credit facility was terminated effective October 10, 2014. No vehicles were added to the portfolio during the years ended December 31, 2014, 2013 or 2012. |
Amounts Available for Borrowing under Credit Facilities |
As of December 31, 2014, our $1.3 billion revolving credit facility remains undrawn and the Tranche B Term Loan due 2017, the Tranche B Term Loan due 2018 and the Mexican development banks credit facilities remain fully drawn. |