Debt | NOTE 8: DEBT The Company’s outstanding debt consist ed of the following for the periods presented: June 30, December 31, 2015 2014 (in millions) Short-Term Debt: Chinese Credit Facilities $ 1 $ 38 Term Loan - 40 Total Short-Term Debt $ 1 $ 78 Long-Term Debt: 2015 Credit Facility $ 290 $ - Term Loan - 260 Less: Unamortized discount and debt issuance costs (3 ) (1 ) Total Long-Term Debt $ 287 $ 259 2011 Credit Facility On December 20, 2011, we entered into a credit agreement, (the “ 2011 Credit Facility ”), which provided $ 600 million of borrowing including: — a term loan facility in an aggregate principal amount of $ 400 million with a term of five years due December 2016 (“Term Loan”); and — a revolving credit facility in an aggregate principal amount of $ 200 million available in U.S. dollars, Euros and British pound sterling with a term of five years expiring December 2016 (the “ 2011 Revolving Credit Facility”). On June 26, 2015, the entire outstanding principal on our Term Loan in the amount of $ 290 million was repaid with borrowings from our 2015 Credit Facility (described below) and the 2011 Credit Facility was subsequently terminated. The Company was able to repay the Term Loan debt and terminate the 2011 Credit Facility without premium or penalty. There was no resulting l oss on early extinguishment of this debt. During the three and six months ended June 30, 2015, we recorded total interest and commitment fees on our 2011 Credit Facility of $ 1 million and $ 3 million, respectively, to interest expense on our unaudited consolidated statements of operations. During the three and six months ended June 30, 2014, we recorded total interest and commitment fees on our 2011 Credit Facility of $ 2 million and $ 3 million, respectively, to interest expense on our unaudited consolidated statements of operations. There are no unpaid interest and commitment fee amounts as of June 30, 2015. 2015 Credit Facility On June 26, 2015 , we entered into a five year credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Europe Limited, as London Agent; Morgan Stanley Bank, N.A.; Bank of America, N.A.; BNP Paribas; SunTrust Bank; Wells Fargo Bank, National Association; Royal Bank of Canada; Barclays Bank PLC; U.S. Bank National Association; Citibank, N.A.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Goldman Sachs Bank USA; and Deutsche Bank AG New York Branch (the “ 2015 Credit Facility ”). The 2015 Credit Facility , among other things, provides for (i) a $ 1 billion unsecured revolving credit facility, (ii) an interest rate on borrowings and commitment fees based on the Company’s and its subsidiaries’ consolidated leverage ratio and (iii) uncommitted incremental revolving loan and term loan facilities, subject to compliance with a leverage covenant and other conditions. Any overdue amounts under or in respect of the revolving credit facility not paid when due shall bear interest at ( i ) in the case of principal, the applicable interest rate plus 2.00 % per annum, ( ii ) in the case of interest denominated in Sterling or Euro, the applicable rate plus 2.00 % per annum and ( ii ) in the case of interest denominated in US Dollars, 2.00 % per ann um plus the Alternate Base Rate plus the interest rate spread applicable to ABR loans . The Company may borrow from the revolving credit facility in U.S dollars, Euros and British pound sterling with a term of five years expiring June 26, 2020 . We immediately borrowed $ 290 million from th is revolving credit facility, which was used to repay all outstanding borrowings pursuant to the 2011 Credit Facility and is recorded in long term liabilities on our unaudited balance sheet as of June 30, 2015. There is no specific repayment date prior to the five-year maturity date for borrowings under this revolving credit facility. Based on the Company’s current leverage ratio, our borrowings bear interest at LIBOR plus 125 basis points , or the Eurocurrency Spread. The Company is currently borrowing under a one-month interest period of 1.44 % per annum, using a one-month interest period Eurocurrency Spread, which will reset periodically. Interest will be payable on a monthly basis while the Company is borrowing under the one-month interest rate period. We are also required to pay a quarterly commitment fee, on the daily unused portion of the revolving credit facility for each fiscal quarter and fees in connection with the issuance of letters of credit. Unused revolver capacity is currently subject to a commitment fee of 20.0 basis points, given the Company’s current leverage ratio. The 201 5 Credit Facility includes $ 40 million of borrowing capacity available for letters of credit and $ 40 million for borrowings on same-day notice. As of June 30, 2015, we had issued $ 2 million of outstanding letters of credit under the 2015 Credit Facility . During the three and six months ended June 30, 2015, total interest and commitment fees recorded under our 2015 Credit Facility to interest expense on our unaudited consolidated statements of operations were not material. All unpaid interest and commitment fee amounts as of June 30, 2015 were also not material. In connection with the 2015 Credit Facility , we incurred lender fees and debt financing costs totaling $ 3 million, which were recorded as a reduction of the 2015 Credit Facility borrowings and reported in l ong-term debt on the unaudited consolidated balance sheet as of June 30, 2015. These costs will be amortized over the term of the 2015 Credit Facility using the effective interest rate method and will be recorded to interest expense on our unaudited consolidated statements of operations. We may voluntarily repay any outstanding borrowing under the 2015 Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Certain wholly-owned domestic subsidiaries of the Company have agreed to guarantee the Company’s obligations under the 2015 Credit Facility . The 2015 Credit Facility contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The 2015 Credit Facility also requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the 2015 Credit Facility will be entitled to take various actions, including the acceleration of all amounts due under 2015 Credit Facility . As of June 30, 2015, we are in compliance with all of our debt covenants. The full text of the credit agreement entered into in connection with the 2015 Credit Facility is incorporated by reference in this Quarterly Report to Exhibit 10.1 of the Company’s current report on Form 8 - K filed June 30, 2015 . Chinese Credit Facilities In addition to our borrowings under the 2015 Credit Facility , we maintain our Chinese Credit Facilities. As of June 30, 2015 and December 31, 2014, we had short-term borrowings outstanding of $1 million and $ 38 million, respectively. Certain of our Chinese subsidiaries are entered into a RMB 189,000,000 (approximately $ 30 million), one -year revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that is currently subject to review on a periodic basis with no specific expiration period. Our Chinese Credit Facility—BOA currently bears interest at a rate based on 100 % of the People’s Bank of China’s base rate, which was 4.85 % as of June 30, 2015 . During the three months ended June 30, 2015, the Company made a $ 22 million repayment of our outstanding borrowings on our Chinese Credit Facilities - BOA. As of June 30, 2015, we had $ 1 million of outstanding borrowings from the Chinese Credit Facility—BOA. In addition, certain of our Chinese subsidiaries are entered into a RMB 125,000,000 (approximately $ 20 million) one -year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit Facility—JPM”). Our Chinese Credit Facility—JPM currently also bears interest at a rate based on 100 % of the People’s Bank of China’s base rate, which was 4.85 % as of June 30, 2015 . During the three months ended June 30, 2015, the Company made a $ 19 million repayment of our outstanding borrowings on our Chinese Credit Facilities - JPM. As of June 30, 2015, there are no outstanding borrowings under our Chinese Credit Facility – JPM . |