INDEBTEDNESS | INDEBTEDNESS Debt at June 29, 2019 and December 31, 2018 was comprised of the following: June 29, 2019 December 31, 2018 Domestic revolving loan facility $ 15.0 $ — Term loan, due in June 2022 100.0 — Former term loan (1) — 140.0 5.625% senior notes, due in August 2024 300.0 300.0 5.875% senior notes, due in August 2026 300.0 300.0 Other indebtedness (2) 24.1 33.1 Less: deferred financing fees (3) (7.5 ) (8.0 ) Total debt 731.6 765.1 Less: short-term debt 23.5 26.0 Less: current maturities of long-term debt 0.1 20.8 Total long-term debt $ 708.0 $ 718.3 (1) This formerly outstanding term loan was fully repaid during the three and six months ended June 29. 2019, as described further below under “Senior Credit Facilities.” (2) Primarily includes finance lease obligations (previously “capital lease obligations” in 2018 under prior accounting guidance) of $0.6 and $7.2 and balances under a purchase card program of $22.6 and $23.0 as of June 29, 2019 and December 31, 2018 , respectively. The purchase card program allows for payment beyond customary payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. See Note 2 for further discussion regarding our adoption of a new lease accounting standard during the first quarter of 2019 and the impact of such adoption on our capital lease obligations. (3) Deferred financing fees were comprised of fees related to the term loan and senior notes. As described further below under “Senior Credit Facilities,” we amended and restated our senior credit facilities in June 2019. In connection with this amendment, we recognized $1.0 of expense, classified as a component of “Interest expense, net” in our accompanying condensed consolidated statements of operations during the three and six months ended June 29, 2019, related to the write-off of deferred financing fees resulting from the extinguishment of the term loan and other facilities of our former senior credit facility. Senior Credit Facilities On June 27, 2019, we amended and restated our senior credit facilities with a syndicate of lenders that provide for committed senior secured financing in the aggregate initial principal amount of $750.0 , consisting of the following: • A term loan facility in an aggregate initial principal amount of $100.0 , with a final maturity of June 27, 2022; • A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to $200.0 , with a final maturity of June 27, 2024; • A global revolving credit facility, available for loans in Euros, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $300.0 , with a final maturity of June 27, 2024; and • A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees in Euros, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $150.0 , with a final maturity of June 27, 2024. We also may seek additional commitments, without consent from the existing lenders, to add an incremental term loan facility and/or increase the commitments in respect of the domestic revolving credit facility, the global revolving credit facility, and/or the bilateral foreign credit instrument facility by an aggregate principal amount not to exceed (a) the greater of (i) $275.0 and (ii) an amount equal to 100% of consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date plus (b) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (as defined in the amended and restated credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of cash and cash equivalents) at the date of determination secured by liens to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 2.75 :1.00 plus (c) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the domestic revolving credit facility, the global revolving credit facility, and the bilateral foreign credit instrument facility. We are the borrower under all of the senior credit facilities, and we may designate certain of our foreign subsidiaries to be co-borrowers under the global revolving credit facility and the bilateral foreign credit instrument facility (“FCI”). All borrowings and other extensions of credit under our senior credit facilities are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The interest rates applicable to loans under our senior credit facilities are, at our option, equal to either (x) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5% , (b) the prime rate of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0% ) or (y) a reserve-adjusted LIBOR rate for dollars (Eurodollar) plus, in each case, an applicable margin percentage, which varies based on our Consolidated Leverage Ratio (as defined in the amended and restated credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of cash and cash equivalents) at the date of determination to consolidated adjusted EBITDA, as defined in the amended and restated credit agreement, for the four fiscal quarters ended most recently before such date). We may elect interest periods of one, two, three or six months (and, if consented to by all relevant lenders, twelve months or less) for Eurodollar rate borrowings. The per annum fees charged and the interest rate margins applicable to Eurodollar rate and alternate base rate loans are as follows: Consolidated Leverage Ratio Domestic Revolving Commitment Fee Global Revolving Commitment Fee Financial Letter of Credit Fee FCI Commitment Fee FCI Fee and Non-Financial Letter of Credit Fee Eurodollar Rate Loans ABR Loans Greater than or equal to 3.50 to 1.0 0.300% 0.300% 2.000% 0.300% 1.200% 2.000% 1.000% Between 3.50 to 1.0 and 2.50 to 1.0 0.275% 0.275% 1.750% 0.275% 1.050% 1.750% 0.750% Between 2.50 to 1.0 and 1.50 to 1.0 0.250% 0.250% 1.500% 0.250% 0.900% 1.500% 0.500% Less than 1.50 to 1.0 0.225% 0.225% 1.250% 0.225% 0.750% 1.250% 0.250% The fees for bilateral foreign credit commitments are as specified above for foreign credit instrument commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit at the rate of 0.125% per annum. Our senior credit facilities require mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by the Company or its subsidiaries. Mandatory prepayments are applied to repay, first, amounts outstanding under any term loans and, then, amounts (or cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds. In the case of our planned divestiture of a substantial portion of the Company’s former Power and Energy reportable segment, the divestiture is allowed under the credit agreement; however, if, after giving effect on a Pro Forma basis (as defined in the amended and restated credit agreement), our Consolidated Leverage Ratio (as defined in the amended and restated credit agreement) is greater than 3.75 to 1.0, then 100% of the net proceeds received in connection with the disposition shall be used first, for the prepayment of then-outstanding long-term indebtedness, and second, for the prepayment of any then-outstanding domestic revolving loans and global revolving loans. We may voluntarily prepay loans under our senior credit facilities, in whole or in part, without premium or penalty. Any voluntary prepayment of loans is subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of Eurodollar rate borrowings other than on the last day of the relevant interest period. Indebtedness under our senior credit facilities is guaranteed by: • Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and • The Company with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility and the bilateral foreign credit instrument facility. Indebtedness under our senior credit facilities is secured by (i) a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by the Company or its domestic subsidiary guarantors and 65% of the capital stock of our material first-tier foreign subsidiaries (with certain exceptions) and (ii) first priority security interests, mortgages, and other liens on substantially all of the assets of the Company and its domestic subsidiary guarantors. If the Company’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults exist or would result therefrom, then all collateral security will be released and the indebtedness under our senior credit facilities will be unsecured. Our senior credit facilities require that we maintain: • A Consolidated Interest Coverage Ratio (as defined in the amended and restated credit agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least 3.00 to 1.00; and • A Consolidated Leverage Ratio (as defined in the amended and restated credit agreement) as of the last day of any fiscal quarter of not more than 4.00 to 1.00. Our senior credit facilities also contain covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. Our senior credit facilities contain customary representations, warranties, affirmative covenants and events of default. We are permitted under our senior credit facilities to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio, as defined in the amended and restated credit agreement, is (after giving pro forma effect to such payments) less than 2.50 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.50 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (a) $100.0 in any fiscal year plus (b) an additional amount for all such repurchases and dividend declarations made after June 27, 2019 equal to the Available Amount (as defined in the amended and restated credit agreement as the sum of (i) $300.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the amended and restated credit agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from June 27, 2019, to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts specified in the amended and restated credit agreement. The proceeds of the initial borrowing under the senior credit facilities were used in substantial part to refinance indebtedness outstanding under our former senior credit facilities. A detailed description of our senior notes and former senior credit facilities is included in our consolidated financial statements included in our 2018 Annual Report on Form 10-K. The weighted-average interest rate of outstanding borrowings under our senior credit facilities was approximately 4.0% and 4.3% at June 29, 2019 and December 31, 2018 , respectively. At June 29, 2019 , we had $479.2 of borrowing capacity under our revolving credit facilities after giving effect to borrowings of $15.0 under the domestic revolving loan facility and $5.8 reserved for outstanding letters of credit. In addition, at June 29, 2019 , we had $59.5 of available issuance capacity under our foreign credit instrument facilities after giving effect to $90.5 reserved for outstanding bank guarantees. In addition, we had $16.5 of bank guarantees outstanding under the senior credit facilities that, once satisfied, cannot be reissued. At June 29, 2019 , in addition to the revolving lines of credit described above, we had approximately $8.8 of letters of credit outstanding under separate arrangements in China and India. At June 29, 2019 , we were in compliance with all covenants of our senior credit facilities and senior notes. In May 2019, we terminated our former trade receivables financing arrangement. There were no outstanding borrowings under this former facility at the date of termination, and the write-off of deferred financing fees related to this former facility, during the three and six months ended June 29, 2019, was less than $0.1 . |