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Financing Arrangements
12 Months Ended
Apr. 25, 2014
Financing Arrangements

9. Financing Arrangements

Long-term Debt

The following table summarizes the carrying value of our long-term debt (in millions):

 

     April 25, 2014     April 26, 2013  
     Amount     Effective
Interest Rate
    Amount     Effective
Interest Rate
 

2.00% Senior Notes Due 2017

   $ 750.0        2.25   $ 750.0        2.25

3.25% Senior Notes Due 2022

     250.0        3.43     250.0        3.43

1.75% Convertible Notes Due 2013

     0.0        N/A        1,264.9        6.31
  

 

 

     

 

 

   

Total principal amount

     1,000.0          2,264.9     

Less: Unamortized discount

     (4.5       (12.5  
  

 

 

     

 

 

   

Total debt

     995.5          2,252.4     

Less: Current portion

     (0.0       (1,257.8  
  

 

 

     

 

 

   

Total long-term portion

   $ 995.5        $ 994.6     
  

 

 

     

 

 

   

 

N/A — Not Applicable

Senior Notes

Our Senior Notes, issued in December 2012, are unsecured, unsubordinated obligations, which pay interest semi-annually on June 15 and December 15 and rank equally in right of payment with any future senior unsecured indebtedness. Interest expense associated with the Senior Notes was $ 25.1 million and $9.4 million for the years ended April 25, 2014 and April 26, 2013, respectively.

We may redeem the Senior Notes in whole or in part, at any time at our option at specified redemption prices. In addition, upon the occurrence of certain change of control triggering events, we may be required to repurchase the Senior Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase. The Senior Notes also include covenants that limit our ability to incur debt secured by liens on assets or on shares of stock or indebtedness of our subsidiaries; to engage in sale and lease-back transactions; and to consolidate, merge or sell all or substantially all of our assets. As of April 25, 2014, we were in compliance with all covenants associated with the Senior Notes.

1.75% Convertible Senior Notes due 2013

On June 10, 2008, we issued $1,265.0 million aggregate principal amount of 1.75% Convertible Senior Notes (the Convertible Notes) with a maturity date of June 1, 2013. The Convertible Notes were unsecured, unsubordinated obligations of the Company and paid interest in cash semi-annually at a rate of 1.75% per annum. Upon maturity, the Convertible Notes were converted into shares of common stock at a conversion rate of 31.40 shares of common stock per $1,000 principal amount of the Convertible Notes (which represented the effective conversion price of $31.85 per share). Upon conversion in June 2013, the holders received cash for the principal amount of the Convertible Notes and an aggregate of 4.9 million shares of common stock for the $178.9 million excess of the conversion value over the principal amount.

 

We separately accounted for the liability and equity components of the Convertible Notes. The initial debt component of the Convertible Notes was valued at $1,017.0 million based on the contractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 6.31%, with the equity component representing the residual amount of the proceeds of $248.0 million which was recorded as a debt discount. Issuance costs were allocated pro-rata based on the relative initial carrying amounts of the debt and equity components. As a result, $5.2 million of the issuance costs was allocated to the equity component of the Convertible Notes, and $21.4 million of the issuance costs remained classified as other non-current assets. The debt discount and the issuance costs allocated to the debt component were amortized as additional interest expense over the term of the Convertible Notes using the effective interest method.

Convertible Note Hedges and Warrants

Concurrent with the issuance of the Convertible Notes, we purchased Convertible Note hedges and sold warrants. The separate Convertible Note Hedge and warrant transactions were structured to reduce the potential future economic dilution associated with the conversion of the Convertible Notes.

 

   

Convertible Note Hedges: As of April 26, 2013, we had arrangements with counterparties to buy up to approximately 31.8 million shares of our common stock, at a price of $31.85 per share. In June 2013, concurrent with the repayment and conversion of the Convertible Notes, we exercised the Convertible Note hedges that were net settled for an aggregate of 3.9 million shares from the counterparties. No hedges were outstanding as of April 25, 2014.

 

   

Warrants: As of April 26, 2013, we had outstanding warrants for certain counterparties to acquire 39.7 million shares of our common stock at an exercise price of $41.28 per share. The warrants were exercisable on a series of days commencing on September 3, 2013 and ending on October 28, 2013. The number of warrants and exercise price were adjusted in fiscal 2014 to reflect cash dividends declared during that period. During fiscal 2014, 31.9 million warrants were exercised at a weighted-average price of $43.09 and were net settled with 1.1 million shares of our common stock, equal to the difference between the market price on the date of exercise and the exercise price of the warrants on their respective exercise dates. No warrants were outstanding as of April 25, 2014.

Interest Expense on Convertible Notes

The following table presents the amount of interest expense related to the Convertible Notes (in millions):

 

     Year Ended  
     April 25,
2014
     April 26,
2013
    April 27,
2012
 

Contractual coupon interest expense

   $ 2.5       $ 22.0      $ 22.0   

Amortization of debt discount

     7.1         55.5        52.0   

Amortization of debt issuance costs

     0.6         4.8        4.5   

Less capitalized interest

     0.0         (1.1     (5.0
  

 

 

    

 

 

   

 

 

 

Total interest expense related to Convertible Notes

   $ 10.2       $ 81.2      $ 73.5   
  

 

 

    

 

 

   

 

 

 

 

Debt Maturities

As of April 25, 2014, our aggregate future principal debt maturities are as follows (in millions):

 

Fiscal Year

   Amount  

2018

   $ 750.0   

Thereafter

     250.0   
  

 

 

 

Total

   $ 1,000.0   
  

 

 

 

Credit Facility

In December 2012, we entered into a credit agreement with a syndicated group of lenders that is scheduled to expire on December 21, 2017 and provides for an unsecured $250.0 million revolving credit facility that is comprised of revolving loans, Eurocurrency loans and/or swingline loans. The credit facility includes a $100.0 million foreign currency sub-facility, a $50.0 million letter of credit sub-facility and a $10.0 million swingline sub-facility available on same-day notice. Available borrowings under the credit facility are reduced by the amount of any outstanding borrowings on the sub-facilities. We may also, subject to certain requirements, request an increase in the facility up to an additional $100.0 million and request two additional one-year extensions, subject to certain conditions. The proceeds from the facility may be used by us for general corporate purposes.

Borrowings under the facility, except for swingline loans, accrue interest in arrears at an alternate base rate as defined in the credit agreement or, at our option, an adjusted London Interbank Offered Rate (LIBOR) plus in each case, a spread (based on our public debt ratings and the type of loan) ranging from 0.2% to 1.2%. Swingline borrowings accrue interest at an alternate base rate. In addition, we are required to pay fees to maintain the credit facility, whether or not we have outstanding borrowings. The facility contains financial covenants requiring us to maintain a maximum leverage ratio of not more than 3.0:1.0 and a minimum interest coverage ratio of not less than 3.5:1.0. The facility contains customary affirmative and negative covenants, including covenants that limit our ability to incur debt secured by liens on assets or indebtedness of our subsidiaries and to consolidate, merge or sell all or substantially all of our assets. As of April 25, 2014, no borrowings were outstanding under the facility and we were in compliance with all covenants associated with the facility.

Other Long-Term Financing Arrangements

The following presents the amounts due under other long-term financing arrangements (in millions):

 

     April 25,
2014
    April 26,
2013
 

Other long-term financing arrangements

   $ 13.1      $ 10.8   

Less: current portion

     (6.6     (5.2
  

 

 

   

 

 

 

Non-current portion of other long-term financing arrangements

   $ 6.5      $ 5.6