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DEBT
9 Months Ended
Sep. 30, 2011
DEBT [Abstract] 
DEBT

8.             DEBT

 

                Short-term borrowings and current portion of long-term debt at September 30, 2011 and December 31, 2010 consisted of the following:

 

 

 

September 30,

2011

 

December 31, 2010

 

 

 

 

 

Secured Receivables Credit Facility

 

$         85,000

 

$                 -

Current portion of long-term debt

 

         750,910

 

        348,996

    Total short-term borrowings and current portion of long-term debt

 

 

$       835,910

 

 

$      348,996

 


Long-term debt at September 30, 2011 and December 31, 2010 consisted of the following:

 

 

 

September 30,

2011

 

December 31, 2010

 

 

 

 

 

Senior Notes due July 2011

 

$                -

 

$    159,234

Term Loan due May 2012

 

      742,000

 

      742,000

Floating Rate Senior Notes due March 2014

 

      200,000

 

                 -

Senior Notes due November 2015

 

      499,347

 

      499,227

Senior Notes due April 2016

 

      311,773

 

                 -

Senior Notes due July 2017

 

      374,541

 

      374,480

Senior Notes due January 2020

 

      536,149

 

      503,770

Senior Notes due April 2021

 

      549,129

 

                 -

Senior Notes due July 2037

 

      420,958

 

      420,840

Senior Notes due January 2040

 

      438,218

 

      243,422

Other

 

        46,642

 

        47,183

    Total long-term debt

 

   4,118,757

 

   2,990,156

Less: current portion of long-term debt

 

      750,910

 

      348,996

    Total long-term debt, net of current portion

 

$ 3,367,847

 

$ 2,641,160

 

2011 Senior Notes Offering

 

On March 24, 2011, the Company completed a $1.25 billion senior notes offering (the "2011 Senior Notes"). The 2011 Senior Notes were sold in four tranches: (a) $200 million aggregate principal amount of three-month LIBOR plus 0.85% floating rate senior notes due March 24, 2014 (the "Floating Rate Senior Notes due 2014"), issued at par, (b) $300 million aggregate principal amount of 3.20% senior notes due April 1, 2016 (the "Senior Notes due 2016"), issued at a discount of $0.3 million, (c) $550 million aggregate principal amount of 4.70% senior notes due April 1, 2021 (the "Senior Notes due 2021"), issued at a discount of $0.9 million and (d) $200 million aggregate principal amount of 5.75% senior notes due January 30, 2040 (the "Senior Notes due 2040"), issued at a discount of $5.5 million. The Senior Notes due 2040 are a reopening of the $250 million aggregate principal amount of 5.75% Senior Notes due 2040 issued on November 17, 2009. After considering the discounts, the effective interest rates on the Senior Notes due 2016, the Senior Notes due 2021 and the Senior Notes due 2040 are 3.22%, 4.72% and 5.95%, respectively. The Floating Rate Senior Notes due 2014 require quarterly interest payments, which commenced on June 24, 2011. The three-month LIBOR was 0.37% at September 30, 2011. The Senior Notes due 2016 and the Senior Notes due 2021 require semi-annual interest payments, which commenced on October 1, 2011. The Senior Notes due 2040 require semi-annual interest payments, which commenced on July 30, 2011. The 2011 Senior Notes are unsecured obligations of the Company and rank equally with the Company's other unsecured obligations. The 2011 Senior Notes do not have a sinking fund requirement and are guaranteed by certain of the Company's domestic, wholly-owned subsidiaries (the "Subsidiary Guarantors").

 

The Company incurred $10.4 million of costs associated with the 2011 Senior Notes, which is being amortized over the term of the related debt.

 

The Company used $750 million of the net proceeds from the 2011 Senior Notes to fund the purchase price and related transaction costs associated with its acquisition of Athena, which closed on April 4, 2011 (see Note 4), and $485 million of the net proceeds, together with $90 million of cash on hand, to repay outstanding indebtedness under the Company's senior unsecured revolving credit facility and its secured receivables credit facility.

 

As further discussed in Note 9, the Company has hedged its interest rate exposure on a portion of the Senior Notes due 2016 and on a portion of the Senior Notes due 2020 which have been designated as fair value hedges. The carrying value of the Senior Notes due 2016 has been increased by the fair value of the related hedge of $12.0 million in the consolidated balance sheet as of September 30, 2011.  At September 30, 2011 and December 31, 2010, the carrying value of the Senior Notes due 2020 has been increased by the fair value of the related hedge of $42.3 million and $10.5 million, respectively.

 

Senior Unsecured Revolving Credit Facility

 

In September 2011, the Company entered into a $750 million senior unsecured revoling credit facility (the "Credit Facility") which replaced the Company's then existing $750 million senior unsecured revolving credit facility that was scheduled to mature in May 2012. Interest on the Credit Facility, which matures in September 2016, is based on certain published rates plus an applicable margin that will vary over a range from 75 basis points to 175 basis points based on changes in the Company's public debt ratings. At the option of the Company, it may elect to lock into LIBOR-based interest rates for periods up to six months. Interest on any outstanding amounts not covered under LIBOR-based interest rate contracts is based on an alternate base rate, which is calculated by reference to the prime rate, the federal funds rate or an adjusted LIBOR rate. At September 30, 2011, the Company's borrowing rate for LIBOR-based loans under the Credit Facility was LIBOR plus 1.125%.  At December 31, 2010, the Company's borrowing rate for LIBOR-based loans under its then existing senior unsecured revolving credit facility was LIBOR plus 0.40%. The Credit Facility is currently guaranteed by the Subsidiary Guarantors.  The Company expects that the guarantees provided by the Subsidiary Guarantors will no longer be required principally upon the full repayment of the amounts outstanding under the term loan due May 2012.  The Credit Facility contains various covenants, including the maintenance of certain financial ratios, which could impact the Company's ability to, among other things, incur additional indebtedness. At both September 30, 2011 and December 31, 2010, there were no outstanding borrowings under the Company's senior unsecured revolving credit facility.

 

As of September 30, 2011, long-term debt matures as follows:

 

Fiscal Year Ending December 31,

 

Remainder of 2011    

$     184,201

2012

       568,754

2013    

           8,357

2014    

       207,962

2015    

       505,411

2016    

       301,210

Thereafter    

    2,312,747

    Total maturities of debt    

    4,088,642

Unamortized discount    

        (24,216)

Fair value basis adjustment attributable to hedged debt    

         54,331

    Total debt

    4,118,757

Less : current portion of long-term debt

       750,910

    Total long-term debt, net of current portion    

$  3,367,847

 

            A full description of the terms of the Company's indebtedness and related service requirements is contained in Note 10 to the Consolidated Financial Statements in the Company's 2010 Annual Report on Form 10-K.