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Debt
12 Months Ended
Dec. 31, 2012
Debt

Note 13. Debt

The Company’s debt at December 31, 2012 and 2011 consisted of the following:

 

     2012     2011  

Borrowings under credit agreement

   $ —         $ 65.0   

5.625% senior notes due January 15, 2012

     —           158.6   

4.95% senior notes due April 1, 2014

     258.1        599.5   

5.50% senior notes due May 15, 2015

     299.9        399.8   

8.60% senior notes due August 15, 2016

     347.4        346.8   

6.125% senior notes due January 15, 2017

     523.3        522.9   

7.25% senior notes due May 15, 2018

     600.0        600.0   

11.25% senior notes due February 1, 2019(a)

     172.2        172.2   

8.25% senior notes due March 15, 2019

     450.0        —     

7.625% senior notes due June 15, 2020

     400.0        400.0   

8.875% debentures due April 15, 2021

     80.9        80.9   

6.625% debentures due April 15, 2029

     199.4        199.3   

8.820% debentures due April 15, 2031

     69.0        69.0   

Other(b)

     38.4        46.5   
  

 

 

   

 

 

 

Total debt

     3,438.6        3,660.5   

Less: current portion

     (18.4     (243.7
  

 

 

   

 

 

 

Long-term debt

   $ 3,420.2      $ 3,416.8   
  

 

 

   

 

 

 

 

(a) On May 17, 2011, June 14, 2012, August 2, 2012 and September 20, 2012, the interest rate on the 11.25% senior notes due February 1, 2019 was increased to 11.75%, 12.0%, 12.25% and 12.50%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

 

(b) Includes miscellaneous debt obligations, fair value adjustments to the 4.95% senior notes due April 1, 2014 and 8.25% senior notes due March 15, 2019 related to the Company’s fair value hedges and capital leases.

The fair values of the senior notes and debentures, which were determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was less than its book value by approximately $3.7 million and $80.1 million at December 31, 2012 and 2011, respectively.

On October 15, 2012, the Company entered into a $1.15 billion senior secured revolving credit facility (the “Credit Agreement”) which expires October 15, 2017. Borrowings under the Credit Agreement bear interest at a base or Eurocurrency rate plus an applicable margin determined at the time of the borrowing. In addition, the Company pays facility commitment fees. The applicable margin and rate for the facility commitment fees are set at agreed upon pricing levels until April 15, 2013 and will fluctuate thereafter dependent on the Credit Agreement’s credit ratings. The Credit Agreement replaced the Company’s previous $1.75 billion unsecured revolving credit agreement (the “Previous Credit Agreement”) which was due to expire on December 17, 2013. All amounts outstanding under the Previous Credit Agreement were repaid with borrowings under the Credit Agreement resulting in a $4.0 million pre-tax loss on debt extinguishment related to unamortized debt issuance costs. The Credit Agreement is used for general corporate purposes, including acquisitions and letters of credit. The Company’s obligations under the Credit Agreement are guaranteed by material domestic subsidiaries and are secured by a pledge of the equity interests of certain subsidiaries, including most of its domestic subsidiaries, and a security interest in substantially all of the domestic current assets and mortgages of certain domestic real property of the Company.

The Credit Agreement is subject to a number of covenants, including a minimum interest coverage ratio and a maximum leverage ratio, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets and may also limit the use of proceeds. The Credit Agreement generally allows annual dividend payments of up to $200.0 million in aggregate, though additional dividends may be allowed subject to certain conditions.

On March 13, 2012, the Company issued $450.0 million of 8.25% senior notes due March 15, 2019. Interest on the notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2012. The net proceeds from the offering and cash on hand were used to repurchase $341.8 million of the 4.95% senior notes due April 1, 2014 and $100.0 million of the 5.50% senior notes due May 15, 2015. The repurchases resulted in a pre-tax loss on debt extinguishment of $12.1 million for the year ended December 31, 2012, consisting of a loss of $23.2 million related to the premiums paid, unamortized debt issuance costs and other expenses, partially offset by the elimination of $11.1 million of the fair value adjustment on the 4.95% senior notes.

On January 15, 2012, proceeds from borrowings under the Previous Credit Agreement were used to pay the $158.6 million 5.625% senior notes that matured on January 15, 2012.

On June 1, 2011, the Company issued $600.0 million of 7.25% senior notes due May 15, 2018. Interest on the notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2011. The net proceeds from the offering were used to repurchase $216.2 million of the 11.25% senior notes due February 1, 2019, $100.0 million of the 6.125% senior notes due January 15, 2017 and $100.0 million of the 5.50% senior notes due May 15, 2015. The remaining net proceeds were used for general corporate purposes and to repay outstanding borrowings under the Previous Credit Agreement. On September 28, 2011, the Company repurchased an additional $11.6 million of the 11.25% senior notes due February 1, 2019. The repurchases resulted in pre-tax losses on debt extinguishment of $69.9 million for the year ended December 31, 2011.

As of December 31, 2012, the Company had no borrowings outstanding under the Credit Agreement. The weighted average interest rate on borrowings under the Credit Agreement and Previous Credit Agreement during the years ended December 31, 2012 and 2011 was 2.19% and 2.08% per annum, respectively.

Additionally, the Company had $170.0 million in credit facilities (the “Foreign Facilities”) at its foreign locations, most of which are uncommitted. As of December 31, 2012 and 2011, total borrowings under the Credit Agreement, Previous Credit Agreement and the Foreign Facilities (the “Combined Facilities”) were $10.4 million and $82.2 million, respectively. As of December 31, 2012, the Company had $71.1 million in outstanding letters of credit. At December 31, 2012, approximately $1.3 billion was available under the Company’s Combined Facilities.

At December, 31, 2012, the future maturities of debt, including capitalized leases, were as follows:

 

     Amount  

2013

   $ 18.4   

2014

     259.2   

2015

     304.1   

2016

     350.7   

2017

     525.0   

2018 and thereafter

     1,972.2   
  

 

 

 

Total

   $ 3,429.6   
  

 

 

 

The following table summarizes interest expense included in the Consolidated Statements of Operations:

 

     2012     2011     2010  

Interest incurred

   $ 271.1      $ 259.8      $ 233.3   

Less: interest income

     (15.2     (13.6     (9.1

Less: interest capitalized as property, plant and equipment

     (4.1     (2.9     (1.6
  

 

 

   

 

 

   

 

 

 

Interest expense, net

   $ 251.8      $ 243.3      $ 222.6   
  

 

 

   

 

 

   

 

 

 

Interest paid net of interest received was $250.1 million, $252.2 million and $235.2 million in 2012, 2011 and 2010, respectively.