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Debt
12 Months Ended
Dec. 31, 2013
Debt

 

Note 13. Debt

The Company’s debt at December 31, 2013 and 2012 consisted of the following:

 

 

  

2013

 

 

2012

 

4.95% senior notes due April 1, 2014

  

 $

258.2

  

  

 $

258.1

  

5.50% senior notes due May 15, 2015

  

 

200.0

  

  

 

299.9

  

8.60% senior notes due August 15, 2016

  

 

218.7

  

  

 

347.4

  

6.125% senior notes due January 15, 2017

  

 

250.8

  

  

 

523.3

  

7.25% senior notes due May 15, 2018

  

 

350.0

  

  

 

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

  

  

 

450.0

  

7.625% senior notes due June 15, 2020

  

 

400.0

  

  

 

400.0

  

7.875% senior notes due March 15, 2021

  

 

448.0

  

  

 

  

8.875% debentures due April 15, 2021

  

 

80.9

  

  

 

80.9

  

7.00% senior notes due February 15, 2022

  

 

400.0

  

  

 

  

6.50% senior notes due November 15, 2023

  

 

350.0

  

  

 

  

6.625% debentures due April 15, 2029

  

 

199.4

  

  

 

199.4

  

8.820% debentures due April 15, 2031

  

 

69.0

  

  

 

69.0

  

Other(b)

  

 

10.7

  

  

 

38.4

  

Total debt

  

 

3,857.9

  

  

 

3,438.6

  

Less: current portion

  

 

(270.9

)  

  

 

(18.4

Long-term debt

  

$

3,587.0

  

  

$

3,420.2

  

(a)

As of December 31, 2013 and 2012, the interest rate on the 11.25% senior notes due February 1, 2019 was 12.75% 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 greater than its book value by approximately $343.4 million and less than its book value by approximately $3.7 million at December 31, 2013 and 2012, respectively.

There were no borrowings outstanding under the Company’s $1.15 billion senior secured revolving credit facility (the “Credit Agreement”) as of December 31, 2013 and 2012. The weighted average interest rate on borrowings under the Credit Agreement and the Company’s previous $1.75 billion revolving credit facility (the “Previous Credit Agreement”) during the years ended December 31, 2013 and 2012 was 2.00% and 2.19%, respectively.

On November 12, 2013, the Company issued $350.0 million of 6.50% senior notes due November 15, 2023. Interest on the notes is payable semi-annually on May 15 and November 15, commencing on May 15, 2014. The net proceeds from the offering, along with cash on hand and borrowings under the Credit Agreement, were used to finance the cash portion of the acquisition of Consolidated Graphics, Inc. (“Consolidated Graphics”) and for general corporate purposes.

On August 26, 2013, the Company issued $400.0 million of 7.00% senior notes due February 15, 2022. Interest on the notes is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2014. The net proceeds from the offering were used to repurchase $200.0 million of the 7.25% senior notes due May 15, 2018, $100.0 million of the 5.50% senior notes due May 15, 2015 and $100.0 million of the 6.125% senior notes due January 15, 2017. The repurchases resulted in a pre-tax loss on debt extinguishment of $46.3 million for the year ended December 31, 2013 related to the premiums paid, unamortized debt issuance costs and other expenses.

On March 14, 2013, the Company issued $450.0 million of 7.875% senior notes due March 15, 2021. Interest on the notes commenced on September 15, 2013 and is payable semi-annually on March 15 and September 15 of each year. The net proceeds from the offering were used to repurchase $173.5 million of the 6.125% senior notes due January 15, 2017, $130.2 million of the 8.60% senior notes due August 15, 2016 and $50.0 million of the 7.25% senior notes due May 15, 2018 and to reduce borrowings under the Credit Agreement. The repurchases resulted in a pre-tax loss on debt extinguishment of $35.6 million for the year ended December 31, 2013 related to the premiums paid, unamortized debt issuance costs and other expenses.

On October 15, 2012, the Company entered into a $1.15 billion 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 which fluctuate dependent on the Credit Agreement’s credit ratings. The Credit Agreement replaced 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, as defined and calculated pursuant to the Credit Agreement, 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. 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 commenced on September 15, 2012 and is payable semi-annually on March 15 and September 15 of each year. 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.

As of December 31, 2013, the Company had $76.7 million in outstanding letters of credit, of which $43.7 million were issued under the Credit Agreement. The letters of credit issued under the Credit Agreement did not reduce availability under the Credit Agreement as of December 31, 2013 as the amount issued was less than the reduction in availability from the Leverage Ratio covenant. Additionally, the Company had $176.0 million in other uncommitted credit facilities, primarily outside the U.S., (the “Other Facilities”). As of December 31, 2013, letters of credit, guarantees and factoring arrangements of $12.8 million were issued, and reduced availability, under the Company’s Other Facilities. As of December 31, 2013 and 2012, total borrowings under the Credit Agreement and the Other Facilities (the “Combined Facilities”) were $9.1 million and $10.4 million, respectively.     

At December, 31, 2013, the future maturities of debt, including capitalized leases, were as follows:

 

 

  

Amount

 

2014

  

$

269.7

  

2015

  

 

204.0

  

2016

  

 

220.4

  

2017

  

 

251.5

  

2018

  

 

350.0

  

2019 and thereafter

  

 

2,572.1

  

Total(a)

  

$

3,867.7

  

(a)

Excludes a discount of $4.6 million and an adjustment for fair value hedges of $5.2 million related to the Company’s 4.95% senior notes due April 1, 2014 and 8.25% senior notes due March 15, 2019, which do not represent contractual commitments with a fixed amount or maturity date.

________________________

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

 

 

  

  2013  

 

  

2012

 

 

2011

 

Interest incurred

  

$

276.0

  

  

$

271.1

  

 

$

259.8

  

Less: interest income

  

 

(11.5

)

  

 

(15.2

 

 

(13.6

Less: interest capitalized as property, plant and equipment

  

 

(3.1

)

  

 

(4.1

 

 

(2.9

Interest expense, net

  

$

261.4

  

  

$

251.8

  

 

$

243.3

  

Interest paid, net of interest received, was $245.0 million, $250.1 million and $252.2 million in 2013, 2012 and 2011, respectively.