INDEBTEDNESS

Total borrowings outstanding were $1,974.1 million at June 29, 2013 and $1,369.3 million at June 30, 2012. Total borrowings are presented on the balance sheet as follows (in millions):



	June 29, 2013		June 30, 2012
Short-term debt:
Foreign line of credit	$	5.0	$	0.1
Current portion of long-term debt:
Term loan	40.0		40.0
Other	1.2		—
Total	46.3		40.1
Long-term debt, less current portion:
Term loans	360.0		360.0
Senior notes	965.0		965.0
Public bond	596.9		—
Other	5.9		4.2
Total	1,927.8		1,329.2
Total debt	$	1,974.1	$	1,369.3

On May 9, 2013, the Company completed a public offering of $600.0 million aggregate principal amount of 2.95% senior unsecured notes that will mature on May 15, 2023 (the "Bonds") with an effective yield to maturity of 3.01%. Interest on the Bonds is payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2013. The Bonds are governed by a Base Indenture and a First Supplemental Indenture between the Company and Wells Fargo Bank, National Association, as trustee. The Bonds are the Company's unsecured and unsubordinated obligations, ranking equally in right of payment to all of the Company's existing and future unsecured and unsubordinated indebtedness. The Bonds are not entitled to mandatory redemption or sinking fund payments. The Company may redeem the Bonds, in whole or in part, at any time and from time to time for cash at the redemption prices described in the Indenture. The Company received net proceeds of $593.0 million from issuance of the Bonds on May 16, 2013, after deduction of issuance costs of $3.9 million and a market discount of $3.1 million. The debt issuance costs are recorded in Other Assets and are being amortized to interest expense over the life of the Bonds using the effective interest method. The discount is being amortized to interest expense over the life of the Bonds, resulting in an effective interest rate of 3.01%. Net proceeds of the Bonds are available for general corporate purposes.

On October 26, 2011, the Company and certain of its subsidiaries entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as Syndication Agents; and certain other participant banks (the "2011 Credit Agreement"). The 2011 Credit Agreement provides for revolving loan and term loan commitments of $400.0 million each, subject to increase or decrease as specified in the 2011 Credit Agreement. The term loan commitment was funded in full on November 3, 2011 and remains outstanding as of June 29, 2013. No revolving loans were outstanding as of June 29, 2013. Revolving and term loans bear interest, at the election of the Company, at either (i) the Adjusted LIBO Rate plus the Applicable Margin or (ii) the Alternate Base Rate plus the Applicable Margin, as specified and defined in the 2011 Credit Agreement. In each case the Applicable Margin is based on the Company's Leverage Ratio from time to time, as defined in the 2011 Credit Agreement. At June 29, 2013, the weighted average interest rate of the term loan was1.500%. The maturity date of the term loan and the final maturity date of any revolving loan was initially November 3, 2016, subject to mandatory partial repayments of the term loan in the amount of $40.0 million on each of the first four annual anniversary dates of the funding. Such maturity dates and partial payment dates each were extended for one year pursuant to an amendment dated November 20, 2012 which is described below. The obligations under the 2011 Credit Agreement initially were guaranteed by certain subsidiaries of the Company and by a pledge of partial equity interests of certain foreign subsidiaries. In the fourth quarter of fiscal 2013, such guaranties and equity pledges subsequently were eliminated pursuant to the November 20, 2012 amendment. On November 5, 2012, the Company made a $40.0 million scheduled repayment of the term loan commitment. Subsequently, in conjunction with the November 20, 2012 amendment, the aggregate term loan commitment was restored to the original $400.0 million. Upon the occurrences of certain specified events of default, the principal amount of the term loan and any revolving loans then outstanding may be declared due and payable, together with accrued interest. The 2011 Credit Agreement contains affirmative and negative covenants that the Company believes are normal and customary for transactions of this type. The 2011 Credit Agreement has been amended three times as follows:


•	On July 24, 2012, the 2011 Credit Agreement was amended to provide flexibility to the Company in managing the capital structures of certain immaterial subsidiaries. This amendment did not change the interest rate, term or amount of the revolving loan and term loan commitments.

•

On November 20, 2012, the 2011 Credit Agreement was further amended to: (i) provide for the release of guaranties and collateral required by the lenders upon the Company attaining index debt ratings of BBB- from Standard and Poor's and Baa3 from Moody's, or higher ("investment grade ratings"), such ratings having subsequently been attained on May 9, 2013, and to provide for the contingent reinstatement of such guaranties and collateral upon the Company receiving index debt ratings that are below investment grade ratings, (ii) extend the final maturity date of the term loan and any revolving loans under the 2011 Credit Agreement from November 3, 2016, to November 3, 2017, with no changes to loan pricing or other terms and conditions except the triggering events for release and reinstatement of guaranties and collateral as described above; and (iii) restore the aggregate term loan commitments to the original $400.0 million.


•	On May 6, 2013, the 2011 Credit Agreement was further amended to: (i) enhance flexibility in managing subsidiary and intercompany debt positions; (ii) eliminate the provision in the November 20, 2012 amendment for reinstatement of guaranties and collateral; and (iii) make other modifications that are normal and customary in credit agreements of companies having investment grade ratings.

In connection with the execution of the 2011 Credit Agreement, the $125.0 million Term Loan under the Company's prior Credit Agreement, dated as of October 8, 2010 (the "2010 Credit Agreement"), and the Company's $250.0 million Term Loan Agreement, dated as of January 20, 2011 (the "2011 Term Loan Agreement") which was used to fund the Paddock acquisition, were repaid from the proceeds of the $400.0 million Term Loan under the 2011 Credit Agreement. The Company intends to use the remainder of the proceeds from the 2011 Credit Agreement term loan and any revolving loans for general corporate purposes.

On October 26, 2011, in connection with the execution of the 2011 Credit Agreement, the Company and certain of its subsidiaries also entered into a Second Amendment (the "Second Amendment") to its Term Loan Agreement, dated as of April 22, 2008 (the "2008 Term Loan Agreement"). The Second Amendment conformed certain covenants in the 2008 Term Loan Agreement to the covenants contained in the 2011 Credit Agreement and made certain other conforming changes. The 2008 Term Loan Agreement was subsequently prepaid in full without prepayment penalty on June 25, 2012.

On September 1, 2011, the Company entered into a Second Supplement ("Second Supplement") to the Master Note Purchase Agreement dated as of May 29, 2008 ("Note Agreement") with various institutional investors providing for the issuance of senior notes: (i) by private placement on September 30, 2011, of $75.0 million, 4.27% Series 2011-A senior notes, due September 30, 2021 ("Series 2011-A Notes") and $100.0 million, 4.67% Series 2011-C senior notes, due September 30, 2026 ("Series 2011-C Notes"); and (ii) by private placement on December 15, 2011 of $175.0 million, 4.52% Series 2011-B senior notes, due December 15, 2023 ("Series 2011-B Notes" and together with the Series 2011-A Notes and the Series 2011-B Notes, the "Series 2011 Notes"). Interest on the Series 2011-A Notes and the Series 2011-C Notes is payable semiannually on March 30 and September 30 in each year, commencing on March 30, 2012, and interest on the Series 2011-B Notes is payable semiannually on June 15 and December 15 in each year, commencing on June 15, 2012. The obligations under the Notes are guaranteed and secured ratably with the 2011 Credit Agreement. Elimination of such guaranties and security in the 2011 Credit Agreement as of May 9, 2013 when requisite index debt ratings were issued by Moody's and Standard and Poor's resulted in a simultaneous and automatic release under the Note Agreement. The Company may at any time prepay, together with any applicable makewhole premiums, all or any part of the Notes subject to the terms specified in the Note Agreement and must offer to prepay the Notes upon a change of control (as defined in the Note Agreement). Restrictive covenants apply to, among other things, minimum levels of interest coverage and debt to Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") ratios, additional liens, mergers or consolidations, and sales of assets. For purposes above, “Note Agreement” means, collectively, the Master Note Purchase Agreement and all subsequent supplements, and “Notes” means, collectively, the Series 2011 Notes, together with the Series 2008 Notes and Series 2010 Notes previously issued pursuant to the Note Agreement.

On July 6, 2011, the Company’s India subsidiary executed a term loan agreement with The Hong Kong and Shanghai Banking Corporation Ltd. This term loan was amended on January 9, 2013 to increase the maximum limit to approximately $5.4 million, subject to foreign currency fluctuations between the Indian rupee and the U.S. dollar. Subsequent to the end of the fiscal year, this loan was amended to increase the maximum limit to approximately $8.1 million, subject to foreign currency fluctuations between the Indian rupee and the U.S. dollar. The facility is payable in two annual installments, with the first installment due July 6, 2015 and the final installment due July 6, 2016. Terms and conditions of the line are normal and customary for similar lines in India. The interest rate on this facility was 11.5% and 11.5% as of June 29, 2013 and June 30, 2012, respectively. The Company’s India subsidiary had $4.6 million and $4.2 million outstanding on this line as of June 29, 2013 and June 30, 2012, respectively.

On May 26, 2010, the Company’s India subsidiary executed a short-term credit line with The Hong Kong and Shanghai Banking Corporation Ltd. Funds are available for working capital and general business purposes. On January 9, 2013, the Company amended its short-term credit line to increase the aggregate amount to approximately $5.9 million, subject to foreign currency fluctuations between the Indian rupee and the U.S. dollar. Terms and conditions of the line are normal and customary for similar lines in India. The interest rate on this facility was 11.5% and 11.5% as of June 29, 2013 and June 30, 2012, respectively. The credit line expires after 180 days but can be extended by mutual agreement of the parties. The Company’s India subsidiary had $5.0 million and $0.1 million outstanding on this line of credit as of June 29, 2013 and June 30, 2012, respectively.

The Company was in compliance with all covenants under its various debt agreements as of June 29, 2013.

As of June 29, 2013, the Company had certain capital lease obligations of $2.5 million.

The annual future maturities of short-term and long-term debt, including capitalized leases, are as follows (in millions):



Fiscal Year	Amount
2014	$	46.3
2015	118.6
2016	42.3
2017	155.0
2018	365.0
Thereafter	1,250.0