Long-Term Debt



(in millions)	October 2, 2015			December 31, 2014
North America
5.75% Senior Notes due 2022 ("5.75% Senior Notes")	$	600.0		$	600.0
Subordinated Convertible Notes due 2029 ("Subordinated Convertible Notes")	429.5			429.5
Debt discount on Subordinated Convertible Notes	(258.3		)	(259.7		)
Senior Floating Rate Notes due 2015 ("Senior Floating Rate Notes")	—			125.0
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")	133.1			136.8
Other	9.0			9.0
Europe debt
Asset-Based Revolving Credit Facility ("Revolving Credit Facility")	30.5			—
Other	10.1			10.5
Latin America credit facilities	101.7			238.6
Africa/Asia Pacific credit facilities	37.1			35.8
Total debt	1,092.7			1,325.5
Less current maturities	139.9			391.6
Long-term debt	$	952.8		$	933.9

At October 2, 2015, maturities of long-term debt during the twelve month periods beginning October 2, 2015 through October 2, 2020 and thereafter are $139.9 million, $3.9 million, $165.9 million, $0.8 million and $0.8 million, respectively, and $781.4 million thereafter.

The fair value of the Company's long-term debt, as noted below, was estimated using inputs other than quoted prices that are observable, either directly or indirectly.

5.75% Senior Notes

The Company's 5.75% Senior Notes are summarized in the table below:



	5.75% Senior Notes
(in millions)	October 2, 2015			December 31, 2014
Face Value	$	600.0		$	600.0
Fair Value (Level 2)	505.5			483.0
Interest Rate	5.75		%	5.75		%
Interest Payment	Semi-Annual: Apr 1 & Oct 1
Maturity Date	October 2022
Guarantee	Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries



		5.75% Senior Notes
	Beginning Date	Percentage
Call Option⁽¹⁾	October 1, 2017	102.875%
	October 1, 2018	101.917%
	October 1, 2019	100.958%
	October 1, 2020 and thereafter	100.000%

(1)

The Company may, at its option, redeem the 5.75% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, on or prior to October 1, 2015, the Company had the right to redeem in the aggregate up to 35% of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to 105.75% of the principal plus accrued and unpaid interest so long as (i) at least 65% of the aggregate principal amount of the 5.75% Senior Notes issued remained outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption was given within 60 days after the date of the closing of any such equity offering. In addition, at any time prior to October 1, 2017, the Company may redeem some or all of the 5.75% Senior Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, plus a make whole premium.

The 5.75% Senior Notes' indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem the Company's capital stock; (iii) purchase, redeem or retire debt; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) sell assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company's subsidiaries' ability to pay dividends; and (x) consolidate, merge or sell all or substantially all assets. However, these covenants are subject to exceptions and qualifications.

The 5.75% Senior Notes may also be repurchased at the option of the holders in connection with a change of control (as defined in the indenture governing the 5.75% Senior Notes) or in connection with certain asset sales.

Subordinated Convertible Notes

The Company’s Subordinated Convertible Notes are summarized as of October 2, 2015 and December 31, 2014 as follows:



	Subordinated Convertible Notes
(in millions)	October 2, 2015			December 31, 2014
Face value	$	429.5		$	429.5
Debt discount	(258.3		)	(259.7		)
Book value	171.2			169.8
Fair value (Level 1)	255.3			313.1
Maturity date	Nov 2029
Stated annual interest rate	4.50% until Nov 2019 2.25% until Nov 2029
Interest payments	Semi-annually: May 15 & Nov 15

Senior Floating Rate Notes

On March 31, 2015, the Company used proceeds from the Revolving Credit Facility to repay the outstanding principal of $125 million and accrued interest of $0.8 million on the Senior Floating Rate Notes due April 2015.

The Company’s Senior Floating Rate Notes are summarized as of October 2, 2015 and December 31, 2014 as follows:



	Senior Floating Rate Notes
(in millions)	October 2, 2015		December 31, 2014
Face value	$	—	$	125.0
Fair value (Level 1)	—		123.8
Interest rate	N/A		2.6		%
Interest payment	3-month LIBOR rate plus 2.375% Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1
Maturity date	Apr 2015



Guarantee	Jointly and severally guaranteed by the Company’s wholly-owned U.S. subsidiaries

Revolving Credit Facility

On July 21, 2011, the Company entered into a $400 million Revolving Credit Facility, which has been subsequently amended and restated to, among other things, increase the Revolving Credit Facility to $1.0 billion, $630 million of which may be borrowed by the U.S. borrower, $300 million of which may be borrowed by the European borrowers and $70 million of which may be borrowed by the Canadian borrower. The Revolving Credit Facility contains restrictions including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. The Revolving Credit Facility provides the Company with flexibility and the restrictions in the Revolving Credit Facility generally only apply in the event that the Company's availability under the Revolving Credit Facility falls below certain specific thresholds.

The Revolving Credit Facility has a maturity date of September 6, 2018. The commitment amount under the Revolving Credit Facility may be increased by an additional $250 million, subject to certain conditions and approvals as set forth in the Revolving Credit Facility. The Company capitalized $0.9 million in 2015, $1.7 million in 2014 and $4.9 million in 2013 in deferred financing costs in connection with the Revolving Credit Facility. The Revolving Credit Facility requires maintenance of a minimum fixed charge coverage ratio of 1.00 to 1.00 if availability under the Revolving Credit Facility is less than the greater of $100 million or 10% of the then existing aggregate lender commitments under the Revolving Credit Facility. The fair value of the Revolving Credit Facility approximates the carrying value.

Indebtedness under the Revolving Credit Facility is secured by: (a) for US borrowings under the facility, a first priority security interest in substantially all of our domestic assets and, (b) for Canadian and European borrowings under the facility, a first priority security interest in substantially all of our domestic and Canadian assets and certain assets of our Spanish, French and German subsidiaries party to the facility. In addition, the lenders under our Revolving Credit Facility have received a pledge of (i) 100% of the equity interests in all of the Company's domestic subsidiaries, and (ii) 65% of the voting equity interests in and 100% of the non-voting equity interests in certain of our foreign subsidiaries, including our Canadian subsidiaries and our Spanish, French and German subsidiaries party to the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at interest rate bases elected by the Company plus an applicable margin calculated quarterly based on the Company's average availability and Total Consolidated Leverage Ratio as set forth in the credit agreement. The Revolving Credit Facility also requires the payment of a commitment fee equal to the available but unused commitments multiplied by an applicable margin of either 0.25% or 0.375% based on the average daily unused commitments.

The Company’s Revolving Credit Facility is summarized in the table below:



	Revolving Credit Facility
(in millions)	October 2, 2015			December 31, 2014
Outstanding borrowings	$	163.6		$	136.8
Total credit under facility	1,000.0			1,000.0
Undrawn availability⁽¹⁾	369.4			425.0
Interest rate	2.5		%	2.1		%
Outstanding letters of credit	$	42.1		$	58.5
Original issuance	July 2011
Maturity date	Sept 2018

(1) Total undrawn availability for the U.S. borrower, the Canadian borrower and the European borrowers at October 2, 2015 is $267.7 million, $46.6 million and $55.1 million, respectively. Total undrawn availability for the U.S. borrower, the Canadian borrower and the European borrowers at December 31, 2014 was $257.7 million, $54.3 million and $113.0 million, respectively.

Latin America Credit Facilities

The Company’s Latin America credit facilities are summarized in the table below:



(in millions)	October 2, 2015			December 31, 2014
Outstanding borrowings	$	101.7		$	238.6
Undrawn availability	60.3			79.6
Interest rate – weighted average	8.8		%	6.1		%
Maturity date	Various; $99.6 million due within one year

The Company's Latin America credit facilities are short term loans utilized for working capital purposes. The fair value of the Latin America credit facilities approximates the carrying value due to the short term nature of the facilities.

Africa/Asia Pacific Credit Facilities

The Company’s Africa credit facilities are summarized in the table below:



(in millions)	October 2, 2015			December 31, 2014
Outstanding borrowings	$	37.1		$	35.8
Undrawn availability	69.9			44.4
Interest rate – weighted average	4.5		%	4.2		%
Maturity date	Various; $37.1 million due within one year

The Company’s Africa credit facilities are short term loans utilized for working capital purposes. The fair value of the Africa credit facilities approximates the carrying value due to the short term nature of the facilities.