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Long-Term Debt and Financing Arrangements
9 Months Ended
Oct. 01, 2011
Long-Term Debt and Financing Arrangements

H.        Long-Term Debt and Financing Arrangements

At October 1, 2011 and January 1, 2011, long-term debt and financing arrangements are as follows (in millions):

 

    

Interest Rate

  2011      2010  

Notes payable due 2011

   7.13%   $         -          $ 409.2   

Notes payable due 2012

   4.90%     205.5         208.4   

Convertible notes payable due in 2012

   3 month LIBOR less 3.50%     313.3         305.1   

Notes payable due 2013

   6.15%     260.9         260.8   

Notes payable due 2014

   4.75%     314.7         307.9   

Notes payable due 2014

   8.95%     392.9         405.3   

Notes payable due 2016

   5.75%     331.6         316.0   

Notes payable due 2028

   7.05%     167.8         168.5   

Notes payable due in 2018 (junior subordinated)

   4.25%     632.5         632.5   

Notes payable due 2040

   5.20%     399.7         399.7   

Revolving credit facility

   Various     198.0         -      

Other, payable in varying amounts through 2021

   0.00% – 6.62%     39.1         20.8   
    

 

 

    

 

 

 

Total long-term debt, including current maturities

     $ 3,256.0       $ 3,434.2   

Less: Current maturities of long-term debt

       (517.3)         (416.1)   
    

 

 

    

 

 

 

Long-term debt

     $   2,738.7       $ 3,018.1   
    

 

 

    

 

 

 

In October 2011, the Company repaid $198.0 million of outstanding borrowings on the Niscayah historical revolving credit facility.

 

In August 2011, the Company increased its commercial paper program from $1.5 billion to $2.0 billion.

In July 2011, in connection with the Niscayah acquisition, the Company entered into a $1.25 billion 364 day credit facility (“Facility”). Borrowings under the Facility may include U.S. Dollars or Euros up to the commitment and bear interest at a floating rate dependent upon the denomination of the borrowing. The Facility decreased to $1.0 billion in September 2011, and will further reduce to $750 million in December 2011 where it will remain until it expires in July 2012, or upon an earlier termination date at the election of the Company. This credit facility is designated to be a liquidity back-stop for the Company’s $2.0 billion commercial paper program.

In May 2011, the Company repaid its $400 million notes payable due 2011 with proceeds from additional borrowings of commercial paper. At October 1, 2011 the Company has $547.2 million outstanding against the Company’s $2.0 billion commercial paper program, which is included in Short-term borrowings in the Consolidated Balance Sheet.

On March 11, 2011, the Company entered into a new four year $1.2 billion committed credit facility (the “Credit Agreement”). In connection with entering into the Credit Agreement the Company terminated the existing $800.0 million Amended and Restated Credit Agreement. Additionally, the $700.0 million 364-Day Credit Agreement dated as of March 12, 2010 expired in accordance with its terms on March 11, 2011. Borrowings under the Credit Agreement may include U.S. Dollars up to the $1.2 billion commitment or in Euro or Pounds Sterling subject to a foreign currency sublimit of $400.0 million and bear interest at a floating rate dependent upon the denomination of the borrowing. Repayments must be made on March 11, 2015 or upon an earlier termination date of the Credit Agreement, at the election of the Company. The Company has not drawn on the commitments provided by the Credit Agreement. This credit facility is designated to be a liquidity back-stop for the Company’s $2.0 billion commercial paper program.

In January 2009, the Company entered into fixed-to-floating interest rate swaps on its $200.0 million notes payable due in 2012 and $250.0 million notes payable due in 2013. The Company previously had fixed-to-floating rate swaps on these notes that were terminated in 2008. The $5.5 million adjustment to the carrying value of the $200.0 million 2012 notes at October 1, 2011 pertains to the unamortized gain on the terminated swap as well as the fair value adjustment of the new swap. At October 1, 2011, the carrying value of the $250.0 million notes payable due 2013 includes $11.1 million pertaining to the unamortized gain on the terminated swap as well as the fair value adjustment of the new swap offset by $0.2 million unamortized discount on the notes.

In December 2010, the Company entered into a fixed-to-floating interest rate swap on its $300.0 million notes payable due in 2014. At October 1, 2011 the carrying value of the debt includes increases of $9.6 million associated with the fair value adjustment made in purchase accounting and $5.1 million pertaining to the fair value adjustment of the swap.

In December 2010, the Company entered into a fixed-to-floating interest rate swap on its $300.0 million notes payable due in 2016. At October 1, 2011 the carrying value of the debt includes increases of $21.1 million associated with the fair value adjustment made in purchase accounting and $10.5 million pertaining to the fair value adjustment of the swap.

Unamortized gains and fair value adjustments associated with interest rate swaps are more fully discussed in Note I, Derivative Financial Instruments.

The Company is obligated to repay the principal amount of the $320.0 million of Convertible Notes due May 17, 2012 in cash at maturity. The Company may elect to settle the conversion option value, if any, at maturity in cash or shares. As of October 1, 2011, the conversion rate on the Convertibles Notes due 2012 was 15.6165 (equivalent to a conversion price set at $64.04 per common share). Additionally, the Company has a Bond Hedge and Stock Warrants associated with the $320.0 million of Convertible Notes. Because the Bond Hedge is anti-dilutive, it will not be included in any diluted shares outstanding computation prior to its maturity. However, at maturity of the Convertible Notes and the Bond Hedge in May 2012, the aggregate effect of these instruments is that there will be no net increase in the Company’s common shares. The 4.9 million of outstanding Stock Warrants that were issued contemporaneously with the $320.0 million of Convertible Notes have a strike price of $86.10 (as adjusted for standard anti-dilution provisions), and are exercisable during the period August 17, 2012 through September 28, 2012. The Stock Warrants will be net share settled and are deemed to automatically be exercised at their expiration date if they are “in the money” and were not previously exercised. With respect to the impact on the Company, the Convertible Notes, Bond Hedge and Stock Warrants, when taken together, result in the economic equivalent of having the conversion price on the Convertible Notes at $86.10 (represented by the Stock Warrant strike price as of October 1, 2011). Refer to Note H, Long-Term Debt and Financing Arrangements of the Company’s 2010 Annual Report on Form 10K for the fiscal year ended January 1, 2011 for further discussion.