
	Debt

Credit Facility

At September 30, 2013, we had a $1.1 billion unsecured revolving credit facility (the “Facility”), which we renewed and expanded on October 4, 2013. We had $445.0 million and $169.0 million outstanding under the Facility, at September 30, 2013 and December 31, 2012, respectively. At September 30, 2013, we had the capacity to borrow up to an additional $634.5 million under the Facility. The average outstanding borrowings under the Facility were $560.8 million and $712.0 million during the three months ended September 30, 2013 and 2012, respectively, and $469.3 million and $678.0 million during the nine months ended September 30, 2013 and 2012, respectively.

As a result of the Facility renewal, the range in pricing decreased from LIBOR plus 1.125% to 2.25% to LIBOR plus 1.00% to 1.75%. As of September 30, 2013, pricing on the Facility was LIBOR plus 1.625%. The effective interest rate on our debt was 1.6% during both the three months ended September 30, 2013 and 2012 and 1.5% and 1.6% during the nine months ended September 30, 2013 and 2012, respectively.

We remain in compliance with all covenants under our Facility as of September 30, 2013. The Facility requires us to maintain a leverage ratio that does not exceed 3.50 to 1 and a minimum cash interest coverage ratio of 3.00 to 1.

Included in debt for the calculation of the leverage ratio is the present value of deferred business acquisition obligations and included in Adjusted EBITDA (as defined in the Facility) are, among other things, (1) an add-back for stock compensation expense, (2) the addition of the EBITDA of acquired companies earned prior to acquisition, and (3) add-backs for certain impairment and non-recurring charges. In addition, we are restricted from, among other things, incurring certain levels of indebtedness to lenders outside of the Facility and disposing of a significant portion of our assets. Lender approval or waiver is required for certain levels of cash acquisitions and co-investment.

The Facility renewal, among other things, increased our borrowing capacity to $1.2 billion, has a new maturity date of October 4, 2018, requires us to maintain a maximum cash flow leverage ratio of 3.50 through maturity, permits add-backs to adjusted EBITDA for charges related to any future restructuring initiatives, and permits add-backs to adjusted EBITDA for charges related to any future permitted acquisitions. Proceeds from the Facility renewal have been used to repay all amounts outstanding under our previously existing credit facility.

We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, dividend payments, share repurchases, capital expenditures and acquisitions.

Short-Term Borrowings

In addition to our Facility, we have the capacity to borrow up to an additional $45.3 million under local overdraft facilities. We had short-term borrowings (including capital lease obligations and local overdraft facilities) of $35.5 million and $32.2 million at September 30, 2013 and December 31, 2012, respectively, of which $21.1 million and $25.8 million at September 30, 2013 and December 31, 2012, respectively, was attributable to local overdraft facilities.

Long-Term Senior Notes

In November 2012, in an underwritten public offering, we issued $275.0 million of Long-term senior notes due November 2022 (the “Notes”). The Notes bear interest at an annual rate of 4.4%, subject to adjustment if a credit rating assigned to the Notes is downgraded below an investment grade rating (or subsequently upgraded). Interest is payable semi-annually on May 15 and November 15, with the first payment being made on May 15, 2013.

The Notes are our unsecured obligations and rank equally in right of payment with all of our existing and future unsubordinated indebtedness, including our guarantee under the Facility. The indenture contains covenants that limit our and our subsidiaries' abilities to, among other things, (1) incur liens, (2) enter into sale and leaseback transactions and (3) consolidate, merge or sell or transfer all or substantially all of our assets. We remain in compliance with all covenants under the Notes as of September 30, 2013.