Debt and Subordinated Convertible Debentures (Tables)

6 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

Debt consists of the following:

	June 30, 2013			December 31, 2012
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	448		$	453
$1.9 billion ABL Facility (2)	1,250			1,184
5 3/4 percent Senior Secured Notes	750			750
10 1/4 percent Senior Notes	222			223
9 1/4 percent Senior Notes	494			494
7 3/8 percent Senior Notes	750			750
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes	694			695
7 5/8 percent Senior Notes	1,325			1,325
6 1/8 percent Senior Notes	400			400
Capital leases	131			148
Total URNA and subsidiaries debt	7,214			7,172
Holdings:
4 percent Convertible Senior Notes (3)	142			137
Total debt (4)	7,356			7,309
Less short-term portion (5)	(624		)	(630		)
Total long-term debt	$	6,732		$	6,679

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(1) In February 2013, we amended our accounts receivable securitization facility to increase the facility size from $475 to $550. An additional purchaser was also added to the facility, and the facility was not otherwise amended. At June 30, 2013, $12 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at June 30, 2013. During the six months ended June 30, 2013, the monthly average amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, was $428, and the weighted-average interest rate thereon was 0.8 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility, including the former facility and the amended facility, during the six months ended June 30, 2013 was $451. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans. As of June 30, 2013, there were $460 of receivables, net of applicable reserves, in the collateral pool.

(2) In June 2013, our ABL facility was amended to reduce the minimum borrowing period and to increase the number of available loan tranches. At June 30, 2013, $591 was available under our ABL facility, net of $59 of letters of credit. The interest rate applicable to the ABL facility was 2.3 percent at June 30, 2013. During the six months ended June 30, 2013, the monthly average amount outstanding under the ABL facility was $1,055, and the weighted-average interest rate thereon was 2.3 percent. The maximum month-end amount outstanding under the ABL facility during the six months ended June 30, 2013 was $1,250.

(3) The difference between the June 30, 2013 carrying value of the 4 percent Convertible Senior Notes and the $168 principal amount reflects the $26 unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. Because the 4 percent Convertible Senior Notes were redeemable at June 30, 2013, an amount equal to the $26 unamortized portion of the original issue discount is separately classified in our condensed consolidated balance sheets and referred to as “temporary equity.” Based on the price of our common stock during the second quarter of 2013, holders of the 4 percent Convertible Senior Notes have the right to redeem the notes during the third quarter of 2013 at a conversion price of $11.11 per share of common stock. Since July 1, 2013 (the beginning of the third quarter), none of the 4 percent Convertible Senior Notes were redeemed, however we have received redemption notices for $12 of the 4 percent Convertible Senior Notes which we expect to be redeemed in July 2013.

(4) In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold $300 of 6 ¹/2 percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6 ¹/2 percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS were non-voting securities, carried a liquidation value of $50 (fifty dollars) per security and were convertible into Holdings’ common stock. During the three and six months ended June 30, 2013, an aggregate of $17 and $55, respectively, of QUIPS were redeemed. As of June 30, 2013, there were no QUIPS outstanding. In connection with these redemptions, during the three and six months ended June 30, 2013, we retired $17 and $55, respectively, principal amounts of our subordinated convertible debentures and recognized losses of $1 and $2, respectively, inclusive of the write-off of capitalized debt issuance costs. These losses are reflected in interest expense-subordinated convertible debentures in our condensed consolidated statements of income. As of June 30, 2013, there were no subordinated convertible debentures outstanding. Total debt at December 31, 2012 excludes $55 of these Debentures, which are separately classified in our condensed consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflected the obligation to our subsidiary that issued the QUIPS. As of December 31, 2012, this subsidiary was not consolidated in our financial statements because we were not the primary beneficiary of the Trust. As of June 30, 2013, the Trust was liquidated.

(5) As of June 30, 2013, our short-term debt primarily reflects $448 of borrowings under our accounts receivable securitization facility and $142 of 4 percent Convertible Senior Notes. The 4 percent Convertible Senior Notes mature in 2015, but are reflected as short-term debt because they are redeemable at June 30, 2013.