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Borrowings
12 Months Ended
Dec. 31, 2015
Borrowings  
Borrowings

 

Note 12—Borrowings

        As of December 31, 2015 and 2014 the Company's borrowings were as follows:

                                                                                                                                                                                    

(in millions)

 

2015

 

2014

 

3.75% notes due 2022, net of unamortized discount of ($0.8) and ($0.9), respectively

 

$

349.2

 

$

349.1

 

5.125% notes due 2020, net of unamortized discount of ($0.6) and ($0.7), respectively

 

 

249.4

 

 

249.3

 

6.125% notes due 2016, net of unamortized discount of ($0.1) and ($0.2), respectively

 

 

149.9

 

 

149.8

 

Revolving credit facility

 

 

 

 

 

Industrial development and revenue bonds

 

 

 

 

1.5

 

Other, including capital lease obligations

 

 

0.1

 

 

0.1

 

​  

​  

​  

​  

Total long-term debt

 

 

748.6

 

 

749.8

 

Less 6.125% notes due 2016 classified as current

 

 

(149.9

)

 

 

​  

​  

​  

​  

Total long-term debt, net of current portion

 

$

598.7

 

$

749.8

 

​  

​  

​  

​  

​  

​  

​  

​  

3.75% Notes Due 2022

        On November 20, 2012, the Company completed a public offering of $350.0 million of notes with a stated interest rate of 3.75% due November 15, 2022 (the "2022 Notes"). The 2022 Notes were issued at a discount of $1.1 million, resulting in proceeds to the Company of $348.9 million. The 2022 Notes are presented net of the related discount in Long-term debt in the consolidated balance sheet at December 31, 2015 and 2014. Interest on the 2022 Notes will be paid each May 15 and November 15, commencing on May 15, 2013. The Company incurred costs to issue the 2022 Notes of approximately $2.9 million, inclusive of underwriters', credit rating agencies' and attorneys' fees and other costs. The issuance costs have been recorded in Other long-term assets in the consolidated balance sheet at December 31, 2015 and 2014. Both the discount and the issuance costs will be amortized to interest expense over the life of the 2022 Notes.

        The 2022 Notes, in whole or in part, may be redeemed at the Company's option, plus accrued and unpaid interest, at any time prior to August 15, 2022 at a price equal to the greater of:

 

 

 

           

•          

100% of the principal amount; or 

           

•          

The sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 35 basis points.

        The 2022 Notes may also be redeemed at any time after August 15, 2022, in whole or in part, at the Company's option at 100% of the principal amount, plus accrued and unpaid interest. Upon a change-in-control triggering event, the Company will be required to offer to repurchase the 2022 Notes at 101% of the principal amount, plus accrued and unpaid interest.

        The 2022 Notes are subject to the Company's existing indenture dated January 15, 1997 with Bank of New York Mellon, as trustee, and accordingly are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The 2022 Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The 2022 Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries. At December 31, 2015, the principal amount of the Company's subsidiaries indebtedness was $0.1 million.

5.125% Notes Due 2020

        On December 9, 2010, the Company completed a public offering of $250.0 million of notes with a stated interest rate of 5.125% due December 15, 2020 (the "2020 Notes"). The 2020 Notes were issued at a discount of approximately $1.1 million, resulting in proceeds to the Company of approximately $248.9 million. The 2020 Notes are presented net of the related discount in Long-term debt in the consolidated balance sheet at December 31, 2015 and 2014. Interest on the 2020 Notes is paid each June 15 and December 15.

        The 2020 Notes, in whole or in part, may be redeemed at the Company's option, plus accrued and unpaid interest, at any time prior to September 15, 2020 at a price equal to the greater of:

 

 

 

           

•          

100% of the principal amounts; or

           

•          

The sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 35 basis points.

        The 2020 Notes may also be redeemed at any time after September 15, 2020, in whole or in part, at the Company's option at 100% of the principal amount, plus accrued and unpaid interest. Upon a change-in-control triggering event, the Company will be required to offer to repurchase the 2020 Notes at 101% of the principal amount, plus accrued and unpaid interest.

        The 2020 Notes are subject to the Company's existing indenture dated January 15, 1997 with Bank of New York Mellon, as trustee, and accordingly are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The 2020 Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The 2020 Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries.

6.125% Notes Due 2016

        On August 18, 2006, the Company completed a public offering of $150.0 million of notes with a stated interest rate of 6.125% due August 15, 2016 (the "2016 Notes"). The 2016 Notes were issued at a discount of approximately $1.1 million, resulting in proceeds to the Company of approximately $148.9 million. The 2016 Notes are presented net of the related discount in Short-term debt in the consolidated balance sheet at December 31, 2015 and in Long-term debt in the consolidated balance sheet at December 31, 2014. Interest on the 2016 Notes is paid each February 15 and August 15.

        The 2016 Notes, in whole or in part, may be redeemed at the Company's option, plus accrued and unpaid interest, at any time prior to August 15, 2016 at a price equal to the greater of:

 

 

 

           

•          

100% of the principal amounts; or 

           

•          

The sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 20 basis points.

        Upon a change-in-control triggering event, the Company will be required to offer to repurchase all or any part of the 2016 Notes at 101% of the principal amount, plus accrued and unpaid interest.

        The 2016 Notes are subject to the Company's existing indenture dated January 15, 1997 with Bank of New York Mellon, as trustee, and accordingly are subject to the same restrictive covenants and limitations as the Company's existing indebtedness. The 2016 Notes are general unsecured obligations of the Company and rank equally with the Company's existing and future unsecured and unsubordinated indebtedness. The 2016 Notes are subordinate to any existing or future debt or other liabilities of the Company's subsidiaries.

Revolving Credit Facilities

        On October 20, 2011, the Company entered into a Third Amended and Restated Credit Agreement ("the Credit Agreement") administered by JPMorgan Chase Bank, N.A. ("JPMorgan Chase"). On December 12, 2013, the Company executed an amendment to the facility ("the Amendment") to amend certain terms and extend the term of the facility to December 12, 2018. The Credit Agreement provides for a $600 million revolving line of credit.

        The new revolving credit facility provides for grid-based interest pricing based on the credit rating of the Company's senior unsecured bank debt or other unsecured senior debt. The facility requires the Company to meet various restrictive covenants and limitations including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries.

        At December 31, 2015, the Company had $600.0 million available under its Amended Credit Agreement. There was no interest on borrowings under the revolving credit facility in 2015 and 2014.

Uncommitted Lines of Credit

        The Company also maintains an uncommitted line of credit of which $45.0 million was available for borrowing as of December 31, 2015 and 2014. There were no borrowings under the uncommitted line of credit.

Letters of Credit

        As of December 31, 2015, the Company had outstanding issued letters of credit amounting to $30.2 million. Letters of credit are issued primarily to provide security under insurance arrangements and certain borrowings and are issued under a continuing credit agreement with J.P. Morgan Chase Bank, N.A.

Industrial Development and Revenue Bonds

        The industrial development and revenue bonds were collateralized by letters of credit, Company guarantees and/or by the facilities and equipment acquired through the proceeds of the related bond issuances. In December 2014, the Company repaid $1.5 million of the outstanding principal on the industrial development and revenue bonds. The Company repaid the remaining $1.5 million of the outstanding principal on the industrial development and revenue bonds during the second quarter of 2015.

Covenants and Limitations

        Under the Company's debt and credit facilities, the Company is required to meet various restrictive covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations in 2015 and 2014.

Other Matters

        Cash payments for interest were $35.1 million in 2015, $35.2 million in 2014, and $35.0 million in 2013. Interest expense, net is presented net of interest income of $0.7 million in 2015, $1.5 million in 2014, and $0.5 million in 2013.

        Regarding the Company's long-term debt, $150.0 million (excluding unamortized discount of $0.1 million) matures in 2016 and is presented in short-term debt as of December 31, 2015, $250.0 million (excluding unamortized discount of $0.6 million) matures in 2020, and $350.0 million (excluding unamortized discount of $0.8 million) matures in 2022.

        At December 31, 2015, the fair value of the Company's par value $350.0 million, 3.75% senior notes due 2022, $250 million, 5.125% senior notes due 2020, and par value $150 million, 6.125% senior notes due 2016, using the Level 2 inputs, is approximately $349.3 million, $268.6 million, and $152.9 million, respectively. Fair value is estimated based on current yield rates plus the Company's estimated credit spread available for financings with similar terms and maturities. The Company estimates that the fair value of amounts outstanding under the revolving credit facility approximates their carrying value.