Debt

9 Months Ended

Sep. 30, 2011

Debt

Debt

2.  Debt

The following table summarizes the long-term debt of the Company:

	September 30,		December 31,		September 30,
	2011		2010		2010
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	30	$	—	$	—
Term Loans:
Term Loan A (170 million AUD at September 30, 2011)	166
Term Loan B	600
Term Loan C (116 million CAD at September 30, 2011)	112
Term Loan D (€141 million at September 30, 2011)	191
Fourth Amended and Restated Secured Credit Agreement:
Term Loans:
Term Loan A			92		155
Term Loan B			190		190
Term Loan C			111		107
Term Loan D			253		258
Senior Notes:
6.75%, due 2014			400		400
6.75%, due 2014 (€225 million)			300		306
3.00%, Exchangeable, due 2015	620		607		603
7.375%, due 2016	587		585		584
6.875%, due 2017 (€300 million)	406		401		408
6.75%, due 2020 (€500 million)	677		668		680
Senior Debentures:
7.80%, due 2018	250		250		250
Other	154		164		131
Total long-term debt	3,793		4,021		4,072
Less amounts due within one year	50		97		66
Long-term debt	$	3,743	$	3,924	$	4,006

On May 19, 2011, the Company’s subsidiary borrowers entered into the Secured Credit Agreement (the “Agreement”).  The proceeds from the Agreement were used to repay all outstanding amounts under the previous credit agreement and the U.S. dollar-denominated 6.75% senior notes due 2014.  On June 7, 2011, the Company also redeemed the euro-denominated 6.75% senior notes due 2014.  The Company recorded $25 million of additional interest charges for note repurchase premiums and the related write-off of unamortized finance fees.

At September 30, 2011, the Agreement included a $900 million revolving credit facility, a 170 million Australian dollar term loan, a $600 million term loan, a 116 million Canadian dollar term loan, and a €141 million term loan, each of which has a final maturity date of May 19, 2016.  At September 30, 2011, the Company’s subsidiary borrowers had unused credit of $767 million available under the Agreement.

The Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted junior payments, make certain asset sales within guidelines and limits, make capital expenditures beyond a certain threshold, engage in material transactions with shareholders and affiliates, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain outstanding debt obligations.

The Agreement also contains one financial maintenance covenant, a Leverage Ratio, that requires the Company to not exceed a ratio calculated by dividing consolidated total debt, less cash and cash equivalents, by Consolidated Adjusted EBITDA, as defined in the Agreement.  The Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Agreement.  In such an event, the Company could not request borrowings under the revolving facility, and all amounts outstanding under the Agreement, together with accrued interest, could then be declared immediately due and payable.  If an event of default occurs under the Agreement and the lenders cause all of the outstanding debt obligations under the Agreement to become due and payable, this would result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.  A default or event of default under the Agreement, indentures or agreements governing other indebtedness could also lead to an acceleration of debt under other debt instruments that contain cross acceleration or cross-default provisions.

The Leverage Ratio also determines pricing under the Agreement.  The interest rate on borrowings under the Agreement is, at the Company’s option, the Base Rate or the Eurocurrency Rate, as defined in the Agreement.  These rates include a margin linked to the Leverage Ratio.  The margins range from 1.25% to 2.00% for Eurocurrency Rate loans and from 0.25% to 1.00% for Base Rate loans.  In addition, a facility fee is payable on the revolving credit facility commitments ranging from 0.25% to 0.50% per annum linked to the Leverage Ratio.  The weighted average interest rate on borrowings outstanding under the Agreement at September 30, 2011 was 2.93%. As of September 30, 2011, the Company was in compliance with all covenants and restrictions in the Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Agreement will not be adversely affected by the covenants and restrictions.

Borrowings under the Agreement are secured by substantially all of the assets, excluding real estate, of the Company’s domestic subsidiaries and certain foreign subsidiaries.  Borrowings are also secured by a pledge of intercompany debt and equity in most of the Company’s domestic subsidiaries and stock of certain foreign subsidiaries.  All borrowings under the agreement are guaranteed by substantially all domestic subsidiaries of the Company for the term of the Agreement.

The Company has a €280 million European accounts receivable securitization program, which extends through September 2016, subject to annual renewal of backup credit lines.  Information related to the Company’s accounts receivable securitization program is as follows:

	September 30,			December 31,			September 30,
	2011			2010			2010
Balance (included in short-term loans)	$	233		$	247		$	243
Weighted average interest rate	1.87		%	2.40		%	2.49		%

The carrying amounts reported for the accounts receivable securitization programs, and certain long-term debt obligations subject to frequently redetermined interest rates, approximate fair value.  Fair values for the Company’s significant fixed rate debt obligations are generally based on published market quotations.

Fair values at September 30, 2011 of the Company’s significant fixed rate debt obligations are as follows:

	Principal Amount		Indicated	Fair Value
	(millions of		Market	(millions of
	dollars)		Price	dollars)
Senior Notes:
3.00%, Exchangeable, due 2015	$	690	89.95	$	621
7.375%, due 2016	600		105.25	632
6.875%, due 2017 (€300 million)	406		95.46	388
6.75%, due 2020 (€500 million)	677		92.81	628
Senior Debentures:
7.80%, due 2018	250		106.00	265