Debt and Commitments

Long-term debt and notes and overdrafts payable at December 31 consisted of:



	2012					2011
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
3.375% Convertible Notes	$	55,636		$	57,977	$	55,636		$	59,038
Unamortized debt discount – 3.375% Convertible Notes	(3,122		)	—		(5,333		)	—
Revolving credit agreement	589,200			599,172		281,900			270,288
Borrowings under lines of credit and overdrafts	3,380			3,380		12,364			12,364
Foreign bank borrowings	945			947		1,485			1,642
Other	574			574		—			—
	646,613			662,050		346,052			343,332
Less current maturities	(4,494		)			(12,904		)
Long-term debt	$	642,119				$	333,148

The Company’s long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce the overall cost of borrowing and to mitigate fluctuations in interest rates. Among other things, interest rate fluctuations impact the market value of the Company’s fixed-rate debt and fluctuations in the Company’s stock price impact the market value of its convertible notes.

In 2007, the Company sold $100,000 of 3.375% Senior Subordinated Convertible Notes due in March 2027 with interest payable semi-annually on March 1 and September 1 of each year commencing on September 1, 2007. During 2009, the Company repurchased $44,364 par value of these notes. The 3.375% Convertible Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company. These notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. Additionally, these notes may be converted into a combination of cash and common stock of the Company at a conversion value equal to 35.3235 shares per note, equivalent to a conversion price of approximately $28.31 per share of common stock upon meeting certain conditions provided in the respective indenture agreement including (i) the average stock price of the highest 20 days of the last 30 days in a quarter is greater than 130% of the conversion price or (ii) the note holders may require the Company to redeem some or all of the Notes on March 15^th of 2014, 2017 and 2022. The first $1 of the conversion value of each note would be paid in cash and the additional conversion value, if any, would be paid in cash or common stock, at the option of the Company.

The if-converted values of the Company’s 3.375% Convertible Notes as of December 31, 2012 and 2011 did not exceed their respective principal amounts as the Company’s stock price during these periods was not in excess of the conversion prices. During 2012 and 2011, none of the 3.375% Convertible Notes were eligible for conversion. Additionally, the 3.375% Convertible Notes are not eligible for conversion from January 1, 2013 through March 31, 2013. The fair value of the notes was determined using quoted market prices (inactively traded) that represent Level 2 observable inputs.

Effective April 5, 2011, the Company exercised its right to redeem the remaining $92,500 principal amount of the 3.75% Convertible Notes under their indenture agreement. Of the total $92,500 principal amount, $11,865 of these notes were redeemed with accrued interest through the redemption date. The remaining $80,635 of these notes were surrendered for conversion. The Company elected to pay cash to holders of the notes surrendered for conversion, including the value of any residual shares of common stock that were payable to the holders electing to convert their notes into an equivalent share value, resulting in a total cash payment of $90,438 including a premium on conversion of $9,803 which reduced the equity component by $6,085, net of tax of $3,718. As a result of this transaction, the Company recaptured $40,217 of previously deducted contingent convertible debt interest which resulted in a $15,252 reduction in short-term deferred tax liabilities as well as a reduction of tax loss carryforwards reflected in long-term deferred tax assets. The Company used borrowings under its Credit Facility to finance the redemption of the 3.75% Convertible Notes.

The following table sets forth balance sheet information regarding the Company’s convertible notes at December 31:



	2012			2011
3.375% Convertible Notes:
Carrying value of equity component, net of tax	$	10,772		$	10,772
Principal value of liability component	$	55,636		$	55,636
Unamortized debt discount	(3,122		)	(5,333		)
Net carrying value of liability component	$	52,514		$	50,303

As of December 31, 2012, the remaining unamortized debt discount on the 3.375% Convertible Notes will be amortized over a remaining period of 15 months. The effective interest rate on the liability component is 8.00%.

The following table sets forth the components of interest expense for the Company’s convertible notes for the years ended December 31, 2012, 2011 and 2010.



	2012		2011		2010
Interest expense – 3.375% coupon	$	1,878	$	1,878	$	1,878
Interest expense – 3.375% debt discount amortization	2,211		2,044		1,887
Interest expense – 3.75% coupon	—		1,225		3,469
Interest expense – 3.75% debt discount amortization	—		114		3,841
	$	4,089	$	5,261	$	11,075

In September 2011, the Company entered into an amended and restated revolving credit agreement (the "Credit Agreement" or "Credit Facility") with Bank of America, N.A. as the administrative agent. The Credit Agreement increased the borrowing availability of the Credit Facility from $400,000 to $500,000 and extended the expiration date of the Credit Facility by four years from September 2012 to September 2016. In July 2012, the Company executed a $250,000 accordion feature that was available under the Credit Agreement increasing the available amount under the Credit Facility to $750,000. The Company paid fees and expenses of $1,030 and $2,012 in conjunction with the execution of the accordion feature in 2012 and the refinancing of the Credit Agreement in 2011, respectively. Such fees will be amortized into interest expense through the maturity date of the Credit Agreement.

Borrowings under the Credit Agreement bear interest at LIBOR plus a spread ranging from 1.10% to 1.70% depending on the Company's leverage ratio at the time of the borrowing. At December 31, 2012, borrowings and availability under the Credit Agreement were $589,200 and $160,800, respectively. The interest rate on these borrowings was 1.97% and 1.49% on December 31, 2012 and 2011, respectively. The fair value of the borrowings is based on observable Level 2 inputs. The borrowings are valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

As with the prior revolving credit agreement, the Company's borrowing capacity is limited by various debt covenants within the Credit Agreement. The Credit Agreement requires the Company to maintain a ratio of Consolidated Senior Debt, as defined in the Credit Agreement, to Consolidated EBITDA, as defined in the Credit Agreement, of not more than 3.25 times at the end of each fiscal quarter ending on or before September 30, 2013, after which the ratio will decrease to 3.00 times. In addition, the Credit Agreement requires the Company to maintain a ratio of Consolidated Total Debt, as defined in the Credit Agreement, to Consolidated EBITDA of not more than 4.00 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not more than 3.75 times at the end of any fiscal quarter, and a ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined in the Credit Agreement, of not less than 4.25 times for each fiscal quarter ending on or before September 30, 2013, and thereafter of not less than 4.50 times at the end of any fiscal quarter. At December 31, 2012, the Company was in compliance with all covenants under the Credit Agreement and is closely monitoring its future compliance based on current and future economic conditions.

In addition, the Company has available approximately $15,000 in uncommitted short-term bank credit lines ("Credit Lines") of which $2,800 was borrowed at December 31, 2012 at an interest rate of 2.16% and $12,000 was borrowed at December 31, 2011 at an interest rate of 2.17%. The Company had also borrowed $580 and $364 under overdraft facilities at December 31, 2012 and 2011, respectively. Repayments under the Credit Lines are due within seven days after being borrowed. Repayments of the overdrafts are generally due within two days after being borrowed. The carrying amounts of the Credit Lines and overdrafts approximate fair value due to the short maturities of these financial instruments.

The Company also has foreign bank borrowings. The fair value of the foreign bank borrowings are based on observable Level 2 inputs. These instruments are valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

Other debt consists primarily of bank acceptances which are used to pay certain vendors. Bank acceptances represent financial instruments accepted by certain Chinese vendors in lieu of cash paid on receivables, generally range from three to six months in maturity and are guaranteed by banks. The fair value of the bank acceptances are based on observable Level 2 inputs and their carrying amounts approximate fair value due to their short maturities.

Long-term debt and notes payable, excluding the unamortized debt discount related to the Convertible Notes, are payable as follows: $4,494 in 2013, $56,041 in 2014, $0 in 2015, $589,200 in 2016, $0 in 2017 and $0 thereafter. The 3.375% Convertible Notes are included in 2014 according to their first put date.

In addition, the Company had outstanding letters of credit totaling $6,319 at December 31, 2012.

Interest paid was $9,512, $11,038 and $13,099 in 2012, 2011 and 2010, respectively. Interest capitalized was $195, $106 and $110 in 2012, 2011 and 2010, respectively, and is being depreciated over the lives of the related fixed assets.