|
DEBT (Tables)
|
3 Months Ended |
12 Months Ended |
|
Mar. 31, 2014
|
Dec. 31, 2013
|
| DEBT |
|
|
| Outstanding debt |
Outstanding debt consisted of the following (dollars in millions):
|
|
|
|
|
|
|
|
|
|
March 31,
2014 |
|
December 31,
2013 |
|
|
Senior Credit Facilities:
|
|
|
|
|
|
|
|
|
Term loans
|
|
$ |
1,338 |
|
$ |
1,351 |
|
|
Amounts outstanding under A/R programs
|
|
|
247 |
|
|
248 |
|
|
Senior notes
|
|
|
1,060 |
|
|
1,061 |
|
|
Senior subordinated notes
|
|
|
891 |
|
|
891 |
|
|
HPS (China) debt
|
|
|
40 |
|
|
40 |
|
|
Variable interest entities
|
|
|
238 |
|
|
247 |
|
|
Other
|
|
|
77 |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,891 |
|
$ |
3,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current portion of debt
|
|
$ |
270 |
|
$ |
277 |
|
|
Long-term portion
|
|
|
3,621 |
|
|
3,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,891 |
|
$ |
3,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,891 |
|
$ |
3,910 |
|
|
Notes payable to affiliates-current
|
|
|
100 |
|
|
100 |
|
|
Notes payable to affiliates-noncurrent
|
|
|
712 |
|
|
779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$ |
4,703 |
|
$ |
4,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Outstanding debt of consolidated entities consisted of the following (dollars in millions):
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2013 |
|
2012 |
|
|
Senior Credit Facilities:
|
|
|
|
|
|
|
|
|
Term loans
|
|
$ |
1,351 |
|
$ |
1,565 |
|
|
Amounts outstanding under A/R programs
|
|
|
248 |
|
|
241 |
|
|
Senior notes
|
|
|
1,061 |
|
|
568 |
|
|
Senior subordinated notes
|
|
|
891 |
|
|
892 |
|
|
HPS (China) debt
|
|
|
40 |
|
|
94 |
|
|
Variable interest entities
|
|
|
247 |
|
|
270 |
|
|
Other
|
|
|
72 |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,910 |
|
$ |
3,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current portion of debt
|
|
$ |
277 |
|
$ |
288 |
|
|
Long-term portion
|
|
|
3,633 |
|
|
3,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,910 |
|
$ |
3,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,910 |
|
$ |
3,702 |
|
|
Notes payable to affiliates-current
|
|
|
100 |
|
|
100 |
|
|
Notes payable to affiliates-noncurrent
|
|
|
779 |
|
|
599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$ |
4,789 |
|
$ |
4,401 |
|
|
|
|
|
|
|
|
|
|
|
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| Schedule of Senior Credit Facilities |
As of March 31, 2014, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our extended term loan B facility ("Extended Term Loan B"), our extended term loan B facility—series 2 ("Extended Term Loan B—Series 2") and our term loan C facility ("Term Loan C") as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Committed
Amount |
|
Principal
Outstanding |
|
Carrying
Value |
|
Interest Rate(2) |
|
Maturity |
|
|
Revolving Facility
|
|
$ |
400 |
(1) |
$ |
— |
(2) |
$ |
— |
(2) |
USD LIBOR plus 2.50% |
|
|
2017 |
|
|
Extended Term Loan B
|
|
|
NA |
|
|
952 |
|
|
951 |
|
USD LIBOR plus 2.50% |
|
|
2017 |
|
|
Extended Term Loan B—Series 2
|
|
|
NA |
|
|
339 |
|
|
339 |
|
USD LIBOR plus 2.75% |
|
|
2017 |
|
|
Term Loan C
|
|
|
NA |
|
|
50 |
|
|
48 |
|
USD LIBOR plus 2.25% |
|
|
2016 |
|
- (1)
- We have commitments with certain financial institutions to provide for a $200 million increase to our Revolving Facility ("Revolving Increase") to an aggregate Revolving Facility committed amount of $600 million upon completion of the acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc.
- (2)
- We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.
- (3)
- The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of March 31, 2014, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%.
|
As of December 31, 2013, our Senior Credit Facilities consisted of our Revolving Facility, our Extended Term Loan B, our Extended Term Loan B—Series 2 and our Term Loan C as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Committed
Amount |
|
Principal
Outstanding |
|
Carrying
Value |
|
Interest Rate(3) |
|
Maturity |
|
|
Revolving Facility
|
|
$ |
400 |
(1) |
$ |
— |
(2) |
$ |
— |
(2) |
USD LIBOR plus 2.50% |
|
|
2017 |
|
|
Extended Term Loan B
|
|
|
NA |
|
|
962 |
|
|
961 |
|
USD LIBOR plus 2.50% |
|
|
2017 |
|
|
Extended Term Loan B—Series 2
|
|
|
NA |
|
|
342 |
|
|
342 |
|
USD LIBOR plus 3.00% |
|
|
2017 |
|
|
Term Loan C
|
|
|
NA |
|
|
50 |
|
|
48 |
|
USD LIBOR plus 2.25% |
|
|
2016 |
|
- (1)
- We have commitments with certain financial institutions to provide for a $200 million Revolving Increase to an aggregate Revolving Facility committed amount of $600 million upon completion of the acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc.
- (2)
- We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.
- (3)
- The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of December 31, 2013, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3%.
|
| Schedule of A/R Programs |
|
Information regarding our A/R Programs as of December 31, 2013 was as follows (monetary amounts in millions):
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Maturity |
|
Maximum Funding
Availability(1) |
|
Amount
Outstanding |
|
Interest
Rate(2)(3) |
|
U.S. A/R Program
|
|
April 2016 |
|
$250 |
|
$90(4) |
|
Applicable rate plus 1.10% |
|
EU A/R Program
|
|
April 2016 |
|
€225 (approximately $311) |
|
€114 (approximately $158) |
|
Applicable rate plus 1.35% |
- (1)
- The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.
- (2)
- Each interest rate is defined in the applicable agreements. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment.
- (3)
- Applicable rate for our U.S. A/R Program is defined by the lender as USD LIBOR. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR.
- (4)
- As of December 31, 2013, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.
|
| Summary of outstanding notes |
|
As of December 31, 2013, we had outstanding the following notes (monetary amounts in millions):
|
|
|
|
|
|
|
|
|
Notes
|
|
Maturity |
|
Interest
Rate |
|
Amount
Outstanding |
|
2021 Senior Notes
|
|
April 2021 |
|
|
5.125 |
% |
€300 (approximately $415) |
|
2020 Senior Notes
|
|
November 2020 |
|
|
4.875 |
% |
$650 ($647 carrying value) |
|
Senior Subordinated Notes
|
|
March 2020 |
|
|
8.625 |
% |
$350 |
|
Senior Subordinated Notes
|
|
March 2021 |
|
|
8.625 |
% |
$530 ($541 carrying value) |
|
| Redemption of Notes and Loss on Early Extinguishment of Debt |
During the three months ended March 31, 2013, we redeemed or repurchased the following notes (monetary amounts in millions):
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|
|
|
|
|
|
|
|
|
|
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Date of Redemption
|
|
Notes |
|
Principal
Amount of
Notes
Redeemed |
|
Amount Paid
(Excluding
Accrued Interest) |
|
Loss on
Early
Extinguishment
of Debt |
|
|
March 4, 2013
|
|
5.50% Senior Notes due 2016 |
|
$ |
200 |
|
$ |
200 |
|
$ |
34 |
|
|
During the years ended December 31, 2013 and 2012, we redeemed or repurchased the following notes (monetary amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Date of Redemption
|
|
Notes |
|
Principal Amount of
Notes Redeemed |
|
Amount Paid
(Excluding Accrued
Interest) |
|
Loss on Early
Extinguishment
of Debt |
|
|
March 4, 2013
|
|
5.50% Senior Notes due 2016 |
|
$200 |
|
$200 |
|
$ |
34 |
|
|
December 3, 2012
|
|
5.50% Senior Notes due 2016 |
|
$400 |
|
$400 |
|
$ |
77 |
|
|
March 26, 2012
|
|
7.50% Senior Subordinated Notes due 2015 |
|
€64
(approximately
$86) |
|
€65
(approximately
$87) |
|
$ |
1 |
|
|
| Scheduled maturities of our debt (excluding debt to affiliates) |
|
The scheduled maturities of our debt (excluding debt to affiliates) by year as of December 31, 2013 are as follows (dollars in millions):
|
|
|
|
|
|
Year ending December 31,
|
|
|
|
|
2014
|
|
$ |
277 |
|
|
2015
|
|
|
32 |
|
|
2016
|
|
|
326 |
|
|
2017
|
|
|
1,282 |
|
|
2018
|
|
|
23 |
|
|
Thereafter
|
|
|
1,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,910 |
|
|
|
|
|
|
|
|
|
|
|
|
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