|
DEBT (Tables)
|
12 Months Ended |
|
Dec. 31, 2012
|
| DEBT |
|
| Outstanding debt |
Outstanding debt of consolidated entities consisted of the following (dollars in millions):
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2012 |
|
2011 |
|
|
Senior Credit Facilities:
|
|
|
|
|
|
|
|
|
Term loans
|
|
$ |
1,565 |
|
$ |
1,696 |
|
|
Amounts outstanding under A/R programs
|
|
|
241 |
|
|
237 |
|
|
Senior notes
|
|
|
568 |
|
|
472 |
|
|
Senior subordinated notes
|
|
|
892 |
|
|
976 |
|
|
HPS (China) debt
|
|
|
94 |
|
|
167 |
|
|
Variable interest entities
|
|
|
270 |
|
|
281 |
|
|
Other
|
|
|
72 |
|
|
113 |
|
| |
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,702 |
|
$ |
3,942 |
|
| |
|
|
|
|
|
|
Total current portion of debt
|
|
$ |
288 |
|
$ |
212 |
|
|
Long-term portion
|
|
|
3,414 |
|
|
3,730 |
|
| |
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,702 |
|
$ |
3,942 |
|
| |
|
|
|
|
|
|
Total debt—excluding debt to affiliates
|
|
$ |
3,702 |
|
$ |
3,942 |
|
|
Notes payable to affiliates-current
|
|
|
100 |
|
|
100 |
|
|
Notes payable to affiliates-noncurrent
|
|
|
599 |
|
|
439 |
|
| |
|
|
|
|
|
|
Total debt
|
|
$ |
4,401 |
|
$ |
4,481 |
|
| |
|
|
|
|
|
|
| Schedule of Senior Credit Facilities |
As of December 31, 2012, our Senior Credit Facilities consisted of our Revolving Facility, our Term Loan B, 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(2) |
|
Maturity |
|
|
Revolving Facility
|
|
$ |
400 |
|
$ |
— |
(1) |
$ |
— |
(1) |
USD LIBOR plus 2.50% |
|
|
2017 |
(3) |
|
Term Loan B
|
|
|
NA |
|
|
193 |
|
|
193 |
|
USD LIBOR plus 1.50% |
|
|
2014 |
|
|
Extended Term Loan B
|
|
|
NA |
|
|
637 |
|
|
637 |
|
USD LIBOR plus 2.50% |
|
|
2017 |
(3) |
|
Extended Term Loan B— Series 2
|
|
|
NA |
|
|
342 |
|
|
342 |
|
USD LIBOR plus 2.75% |
|
|
2017 |
(3) |
|
Term Loan C
|
|
|
NA |
|
|
419 |
|
|
393 |
|
USD LIBOR plus 2.25% |
|
|
2016 |
|
- (1)
- We had no borrowings outstanding under our Revolving Facility; we had approximately $19 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.
- (2)
- The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of December 31, 2012, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 3.0%.
- (3)
- The maturity of the Revolving Facility commitments will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our 2016 Senior Notes, Term Loan B due April 19, 2014 and Term Loan C due June 30, 2016. The maturity of Extended Term Loan B and Extended Term Loan B—Series 2 will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to refinance or repay our 2016 Senior Notes that remain outstanding during the three months prior to the maturity date of such notes.
|
| Schedule of A/R Programs |
Information regarding the A/R Programs was as follows (monetary amounts in millions):
|
|
|
|
|
|
|
|
|
| December 31, 2012 |
|
Facility
|
|
Maturity |
|
Maximum Funding
Availability(1) |
|
Amount
Outstanding |
|
Interest Rate(2)(3) |
|
U.S. A/R Program
|
|
April 2014 |
|
$250 |
|
$90(4) |
|
Applicable Rate plus
1.50% - 1.65% |
|
EU A/R Program
|
|
April 2014 |
|
€225
(approximately
$297) |
|
€114
(approximately
$151) |
|
Applicable Rate plus 2.0% |
|
|
|
|
|
|
|
|
|
| December 31, 2011 |
|
Facility
|
|
Maturity |
|
Maximum Funding
Availability(1) |
|
Amount
Outstanding |
|
Interest Rate(2)(3) |
|
U.S. A/R Program
|
|
April 2014 |
|
$250 |
|
$90(4) |
|
Applicable Rate plus
1.50% - 1.65% |
|
EU A/R Program
|
|
April 2014 |
|
€225
(approximately
$291) |
|
€114
(approximately
$147) |
|
Applicable Rate plus 2.0% |
- (1)
- The amount of actual availability under the 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 the U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. Applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR.
- (4)
- As of December 31, 2012, we had approximately $5 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, 2012, we had outstanding the following notes (monetary amounts in millions):
|
|
|
|
|
|
|
|
|
Notes
|
|
Maturity |
|
Interest Rate |
|
Amount Outstanding |
|
2016 Senior Notes
|
|
June 2016 |
|
|
5.50% |
(1) |
$200 ($168 carrying value) |
|
2020 Senior Notes
|
|
November 2020 |
|
|
4.875 |
% |
$400 |
|
Senior Subordinated Notes
|
|
March 2020 |
|
|
8.625 |
% |
$350 |
|
Senior Subordinated Notes
|
|
March 2021 |
|
|
8.625 |
% |
$530 ($542 carrying value) |
- (1)
- The effective interest rate at issuance was 11.73%.
|
| Redemption of Notes and Loss on Early Extinguishment of Debt |
During the years ended December 31, 2012 and 2011, 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 |
|
|
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 |
|
|
Three months ended December 31, 2011
|
|
6.875% Senior
Subordinated Notes
due 2013 |
|
€70
(approximately $94) |
|
€71
(approximately $96) |
|
$ |
2 |
|
|
Three months ended September 30, 2011
|
|
6.875% Senior
Subordinated Notes
due 2013 |
|
€14
(approximately $19) |
|
€14
(approximately $19) |
|
$ |
— |
|
|
Three months ended September 30, 2011
|
|
7.50% Senior
Subordinated Notes
due 2015 |
|
€12
(approximately $17) |
|
€12
(approximately $17) |
|
$ |
— |
|
|
July 25, 2011
|
|
7.375% Senior
Subordinated Notes
due 2015 |
|
$75 |
|
$77 |
|
$ |
2 |
|
|
January 18, 2011
|
|
7.375% Senior
Subordinated Notes
due 2015 |
|
$100 |
|
$102 |
|
$ |
3 |
|
|
| 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, 2012 are as follows (dollars in millions):
|
|
|
|
|
|
Year ending
December 31
|
|
|
|
|
2013
|
|
$ |
288 |
|
|
2014
|
|
|
522 |
|
|
2015
|
|
|
32 |
|
|
2016
|
|
|
577 |
|
|
2017
|
|
|
967 |
|
|
Thereafter
|
|
|
1,316 |
|
| |
|
|
|
|
|
|
$ |
3,702 |
|
| |
|
|
|
|