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Indebtedness | 12 Months Ended
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Dec. 31, 2012
Indebtedness |
Indebtedness | (12) Indebtedness The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2012:
|  | December 31, 2011 |  | Borrowings |  | Repayments |  | Other(4) |  | December 31, 2012 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Domestic revolving loan facility |  | $ | — |  | $ | 1,065.0 |  | $ | (1,065.0 | ) | $ | — |  | $ | — |
Foreign revolving loan facility |  |  | 30.9 |  |  | — |  |  | (31.9 | ) |  | 1.0 |  |  | — |
Term loan 1(1) |  |  | 300.0 |  |  | — |  |  | (300.0 | ) |  | — |  |  | — |
Term loan 2(1) |  |  | 500.0 |  |  | — |  |  | (25.0 | ) |  | — |  |  | 475.0 |
6.875% senior notes |  |  | 600.0 |  |  | — |  |  | — |  |  | — |  |  | 600.0 |
7.625% senior notes |  |  | 500.0 |  |  | — |  |  | — |  |  | — |  |  | 500.0 |
Trade receivables financing arrangement(2) |  |  | — |  |  | 127.3 |  |  | (127.3 | ) |  | — |  |  | — |
Other indebtedness(3) |  |  | 70.2 |  |  | 17.7 |  |  | (26.3 | ) |  | 55.4 |  |  | 117.0 |
Total debt |  |  | 2,001.1 |  | $ | 1,210.0 |  | $ | (1,575.5 | ) | $ | 56.4 |  |  | 1,692.0 |
Less: short-term debt |  |  | 71.3 |  |  |  |  |  |  |  |  |  |  |  | 33.4 |
Less: current maturities of long-term debt |  |  | 4.2 |  |  |  |  |  |  |  |  |  |  |  | 8.7 |
Total long-term debt |  | $ | 1,925.6 |  |  |  |  |  |  |  |  |  |  | $ | 1,649.9 |
(1) On December 3, 2012, a portion of the proceeds from the sale of Service Solutions were used to repay $325.0 of the term loans ($300.0 for Term Loan 1 and $25.0 for Term Loan 2). In addition, we have allocated approximately $8.0 of interest expense associated with the $325.0 of term loan repayments to discontinued operations within our consolidated statement of operations for the year ended December 31, 2012. (2) Under this arrangement, we can borrow, on a continuous basis, up to $130.0, as available. At December 31, 2012, we had $46.3 of available borrowing capacity under the facility. (3) Includes balances under a purchase card program of $27.9 and $40.4 and capital lease obligations of $82.3 and $26.0 at December 31, 2012 and December 31, 2011, respectively. (4) "Other" includes debt assumed, including $60.0 of capital lease obligations related to the new corporate headquarters building, and foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar. Maturities of long-term debt payable during each of the five years subsequent to December 31, 2012 are $8.7, $581.4, $106.0, $304.6 and $604.5, respectively. Senior Credit Facilities Our senior credit facilities provide for committed senior secured financing in an initial amount of $2,600.0, consisting of the following (each with a final maturity of June 30, 2016 except for Term Loan 1, which had a final maturity date of June 22, 2013 prior to its early repayment in December 2012 — see below): • An incremental term loan ("Term Loan 1"), in an aggregate principal amount of $300.0, which was repaid in December 2012 in connection with the sale of our Service Solutions business; • An incremental term loan ("Term Loan 2"), in an aggregate principal amount of $500.0, $25.0 of which was repaid in December 2012 in connection with the sale of our Service Solutions business; • A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to $300.0; • A global revolving credit facility, available for loans in U.S. Dollars, Euros, British Pounds and other currencies in an aggregate principal amount up to the equivalent of $300.0; • A participation foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount in various currencies up to the equivalent of $1,000.0; and • A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount in various currencies up to the equivalent of $200.0. Term Loan 2, with an initial principal balance of $500.0 and principal balance at December 31, 2012 of $475.0, is repayable in quarterly installments (with annual aggregate repayments, as a percentage of the initial principal amount, of 15% for 2014 and 20% for 2015, together with a single quarterly payment of 5% at the end of the first fiscal quarter of 2016), with the remaining balance repayable in full on June 30, 2016. Our senior credit facilities require that we maintain: • A Consolidated Interest Coverage Ratio (as defined in the credit agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated interest expense for such period) as of the last day of any fiscal quarter of at least 3.50 to 1.00; and • A Consolidated Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of cash and cash equivalents in excess of $50.0) as of the last day of any fiscal quarter of not more than 3.25 to 1.00 (or 3.50 to 1.00 for the four fiscal quarters after certain permitted acquisitions by us). Our senior credit facilities also contain covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees or advances, make restricted junior payments, including dividends, redemptions of capital stock and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. We do not expect these covenants to restrict our liquidity, financial condition or access to capital resources in the foreseeable future. Our senior credit facilities also contain customary representations, warranties, affirmative covenants, and events of default. We are permitted under our senior credit facilities to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.50 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.50 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after June 30, 2011 equal to the sum of (i) $300.0 and (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the credit agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from July 1, 2011 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit). In connection with the August 2010 termination of our Swaps and the term loan under our then-existing senior credit facilities, we incurred $25.6 of costs, including $24.3 associated with the early termination of Swaps (see Note 13), $1.1 for the write-off of deferred financing costs, and $0.2 related to an early termination fee. At December 31, 2012, we had $533.6 of available borrowing capacity under our revolving credit facilities after giving effect to $66.4 reserved for outstanding letters of credit. In addition, at December 31, 2012, we had $414.3 of available issuance capacity under our foreign credit instrument facilities after giving effect to $785.7 reserved for outstanding letters of credit. Our senior credit facilities allow additional commitments to add an incremental term loan facility and/or increase the commitments in respect of the domestic revolving credit facility, the global revolving credit facility, the participation foreign credit instrument facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount of $525.0. The amount of the availability resets (up to a maximum of $1,000) as amounts are repaid under the term loans. We are the borrower under all the facilities, and certain of our foreign subsidiaries are borrowers under the foreign credit instrument facilities (and we may in the future designate other subsidiaries to be borrowers under the revolving credit facilities and the foreign credit instrument facilities). All borrowings and other extensions of credit under our senior credit facilities are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The letters of credit under the domestic revolving credit facility are stand-by letters of credit requested by any borrower on behalf of itself or any of its subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue credit instruments, including bank undertakings to support primarily commercial contract performance. The interest rates applicable to loans under our senior credit facilities are, at our option, equal to either (i) an alternate base rate (the higher of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0%) or (ii) a reserve-adjusted LIBOR rate for dollars (Eurodollar) plus, in each case, an applicable margin percentage, which varies based on our Consolidated Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of cash and cash equivalents in excess of $50.0) at the date of determination to consolidated adjusted EBITDA for the four fiscal quarters ended on such date). We may elect interest periods of one, two, three or six months for Eurodollar borrowings. The fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans are (all on a per annum basis) as follows:
Consolidated Leverage Ratio |  | Domestic Revolving Commitment Fee |  | Global Revolving Commitment Fee |  | Letter of of Credit Fee |  | Foreign Credit Commitment Fee and Bilateral Foreign Credit Fee |  | Foreign Credit Instrument Fee and Bilateral Foreign Credit Fee |  | LIBOR Rate Loans |  | ABR Loans |  | Term Loan LIBOR Rate Loans |  | Term Loan ABR Loans |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Greater than or equal to 3.00 to 1.00 |  |  | 0.40 | % |  | 0.40 | % |  | 2.00 | % |  | 0.40 | % |  | 1.25 | % |  | 2.00 | % |  | 1.00 | % |  | 2.25 | % |  | 1.25 | %
Between 2.00 to 1.00 and 3.00 to 1.00 |  |  | 0.35 | % |  | 0.35 | % |  | 1.875 | % |  | 0.35 | % |  | 1.125 | % |  | 1.875 | % |  | 0.875 | % |  | 2.125 | % |  | 1.125 | %
Between 1.50 to 1.00 and 2.00 to 1.00 |  |  | 0.30 | % |  | 0.30 | % |  | 1.75 | % |  | 0.30 | % |  | 1.00 | % |  | 1.75 | % |  | 0.75 | % |  | 2.00 | % |  | 1.00 | %
Between 1.00 to 1.00 and 1.50 to 1.00 |  |  | 0.275 | % |  | 0.275 | % |  | 1.50 | % |  | 0.275 | % |  | 0.875 | % |  | 1.50 | % |  | 0.50 | % |  | 1.75 | % |  | 0.75 | %
Less than 1.00 to 1.00 |  |  | 0.25 | % |  | 0.25 | % |  | 1.25 | % |  | 0.25 | % |  | 0.75 | % |  | 1.25 | % |  | 0.25 | % |  | 1.50 | % |  | 0.50 | %
The weighted-average interest rate of our outstanding borrowings under our senior credit facilities was approximately 2.40% at December 31, 2012. The fees for bilateral foreign credit commitments are as specified above for foreign credit commitments, unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.20% per annum, respectively. We paid an upfront fee in an amount equal to an approximate average of 0.50% of the commitment of each lender providing a portion of the Term Loans. In addition, we were required to pay a commitment fee in an amount equal to 0.275% per annum of the daily unused amount of the commitment of the Term Loans, which accrued from October 5, 2011 through December 22, 2011, the date on which the Term Loan amounts were borrowed. Our senior credit facilities require mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions). Mandatory prepayments will be applied, first, to repay any amounts outstanding under the Term Loans and any other incremental term loans that we may have outstanding in the future, in the manner and order selected by us, and second, after the Term Loans and any such incremental term loans have been repaid in full, to repay amounts (or cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested in permitted acquisitions, permitted investments or assets to be used in our business within 360 days of the receipt of such proceeds. We may voluntarily prepay loans under our senior credit facilities, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders' breakage costs in the case of a prepayment of Eurodollar and LIBOR rate borrowings other than on the last day of the relevant interest period. Indebtedness under our senior credit facilities is guaranteed by: • Each existing and subsequently acquired or organized domestic material subsidiary, with specified exceptions; and • SPX Corporation with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral participation foreign credit instrument facility. Indebtedness under our senior credit facilities is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by us or our domestic subsidiary guarantors and 65% of the capital stock of our material first tier foreign subsidiaries (with certain exceptions). If our corporate credit rating is "Ba2" or less (or not rated) by Moody's and "BB" or less (or not rated) by S&P, then we and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of our and their assets. If our corporate credit rating is "Baa3" or better by Moody's or "BBB-" or better by S&P and no defaults exist, then all collateral security will be released and the indebtedness under our senior credit facilities will be unsecured. At December 31, 2012, we were in compliance with all covenant provisions of our senior credit facilities, and the senior credit facilities did not impose any restrictions on our ability to repurchase shares or pay dividends, other than those inherent in the credit agreement. Senior Notes In August 2010, we issued, in a private placement, $600.0 aggregate principal amount of 6.875% senior unsecured notes that mature in 2017. We used the proceeds from the offering to repay the remaining balance under the term loan of our then-existing senior credit facilities of $562.5, to pay $26.9 of termination costs (including $2.6 of accrued interest) for Swaps related to the then-existing term loan, and the remainder to pay the majority of the financing costs incurred in connection with the offering. The interest payment dates for these notes are March 1 and September 1 of each year, commencing on March 1, 2011. The notes are redeemable, in whole or in part, at any time prior to maturity at a price equal to 100% of the principal amount thereof plus an applicable premium, plus accrued and unpaid interest. In addition, at any time prior to September 1, 2013, we may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875%, plus accrued and unpaid interest. If we experience certain types of change of control transactions, we must offer to repurchase the notes at 101% of the aggregate principal amount of the notes outstanding, plus accrued and unpaid interest. These notes are unsecured and rank equally with all our existing and future unsubordinated unsecured senior indebtedness, but are effectively junior to our senior credit facilities. The indenture governing these notes contains covenants that, among other things, limit our ability to incur liens, enter into sale and leaseback transactions and consummate some mergers. During the third quarter of 2011, these senior notes became freely tradable. Payment of the principal, premium, if any, and interest on these notes is guaranteed on a senior unsecured basis by our domestic subsidiaries. The likelihood of having to make payments under the guarantee is considered remote. In December 2007, we issued, in a private placement, $500.0 aggregate principal amount of 7.625% senior unsecured notes that mature in 2014. We used the net proceeds from the offering for general corporate purposes, including the financing of our acquisition of APV. The interest payment dates for these notes are June 15 and December 15 of each year. The notes are redeemable, in whole, or in part, at any time prior to maturity at a price equal to 100% of the principal amount thereof plus a premium, plus accrued and unpaid interest. If we experience certain types of change of control transactions, we must offer to repurchase the notes at 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest. These notes are unsecured and rank equally with all our existing and future unsecured senior indebtedness, but are effectively junior to our senior credit facilities. The indenture governing these notes contains covenants that, among other things, limit our ability to incur liens, enter into sale and leaseback transactions and consummate some mergers. During the first quarter of 2009, these senior notes became freely tradable. At December 31, 2012, we were in compliance with all covenant provisions of our senior notes. Other Borrowings and Financing Activities Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 2012 and 2011, the participating businesses had $27.9 and $40.4, respectively, outstanding under this arrangement. As this arrangement extends the payment of our businesses' payables beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $130.0. Availability of funds may fluctuate over time given changes in eligible receivable balances, but will not exceed the $130.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business. We had $7.2 of letters of credit outstanding under separate arrangements in China, India, and South Africa.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 + Details
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