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1 AGILENT TECHNOLOGIES INC
 
 
14. SENIOR NOTES
 
 
In October 2007, the company issued an aggregate principal amount of $600 million in senior notes. The senior notes were issued at 99.60% of their principal amount. The notes will mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-annually on May 1st and November 1st of each year and payments commenced on May 1, 2008. The senior notes are unsecured and rank equally in right of payment with all of Agilent’s other senior unsecured indebtedness. The company incurred issuance costs of $5 million in connection with the senior notes. These costs were capitalized in other assets on the condensed consolidated balance sheet and the costs are being amortized to interest expense over the term of the senior notes.
 
On November 25, 2008, we terminated the two remaining interest rate swap contracts associated with our senior notes that represented the notional amount of $400 million. The asset value upon termination was approximately $43 million. The proceeds were recorded as operating cash flows and the gain is being deferred and amortized over the remaining life of the senior notes.
2 Alpha Natural Resources, Inc.
(8)
Long-Term Debt

Long-term debt consisted of the following:

   
September 30, 2009
   
December 31, 2008
 
             
Term loan due 2011
  $ 293,125     $ -  
Term loan due 2012
    -       233,125  
7.25% senior notes due 2014
    298,285       -  
7.25% senior notes discount
    (9,079 )     -  
2.375% convertible senior note due 2015
    287,500       287,500  
2.375% convertible senior notes discount
    (79,778 )     (87,830 )
Capital lease obligation
    -       232  
Total long-term debt
    790,053       433,027  
Less current portion
    33,500       232  
Long-term debt, net of current portion
  $ 756,553     $ 432,795  

Old Alpha Credit Agreement

On July 31, 2009, in conjunction with the Merger (see Note 18), Old Alpha terminated its existing senior secured credit facilities, which consisted of a $250,000 term loan facility, of which $233,125 was outstanding at July 31, 2009 (and due in 2012), and a $375,000 revolving credit facility. On July 31, 2009, the Company repaid the outstanding balance under the term loan and recorded a loss on early extinguishment of debt to write off the remaining balance of deferred loan costs in the amount of $5,641.

New Alpha Credit Facility

Prior to the Merger, Foundation had a credit facility (the “Foundation Credit Facility”) consisting of $500,000 secured revolving credit line and a $335,000 secured term loan. Repayment of outstanding indebtedness owed under the Foundation Credit Facility includes quarterly amortization of the term loan, which began in the third quarter of 2007, with both the term loan and revolving credit line maturing July 7, 2011.

In connection with the Merger, the Foundation Credit Facility was amended to add the Company and substantially all of the subsidiaries of Old Alpha (the “New Subsidiaries”) as guarantors under the Foundation Credit Facility (the “New Alpha Credit Facility”).  This amendment also provides for an increase in the interest rate to 3.25 percentage points over the London interbank offered rate (“LIBOR”) from 1.25 percentage points over LIBOR, subject, in the case of revolving loans, to adjustment based on leverage ratios.  Following the Merger and upon the amendment becoming effective, limitations on annual capital expenditure amounts were eliminated and the amount of incremental credit facilities that may be incurred under the New Alpha Credit Facility were increased from $100,000 to $200,000, of which $150,000 was utilized to increase the revolving credit line to $650,000.  As of September 30, 2009, the Company’s term loan due 2011 under the New Alpha Credit Facility had an outstanding balance of $293,125, with $33,500 classified as current portion of long-term debt.

2.375% Convertible Senior Notes Due June 2015

Old Alpha issued its 2.375% convertible senior notes due 2015 (the “Convertible Notes”) with an aggregate principal amount of $287,500 under an indenture dated as of April 7, 2008, as supplemented (the “Convertible Notes Indenture”).  Following completion of the Merger, the Company assumed Old Alpha’s obligations in respect of the Convertible Notes by executing a supplemental indenture, dated as of July 31, 2009, among Old Alpha, as issuer, the Company, as successor issuer, and Union Bank of California (“UBOC”), as trustee.  As of September 30, 2009, the aggregate principal amount of the Convertible Notes was $287,500.

The Convertible Notes are the Company’s senior unsecured obligations and rank equally with all of the Company’s existing and future senior unsecured indebtedness. The Convertible Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness and all existing and future liabilities of the Company’s subsidiaries, including trade payables.  The Convertible Notes bear interest at a rate of 2.375% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, which began on October 15, 2008 and will mature on April 15, 2015, unless previously repurchased by the Company or converted.  The Convertible Notes are convertible in certain circumstances and in specified periods at an initial conversion rate of 18.2962 shares of common stock per one thousand principal amount of Convertible Notes, subject to adjustment upon the occurrence of certain events set forth in the Indenture. Upon conversion of the Convertible Notes, holders will receive cash up to the principal amount of the notes to be converted, and any excess conversion value will be delivered in cash, shares of common stock or a combination thereof, at the Company's election.

The Convertible Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either UBOC or the holders of not less than 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the principal of Convertible Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Convertible Notes together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.

As a result of the Merger, the Convertible Notes became convertible at the option of the holders beginning on June 18, 2009, and remained convertible through the 30th day after the effective date of the Merger, which was July 31, 2009.  There were no notes converted during the conversion period. The Convertible Notes were not convertible as of September 30, 2009 and therefore have been classified as long-term debt.

On January 1, 2009, the Company adopted ASC 470-20, Debt with Conversion and other Options (“ASC 470-20”).  ASC 470-20 applies to all convertible debt instruments that have a “net settlement feature,” which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion, and requires issuers of convertible debt instruments to separately account for the liability and equity components in a manner reflective of the issuers’ nonconvertible debt borrowing rate.  ASC 470-20 was effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years.  Upon adoption of ASC 470-20, the Company retrospectively applied the change in accounting principle to prior accounting periods.  Adoption of the standard resulted in the following balance sheet impacts at December 31, 2008: (1) a reduction of debt by $87,830 and an increase in paid in capital of $69,851, (2) an increase to deferred loan costs of $5,309, (3) a net reduction to deferred tax assets of $23,124 ($36,262 reduction in deferred tax assets, offset by a $13,138 change in the valuation allowance), and (4) a net increase in retained earnings of $164.  In addition, the adoption of the standard resulted in the following non-cash income statement impacts: (1) an increase in interest expense of $2,728 for the three months ended September 30, 2008 and a reduction in interest expense of $3,369 for the nine months ended September 30, 2008, which is comprised of the reestablishment of the deferred loan costs of $8,903 in the second quarter of 2008 that were previously written off, offset by amortization of the deferred loan costs of $212 and $424 for the three and nine months ended September 30, 2008, respectively, and the accretion of the convertible debt discount of $2,516 and $5,110 for the three and nine months ended September 30, 2008, respectively, (2) an increase in income tax expense of $296 and $13,006 for the three and nine months ended September 30, 2008, respectively, and (3) a decrease in net income of $2,432 and $9,637 for the three and nine months ended September 30, 2008, respectively.

For the three and nine month periods ended September 30, 2009, the adoption of ASC 470-20 increased non-cash interest expense by $2,954 and $8,690, respectively, related to the accretion of the convertible debt discount and the amortization of the deferred loan costs.  The deferred loan costs and discount are being amortized and accreted, respectively, over the seven-year term of the Convertible Notes, which are due in 2015, and provide for an effective interest rate of 8.64%.  As of September 30, 2009, the carrying amounts of the debt and the equity components were $207,722 and $95,511, respectively, and the unamortized discount of the debt was $79,778.  For the three and nine month periods ended September 30, 2009, the Company incurred expense of $1,707 and $5,121, respectively, on the contractual interest coupon.

7.25% Senior Notes Due August 1, 2014

Prior to the Merger, on July 31, 2004, a subsidiary of Foundation, Foundation PA Coal Company, LLC (“Foundation PA”) issued $300,000 aggregate principal amount of notes that mature on August 1, 2014 (the “2014 Notes”).  The 2014 Notes were guaranteed on a senior unsecured basis by Foundation Coal Corporation (“FCC”), an indirect parent of Foundation PA, and certain of its subsidiaries.  As a result of the Merger, Foundation PA and FCC became subsidiaries of New Alpha.

On July 31, 2009, in connection with the Merger, the Company assumed the obligations of FCC in respect of the 2014 Notes and, along with the New Subsidiaries, became obligated as guarantors on the indenture governing the 2014 Notes.  On August 1, 2009, in connection with the Merger, FCC merged with and into the Company.  As of September 30, 2009, the outstanding balance of the 2014 Notes was $289,206, which is net of the debt discount of $9,079.

Accounts Receivable Securitization

On March 25, 2009, the Company and certain subsidiaries became a party to an $85,000 accounts receivable securitization facility with a third party financial institution (the “A/R Facility”) by forming ANR Receivables Funding, LLC (the “SPE”), a special-purpose, bankruptcy-remote subsidiary, wholly-owned indirectly by the Company. The sole purpose of the SPE is to purchase trade receivables generated by certain of the Company’s operating subsidiaries, without recourse (other than customary indemnification obligations for breaches of specific representations and warranties), and then transfer senior undivided interests in up to $85,000 of those accounts receivable to a financial institution for the issuance of letters of credit or for cash borrowings for the ultimate benefit of the Company.

The SPE is consolidated into the Company’s financial statements, and therefore has no impact on the Company’s consolidated financial statements. The assets of the SPE, however, are not available to the creditors of the Company or any other subsidiary. The SPE pays facility fees, program fees and letter of credit fees (based on amounts of outstanding letters of credit), as defined in the definitive agreements for the A/R Facility.  Available borrowing capacity is based on the amount of eligible accounts receivable as defined under the terms of the definitive agreements for the A/R Facility and varies over time. The receivables purchase agreement supporting the borrowings under the A/R Facility is subject to renewal annually and, unless terminated earlier, expires March 24, 2010.

As of September 30, 2009, letters of credit in the amount $80,100 were outstanding under the A/R Facility and no cash borrowing transactions had taken place.  As outstanding letters of credit exceeded borrowing capacity as of September 30, 2009, the Company was required to provide additional collateral in the form of $14,174 of restricted cash, which is included in prepaid expenses and other current assets, to secure outstanding letters of credit. Under the A/R Facility, the SPE is subject to certain affirmative, negative and financial covenants customary for financings of this type, including restrictions related to, among other things, liens, payments, merger or consolidation and amendments to the agreements underlying the receivables pool. Alpha Natural Resources, Inc. has agreed to guarantee the performance by its subsidiaries, other than the SPE, of their obligations under the A/R Facility. The Company does not guarantee repayment of the SPE’s debt under the A/R Facility. The financial institution, which is the administrator, may terminate the A/R Facility upon the occurrence of certain events that are customary for facilities of this type (with customary grace periods, if applicable), including, among other things, breaches of covenants, inaccuracies of representations and warranties, bankruptcy and insolvency events, changes in the rate of default or delinquency of the receivables above specified levels, a change of control and material judgments. A termination event would permit the administrator to terminate the program and enforce any and all rights and remedies, subject to cure provisions, where applicable.

3 AMAZON COM INC

Note 3 — Long-Term Debt

In February 2008, our Board of Directors authorized a debt repurchase program, pursuant to which in Q1 2009 we redeemed the remaining €240 million ($319 million based on the Euro to U.S. Dollar exchange rate on the date of redemption) in principal of our 6.875% Premium Adjustable Convertible Securities (“PEACS”).

4 AMPHENOL CORP /DE/

Note 13—Long-Term Debt

 

The Company has a five-year $1,000,000 unsecured revolving credit facility (the “Revolving Credit Facility”) that is scheduled to expire in August 2011, of which approximately $780,000 was drawn as of September 30, 2009.  As of September 30, 2009, availability under the Revolving Credit Facility was $220,000. The Company’s interest rate on borrowings under the Revolving Credit Facility is LIBOR plus 40 basis points. The Company also pays certain annual agency and facility fees.  The Revolving Credit Facility requires that the Company satisfy certain financial covenants. As of September 30, 2009, the Company was in compliance with all financial covenants under the Revolving Credit Facility, and the Company’s credit rating from Standard & Poor’s was BBB- and from Moody’s was Baa3. In March 2009, the Company entered into a $20,000 letter of credit facility, of which approximately $14,900 was outstanding as of September 30, 2009.

 

As of September 30, 2009, the Company had interest rate swap agreements of $150,000, $250,000 and $250,000 that fix the Company’s LIBOR interest rate at 4.40%, 4.65% and 4.73%, respectively, expiring in December 2009, December 2009 and July 2010, respectively.  The fair value of swaps indicated that termination of the agreements as of September 30, 2009 would have resulted in a pre-tax loss of $11,811; such loss, net of tax of $4,370 is included in accumulated other comprehensive loss in the accompanying Condensed Consolidated Balance Sheets.

 

The Company estimates that the book value of its long-term debt approximates fair value.

5 BANK OF AMERICA CORP /DE/
NOTE 11 – Long-term Debt

The following table presents long-term debt at September 30, 2009 including long-term debt associated with the acquisition of Merrill Lynch.

 

  (Dollars in millions)   

September 30    

2009    

 

  Long-term debt issued by Merrill Lynch & Co., Inc. and subsidiaries

  

 

  Senior debt issued by Merrill Lynch & Co., Inc.

   $ 87,586        

 

  Senior debt issued by subsidiaries – guaranteed by Merrill Lynch & Co., Inc.

     7,391        

 

  Senior structured notes issued by Merrill Lynch & Co., Inc.

     33,220        

 

  Senior structured notes issued by subsidiaries – guaranteed by Merrill Lynch & Co., Inc.

     17,705        

 

  Subordinated debt issued by Merrill Lynch & Co., Inc.

     11,903        

 

  Junior subordinated notes (related to trust preferred securities)

     3,546        

 

  Other subsidiary financing

     3,335        

 

  Total long-term debt issued by Merrill Lynch & Co., Inc. and subsidiaries (1) 

     164,686        

 

  Other long-term debt issued by Bank of America Corporation and subsidiaries

     291,602        

 

  Total long-term debt

   $ 456,288        

 

  (1)

Includes $81.8 billion of fixed-rate obligations and $82.9 billion of variable-rate obligations.

The weighted-average interest rate for debt (excluding structured notes) issued by Merrill Lynch & Co., Inc. and subsidiaries was 3.69 percent as of September 30, 2009. Including the Merrill Lynch acquisition, the Corporation has aggregate annual maturities on its long-term debt obligations of $94.5 billion maturing within one year, $62.5 billion maturing in two years, $77.0 billion maturing in three years, $34.8 billion maturing in four years, $37.2 billion maturing in five years and $150.3 billion for all years thereafter. Certain structured notes acquired in connection with the acquisition of Merrill Lynch are accounted for under the fair value option. For more information on these structured notes, see Note 16 - Fair Value Disclosures.

 

6 BB&T CORP

NOTE 5. Long-Term Debt

Long-term debt is summarized as follows:

 

     September 30,
2009
   December 31,
2008
     (Dollars in millions)

Parent Company

     

3.10% Senior Notes Due 2011

   $ 250    $ —  

3.85% Senior Notes Due 2012

     1,000      —  

3.38% Senior Notes Due 2013

     499      —  

5.70% Senior Notes Due 2014

     509      —  

6.85% Senior Notes Due 2019

     538      —  

6.50% Subordinated Notes Due 2011 (1)

     610      648

4.75% Subordinated Notes Due 2012 (1)

     489      497

5.20% Subordinated Notes Due 2015 (1,3)

     932      997

4.90% Subordinated Notes Due 2017 (1,3)

     335      368

5.25% Subordinated Notes Due 2019 (1,3)

     586      600

Branch Bank

     

Floating Rate Senior Notes Due 2009

     —        516

Floating Rate Subordinated Notes Due 2016 (1,8)

     350      350

Floating Rate Subordinated Notes Due 2017 (1,8)

     261      300

4.875% Subordinated Notes Due 2013 (1)

     222      250

5.625% Subordinated Notes Due 2016 (1,3)

     386      399

Federal Home Loan Bank Advances to Branch Bank (4)

     

Varying maturities to 2028

     10,711      9,838

Junior Subordinated Debt to Unconsolidated Trusts (2)

     

5.85% BB&T Capital Trust I Securities Due 2035

     514      514

6.75% BB&T Capital Trust II Securities Due 2036

     598      598

6.82% BB&T Capital Trust IV Securities Due 2077 (5)

     600      600

8.95% BB&T Capital Trust V Securities Due 2068 (6)

     450      450

9.60% BB&T Capital Trust VI Securities Due 2069

     575      —  

Other Securities (7)

     182      182

Other Long-Term Debt

     74      66

Fair value hedge-related basis adjustments

     646      859
             

Total Long-Term Debt

   $ 21,317    $ 18,032
             

 

(1) Subordinated notes that qualify under the risk-based capital guidelines as Tier 2 supplementary capital, subject to certain limitations.
(2) Securities that qualify under the risk-based capital guidelines as Tier 1 capital, subject to certain limitations.
(3) These fixed rate notes were swapped to floating rates based on LIBOR. At September 30, 2009, the effective rates paid on these borrowings ranged from .42% to .98%.
(4) At September 30, 2009, $800 million of these advances were swapped to a floating rate based on LIBOR. The weighted average cost of these advances was 3.36% including the effect of the swapped portion, and the weighted average maturity was 7.2 years.

 

(5) These securities are fixed rate through June 12, 2037 and then switch to a floating rate based on LIBOR.
(6) $360 million of this issuance was swapped to a floating rate based on LIBOR. At September 30, 2009 the effective rate on the swapped portion was 3.67%.
(7) These securities were issued by companies acquired by BB&T. At September 30, 2009, the effective rate paid on these borrowings ranged from 2.00% to 10.07%. These securities have varying maturities through 2035.
(8) These floating-rate securities are based on LIBOR and had an effective rate of .66% as of September 30, 2009.

In July 2009, BB&T Capital Trust VI (“BBTCT VI”) issued $575 million of Capital Securities, with a fixed interest rate of 9.60% through August 1, 2064 and a floating rate, if extended, through August 1, 2069. BBTCT VI, a statutory business trust created under the laws of the State of Delaware, was formed by BB&T for the sole purpose of issuing the Capital Securities and investing the proceeds thereof in Junior Subordinated Debentures issued by BB&T. BB&T has made guarantees which, taken collectively, fully, irrevocably, and unconditionally guarantee, on a subordinated basis, all of BBTCT VI’s obligations under the Trust and Capital Securities. BBTCT VI’s sole asset is the Junior Subordinated Debentures issued by BB&T which have an initial maturity on August 1, 2064 and a final maturity date on August 1, 2069. The Junior Subordinated Debentures are subject to early redemption (i) in whole, but not in part, at any time under certain prescribed limited circumstances or (ii) in whole, or in part, pursuant to the call provisions after August 1, 2014. The Capital Securities of BBTCT VI are subject to mandatory redemption in whole, or in part, upon repayment of the Junior Subordinated Debentures at maturity or their earlier redemption.

7 BMC SOFTWARE INC

(4) Long-Term Debt

Long-term debt consists of the following:

 

     September 30,
2009
   March 31,
2009
     (In millions)

Senior unsecured notes due 2018 (net of $1.6 million of unamortized discount at September 30, 2009 and March 31, 2009)

   $ 298.4    $ 298.4

Capital leases and other obligations

     20.3      23.1
             

Total

     318.7      321.5

Less current maturities of capital leases and other obligations (included in accrued liabilities)

     8.9      7.9
             

Long-term debt

   $ 309.8    $ 313.6
             

At September 30, 2009, we were in compliance with all debt covenants.

8 BUCYRUS INTERNATIONAL INC

7. Long-Term Debt and Financing Arrangements

The Company’s credit facilities include a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of €65.0 million, each of which mature on May 4, 2012, and a term loan facility of $400.0 million plus €75.0 million with a maturity date of May 4, 2014. The entire secured revolving credit facility may be used for letters of credit. At September 30, 2009 the Company had no borrowings under its secured or unsecured revolving credit facilities. At December 31, 2008, the Company classified the entire secured revolving credit facility balance of $55.2 million as current maturities of long-term debt and short-term obligations because it intended to repay the outstanding balance within 12 months.

 

At September 30, 2009, the amount potentially available for borrowing under the secured revolving credit facility was $285.3 million, after taking into account $72.2 million of issued letters of credit. The amount potentially available for borrowing under the unsecured German credit facility at September 30, 2009 was $54.3 million (€37.1 million), after taking into account $40.9 million (€27.9 million) of issued letters of credit. At September 30, 2009, the Company had borrowings of $499.5 million ($392.0 million plus €73.5 million) under its term loan facility. To manage a portion of its exposure to changes in LIBOR-based interest rates, the Company has entered into interest rate swap agreements that effectively fix the interest payments on $477.4 million ($375.0 million plus €70.0 million) of outstanding borrowings under its term loan facility at a weighted average interest rate of 3.4%, plus the applicable spread. The remaining $22.1 million of outstanding term loan borrowings at September 30, 2009 were at a weighted average interest rate of 1.9%, plus the applicable spread.

9 CABOT OIL & GAS CORP
4. LONG-TERM DEBT
The Company’s debt consisted of the following:
                 
    September 30,     December 31,  
(In thousands)   2009     2008  
 
Long-Term Debt
               
7.19% Notes
  $ 20,000     $ 20,000  
7.33% Weighted-Average Fixed Rate Notes
    170,000       170,000  
6.51% Weighted-Average Fixed Rate Notes
    425,000       425,000  
9.78% Notes
    67,000       67,000  
Credit Facility
    128,000       185,000  
Current Maturities
               
7.19% Notes
    (20,000 )     (20,000 )
Credit Facility
          (15,857 )
 
           
Total Current Maturities
    (20,000 )     (35,857 )
 
               
Long-Term Debt, excluding Current Maturities
  $ 790,000     $ 831,143  
 
           
In April 2009, the Company entered into a new revolving credit facility and terminated its prior credit facility. The credit facility provides for an available credit line of $500 million and contains an accordion feature allowing the Company to increase the available credit line to $600 million, if any one or more of the existing banks or new banks agree to provide such increased commitment amount. The term of the facility expires in April 2012.
In conjunction with entering into the new credit facility, the Company incurred $10.4 million of debt issuance costs which were capitalized and will be amortized over the term of the credit facility. Additionally, $1.5 million in unamortized costs associated with the prior credit facility will be amortized over the term of the new credit facility in accordance with ASC 470-50, “Debt-Modifications and Extinguishments.”
The credit facility is unsecured. The available credit line is subject to adjustment from time to time on the basis of (1) the projected present value (as determined by the banks based on the Company’s reserve reports and engineering reports) of estimated future net cash flows from certain proved oil and gas reserves and certain other assets of the Company (the “Borrowing Base”) and (2) the outstanding principal balance of the Company’s senior notes. Under the credit facility, the Borrowing Base is initially set at $1.35 billion, to be periodically redetermined as described above. While the Company does not expect a reduction in the available credit line, in the event that it is adjusted below the outstanding level of borrowings in connection with scheduled redetermination or due to a termination of hedge positions, the Company has a period of six months to reduce its outstanding debt in equal monthly installments to the adjusted credit line available. Interest rates under the credit facility are based on Euro-Dollars (LIBOR) or Base Rate (Prime) indications, plus a margin. These associated margins increase if the total indebtedness under the credit facility and the Company’s senior notes is greater than 25%, greater than 50%, greater than 75% or greater than 90% of the Borrowing Base, as shown below:
                                         
    Debt Percentage
    <25%   ³ 25% <50%   ³ 50% <75%   ³ 75% <90%   ³ 90%
Eurodollar Margin
    2.000 %     2.250 %     2.500 %     2.750 %     3.000 %
Base Rate Margin
    1.125 %     1.375 %     1.625 %     1.875 %     2.125 %
The credit facility provides for a commitment fee on the unused available balance at annual rates of 0.50%.
The credit facility contains various customary restrictions, which include the following:
(a) Maintenance of a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0.
(b) Maintenance of an asset coverage ratio of the present value of proved reserves plus working capital to debt of 1.5 to 1.0.
(c) Maintenance of a current ratio, as defined in the agreement, of 1.0 to 1.0.
(d) Prohibition on the merger or sale of all, or substantially all, of the Company’s or any subsidiary’s assets to a third party, except under certain limited conditions.
In addition, the credit facility includes a customary condition to the Company’s borrowings under the facility that there has not occurred a material adverse change with respect to the Company.
At September 30, 2009, the Company had $128 million of borrowings outstanding under its revolving credit facility at a weighted-average interest rate of 3.7%.
The Company believes it is in compliance in all material respects with its debt covenants.
10 CITRIX SYSTEMS INC

8. LONG-TERM DEBT

Effective on August 9, 2005, the Company entered into a revolving credit facility (the “Credit Facility”) with a group of financial institutions (the “Lenders”). Effective September 27, 2006, the Company entered into an amendment and restatement of its Credit Facility (the “Amendment”). The Amendment decreased the overall range of interest rates the Company must pay on amounts outstanding on the Credit Facility and lowered the facility fee. In addition, the Amendment extended the term of the Credit Facility. The Credit Facility, as amended, allows the Company to increase the revolving credit commitment up to a maximum aggregate revolving credit commitment of $175.0 million. The Credit Facility, as amended, currently provides for a revolving line of credit that will expire on September 27, 2011 in the aggregate amount of $100.0 million, subject to continued covenant compliance. A portion of the revolving line of credit (i) in the aggregate amount of $25.0 million may be available for issuances of letters of credit and (ii) in the aggregate amount of $15.0 million may be available for swing line loans. The Credit Facility, as amended, currently bears interest at LIBOR plus 0.32% and adjusts in the range of 0.32% to 0.80% above LIBOR based on the level of the Company’s total debt and its adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) as defined in the agreement. In addition, the Company is required to pay a quarterly facility fee ranging from 0.08% to 0.20% based on the aggregate amount available under the Credit Facility, as amended, and the level of the Company’s total debt and its adjusted EBITDA. Borrowings under the Credit Facility, as amended, are guaranteed by the Company and certain of the Company’s U.S. and foreign subsidiaries, which guarantees are secured by a pledge of shares of certain foreign subsidiaries. As of September 30, 2009, there were no amounts outstanding under the Credit Facility, as amended.

The Credit Facility, as amended, contains customary default provisions, and the Company must comply with various financial and non-financial covenants. The financial covenants consist of a minimum interest coverage ratio and a maximum consolidated leverage ratio. The primary non-financial covenants contain certain limits on the Company’s ability to pay dividends, conduct certain mergers or acquisitions, make certain investments and loans, incur future indebtedness or liens, alter the Company’s capital structure or sell stock or assets. As of September 30, 2009, the Company was in compliance with all covenants of the Credit Facility.

11 COCA COLA CO

Note I — Long-Term Debt

In the first quarter of 2009, the Company replaced a certain amount of commercial paper and short-term debt with longer-term debt. The Company issued long-term notes in the principal amounts of $900 million at a rate of 3.625 percent and $1,350 million at a rate of 4.875 percent due March 15, 2014, and March 15, 2019, respectively.

12 COMCAST CORP

Note 5: Long-Term Debt

Borrowings

In June 2009, we issued $700 million principal amount of 5.70% notes due 2019 and $800 million principal amount of 6.55% notes due 2039. During the nine months ended September 30, 2009, we issued $300 million face amount of commercial paper, net of repayments. The net proceeds of these issuances, together with cash on hand, were used for the purchase of notes included in the cash tender offer, as described below, as well as for the repayment of outstanding borrowings under our revolving credit facility, the repayment of debt at its maturity as well as working capital and general corporate purposes.

Redemptions and Repayments

In June 2009, we repaid at maturity $750 million principal amount of our 6.875% notes due 2009. In July 2009, we repaid at maturity $1.2 billion principal amount of our floating rate notes due 2009.

In July 2009, we completed a cash tender to purchase $1.3 billion aggregate principal amount of certain of our outstanding notes consisting of approximately $621 million principal amount of our 8.375% notes due 2013, $367 million principal amount of our 7.125% notes due 2013 and $312 million principal amount of our 7.875% senior debentures due 2013. During the three months ended September 30, 2009, we recognized approximately $180 million of interest expense primarily associated with the premiums incurred in the tender offer.

During the nine months ended September 30, 2009, we repaid all $1.0 billion of amounts outstanding under our revolving credit facility due 2013.

13 CONAGRA FOODS INC /DE/
16.      LONG-TERM DEBT
As of May 31, 2009 and August 24, 2008, $9.2 million and $300.0 million, respectively, of senior debt due August 2027 was included in current installments of long-term debt due to the existence of a put option that was exercisable by the holders of this senior debt from June 1, 2009 to July 1, 2009. As part of our debt refinancing in the fourth quarter of fiscal 2009, we repaid $290.8 million of this senior debt. We reclassified the amount not put by the holders to senior long-term debt in the first quarter of fiscal 2010, when the put option expired.
We consolidate the financial statements of Lamb Weston BSW. During the second quarter of fiscal 2009, Lamb Weston BSW entered into a term loan agreement with a bank under which it borrowed $20.0 million of senior debt at an annual interest rate of 4.34% due September 2018. During the third quarter of fiscal 2009, Lamb Weston BSW restructured and repaid this debt and entered into a term loan agreement with a bank under which it borrowed $40.0 million of variable (30-day LIBOR+1.85%) interest rate debt due in June 2018.
14 CONSOLIDATED EDISON INC

Note C—Long-Term Debt

Reference is made to Note C to the financial statements in Item 8 of the Form 10-K and Note C to the financial statements in Part I, Item 1 of the First and Second Quarter Forms 10-Q.

15 CSX CORP

Debt

Total activity related to long-term debt as of September 2009 was as follows:


(Dollars in millions)
Current Portion
Long-term Portion
Total Long-term Debt Activity
Total long-term debt at December 2008
 $319
 $7,512
 $7,831
2009 activity:
     
 
Issued
 -
 500
 500
 
Repaid
 (110)
 -
 (110)
 
Reclassifications
 107
 (107)
 -
 
Other
 -
 1
 1
Total long-term debt at September 2009
 $316
 $7,906
 $8,222
 
For fair value information related to the Company’s long-term debt, see Note 12, Fair Value Measurements.

Revolving Credit Facility

CSX has a $1.25 billion unsecured revolving credit facility with a syndicate of banks. The facility allows borrowings at floating rates based on the London interbank offered rate ("LIBOR"), plus a spread depending upon ratings assigned by Moody's Investors Service and Standard & Poor's Ratings Group to CSX's senior, unsecured, long-term indebtedness for borrowed money. The facility requires CSX to maintain a ratio of total debt to total capitalization below a prescribed limit.  The facility does not require CSX to post collateral under any circumstances.  As of September 2009, this facility was not drawn on, and CSX was in compliance with all covenant requirements under the facility.  This facility expires in 2012.

Receivables Securitization Facility

On September 28, 2009, following the end of the fiscal quarter, the Company entered into a $250 million receivables securitization facility.  The purpose of this facility is to provide an alternative to commercial paper and a low cost source of short-term liquidity. This facility has a 364-day term.  As of the date of this filing, CSX has not drawn on this facility.  Under the terms of this facility, CSX Transportation and CSX Intermodal transfer eligible third-party receivables to CSX Trade Receivables, a bankruptcy-remote special purpose subsidiary.  A separate subsidiary of CSX will service the receivables.  Upon transfer, the receivables become assets of CSX Trade Receivables and are not available to the creditors of CSX or any of its other subsidiaries. The cash received in exchange for these receivables when CSX Trade Receivables monetizes them by selling them to third party lenders will be recorded as debt on CSX’s consolidated financial statements.
16 DAVITA INC
5. Long-term debt

Long-term debt was comprised of the following:

 

     September 30,
2009
    December 31,
2008
 

Senior secured credit facilities:

    

Term loan A

   $ 175,000      $ 214,375   

Term loan B

     1,705,875        1,705,875   

Senior and senior subordinated notes

     1,750,000        1,750,000   

Acquisition obligations and other notes payable

     18,001        15,266   

Capital lease obligations

     4,746        5,873   
                

Total debt principal outstanding

     3,653,622        3,691,389   

Premium on the 6 5/8% senior notes

     2,908        3,757   
                
     3,656,530        3,695,146   

Less current portion

     (100,677     (72,725
                
   $ 3,555,853      $ 3,622,421   
                

Scheduled maturities of long-term debt at September 30, 2009 are as follows:

 

2009 (remainder of the year)

   $ 32,661

2010

     90,520

2011

     67,752

2012

     1,707,625

2013

     901,783

2014

     845

Thereafter

     852,436

During the first nine months of 2009, the Company made mandatory principal payments totaling $39,375 on the term loan A.

Effective January 1, 2009, the Company was required to provide enhanced disclosures about the Company’s derivative and hedging activities. The Company is required to provide additional disclosures about (a) how and why the Company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows. These requirements did not have a material impact on the Company’s consolidated financial statements. The Company has elected to provide comparative disclosures for the prior period presented.

The Company has entered into several interest rate swap agreements as a means of hedging its exposure to and volatility from variable-based interest rate changes as part of its overall risk management strategy. These agreements are not held for trading or speculative purposes, and have the economic effect of converting portions of our variable rate debt to a fixed rate. These agreements are designated as cash flow hedges, and as a result, hedge-effective gains or losses resulting from changes in the fair values of these swaps are reported in other comprehensive income until such time as each specific swap tranche is realized, at which time the amounts are reclassified into net income. Net amounts paid or received for each specific swap tranche that have settled have been reflected as adjustments to debt expense. These agreements do not contain credit-risk contingent features.

 

As of September 30, 2009, the Company maintained a total of eight interest rate swap agreements with amortizing notional amounts totaling $482,600. These agreements had the economic effect of modifying the LIBOR-based variable interest rate on an equivalent amount of the Company’s debt to fixed rates ranging from 3.88% to 4.70%, resulting in an overall weighted average effective interest rate of 5.70% on the hedged portion of the Company’s Senior Secured Credit Facilities, including the term loan B margin of 1.50%. The swap agreements expire in 2010 and require quarterly interest payments. The Company estimates that approximately $12,300 of existing unrealized pre-tax losses in other comprehensive income at September 30, 2009 will be reclassified into income over the next twelve months.

The following table summarizes our derivative instruments as of September 30, 2009 and December 31, 2008:

 

    Interest rate swap liabilities
    September 30, 2009   December 31, 2008

Derivatives designated as hedging instruments

  Balance sheet
location
  Fair value   Balance sheet
location
  Fair value

Current settlement of interest rate swap agreements

  Other current
liabilities
  $ 2,541   Other current
liabilities
  $ 18

Interest rate swap agreements

  Other long-term
liabilities
    12,310   Other long-term
liabilities
    21,886
               

Total

    $ 14,851     $ 21,904
               

The following table summarizes the effects of our interest rate swap agreements for the nine months ended September 30, 2009 and 2008:

 

     Amount of gains (losses) recognized in
OCI on interest rate swap agreements
    Location of
(losses) gains
reclassified from
accumulated
OCI into income
  Amount of gains (losses) reclassified from
accumulated OCI into income
 
    Three months ended
September 30,
    Nine months ended
September 30,
      Three months ended
September 30,
    Nine months ended
September 30,
 

Derivatives designated
as cash flow hedges

  2009     2008     2009     2008       2009     2008     2009     2008  

Interest rate swap agreements

  $ (1,722   $ (1,260   $ (3,681   $ (6,500   Debt expense   $ (4,450   $ (2,301   $ (13,280   $ (3,671

Tax expense benefit (expense)

    670        490        1,433        2,528          1,731        895        5,166        1,428   
                                                                 

Total

  $ (1,052   $ (770   $ (2,248   $ (3,972     $ (2,719   $ (1,406   $ (8,114   $ (2,243
                                                                 

Total comprehensive income for the three and nine months ended September 30, 2009 was $128,465 and $360,677, respectively, including an increase to other comprehensive income for amounts reclassified into income, net of unrealized valuation losses on interest rate swaps of $1,667 and $5,866, net of tax, respectively, and an increase to other comprehensive income for unrealized valuation gains on investments, net of amounts reclassified into income of $527 and $635, net of tax, respectively.

Total comprehensive income for the three and nine months ended September 30, 2008 was $107,943 and $309,239 including adjustments to other comprehensive income for valuation gains (losses) on interest rate swaps, net of amounts reclassified into income of $636 and $(1,729), net of tax, respectively, and adjustments to other comprehensive income for unrealized losses on investments, net of amounts reclassified into income of ($431) and ($606), net of tax, respectively.

As of September 30, 2009, the interest rates were economically fixed on approximately 25% of the Company’s variable rate debt and approximately 61% of its total debt.

As a result of the swap agreements, the overall effective weighted average interest rate on the Senior Secured Credit Facilities was 2.81%, based upon the current margins in effect of 1.50%, as of September 30, 2009.

The Company’s overall average effective interest rate during the third quarter of 2009 was 4.79% and as of September 30, 2009 was 4.76%.

As of September 30, 2009, the Company has undrawn revolving credit facilities totaling $250,000 of which approximately $48,000 was committed for outstanding letters of credit. In addition, the Company currently has undrawn revolving credit facilities totaling $3,000 associated with several of its joint ventures. These revolving credit facilities are typically guaranteed by DaVita Inc. or one of its wholly-owned operating subsidiaries based upon its proportionate ownership percentage.

17 DIAMOND OFFSHORE DRILLING INC
9. Long-Term Debt
     Long-term debt consists of the following:
                 
    September 30,   December 31,
    2009   2008
    (In thousands)
Zero Coupon Debentures (due 2020)
  $ 4,143     $ 4,036  
5.15% Senior Notes (due 2014)
    249,667       249,623  
4.875% Senior Notes (due 2015)
    249,658       249,621  
5.875% Senior Notes (due 2019)
    499,278        
       
 
    1,002,746       503,280  
Less: Current maturities
    4,143        
       
Total
  $ 998,603     $ 503,280  
       
     At September 30, 2009, there was $6.0 million aggregate principal amount at maturity, or $4.1 million accreted, or carrying, value, of our Zero Coupon Debentures outstanding.
     On October 8, 2009, we issued $500.0 million aggregate principal amount of senior unsecured notes. See Note 13.
     5.875% Senior Notes
          On May 4, 2009, we issued $500.0 million aggregate principal amount of our 5.875% Senior Notes due May 1, 2019, or 5.875% Senior Notes, for general corporate purposes. The 5.875% Senior Notes were issued at an offering price of 99.851% of the principal and resulted in net proceeds to us of approximately $495.3 million.
          The notes bear interest at 5.875% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2009, and mature on May 1, 2019. The 5.875% Senior Notes are unsecured and unsubordinated obligations of Diamond Offshore Drilling, Inc., or DODI, and rank equal in right of payment to existing and future unsecured and unsubordinated indebtedness of DODI. We have the right to redeem all or a portion of these notes for cash at any time or from time to time, on at least 15 days but not more than 60 days prior written notice, at the redemption price specified in the governing indenture plus accrued and unpaid interest to the date of redemption.
     As reflected in the table below, the holders of our outstanding Zero Coupon Debentures have the right to require us to purchase all or a portion of their outstanding debentures on June 6, 2010. The aggregate maturities of long-term debt for each of the five years subsequent to September 30, 2009 are as follows:
         
(In thousands)
2010
  $ 4,143  
2011
     
2012
     
2013
     
2014
    249,667  
Thereafter
    748,936  
 
     
 
    1,002,746  
Less: Current maturities
    (4,143 )
 
     
Total
  $ 998,603  
 
     
18 Discover Financial Services
8. Long-Term Borrowings

Long-term borrowings consist of borrowings and capital leases having original maturities of one year or more. The following table provides a summary of the outstanding amounts and general terms of the Company’s long-term borrowings (dollars in thousands):

    August 31, 2009     November 30, 2008    

Interest Rate

Terms

  Maturity

Funding source

  Outstanding   Interest
Rate
    Outstanding   Interest
Rate
     

Bank notes

  $ —     —        $ 249,977   2.54  

3-month LIBOR(1)

+ 15 basis points

  February 2009

Secured borrowings

    593,158   0.86     682,456   3.05  

Commercial
paper rate

+ 50 basis points

  December 2010(2)

Unsecured borrowings:

           

Floating rate senior notes

    400,000   1.17     400,000   3.35  

3-month LIBOR(1)

+ 53 basis points

  June 2010

Fixed rate senior notes due 2017

    399,365   6.45     399,304   6.45   6.45% fixed   June 2017

Fixed rate senior notes due 2019(3)

    400,000   10.25     —     —        10.25% fixed   July 2019
                   

Total unsecured borrowings

    1,199,365       799,304      

Capital lease obligations

    2,611   6.26     3,646   6.26   6.26% fixed   Various
                   

Total long-term borrowings

  $ 1,795,134     $ 1,735,383      
                   

 

(1) London Interbank Offered Rate (“LIBOR”).
(2) Repayment is dependent upon the available balances of the cash collateral accounts at the various maturities of underlying securitization transactions, with final maturity in December 2010.
(3) Issued on July 15, 2009.

The Company has entered into an unsecured credit agreement that is effective through May 2012. The agreement provides for a revolving credit commitment of up to $2.4 billion (of which the Company may borrow up to 30% and Discover Bank may borrow up to 100% of the total commitment). As of August 31, 2009, the Company had no outstanding balances due under the facility. The credit agreement provides for a commitment fee on the unused portion of the facility, which can range from 0.07% to 0.175% depending on the index debt ratings. Loans outstanding under the credit facility bear interest at a margin above the Federal Funds rate, LIBOR, the EURIBOR or the Euro Reference rate. The terms of the credit agreement include various affirmative and negative covenants, including financial covenants related to the maintenance of certain capitalization and tangible net worth levels, and certain double leverage, delinquency and Tier 1 capital to managed loans ratios. The credit agreement also includes customary events of default with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements evidencing indebtedness for borrowed money and bankruptcy-related defaults. The commitment may be terminated upon an event of default.

 

19 DISH Network CORP
7. Long-Term Debt
7 7/8% Senior Notes due 2019
On August 17, 2009, we issued $1.0 billion aggregate principal amount of our ten-year, 7 7/8% Senior Notes due September 1, 2019 at an issue price of 97.467%. Interest accrues at an annual rate of 7 7/8% and is payable semi-annually in cash, in arrears on March 1 and September 1 of each year, commencing on March 1, 2010.
On October 5, 2009, we issued $400 million aggregate principal amount of additional 7 7/8% Senior Notes due 2019 at an issue price of 101.750% plus accrued interest from August 17, 2009. These notes were issued as additional notes under the indenture, dated as of August 17, 2009 (the “Indenture”), pursuant to which we issued the $1.0 billion discussed above. These notes and the notes previously issued under the Indenture will be treated as a single class of debt securities under the Indenture.
The 7 7/8% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, as defined in the related Indenture, together with accrued and unpaid interest. Prior to September 1, 2012, we may also redeem up to 35% of each of the 7 7/8% Senior Notes at specified premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 7 7/8% Senior Notes are:
    general unsecured senior obligations of DISH DBS Corporation (“DDBS”);
 
    ranked equally in right of payment with all of DDBS’ and the guarantors’ existing and future unsecured senior debt; and
 
    ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to the value of the collateral securing such indebtedness.
The Indenture related to the 7 7/8% Senior Notes contains restrictive covenants that, among other things, impose limitations on the ability of DDBS and its restricted subsidiaries to:
    incur additional debt;
 
    pay dividends or make distributions on DDBS’ capital stock or repurchase DDBS’ capital stock;
 
    make certain investments;
 
    create liens or enter into sale and leaseback transactions;
 
    enter into transactions with affiliates;
 
    merge or consolidate with another company; and
 
    transfer or sell assets.
In the event of a change of control, as defined in the related indenture, we would be required to make an offer to repurchase all or any part of a holder’s 7 7/8% Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.
Fair Value of our Long-Term Debt
The following table summarizes the carrying value and fair values of our debt facilities as of September 30, 2009 and December 31, 2008:
                                 
    As of  
    September 30, 2009     December 31, 2008  
    Carrying             Carrying        
    Value     Fair Value     Value     Fair Value  
            (In thousands)          
3% Convertible Subordinated Note due 2011
  $ 25,000     $ 25,000     $ 25,000     $ 23,768  
6 3/8% Senior Notes due 2011
    1,000,000       1,021,250       1,000,000       899,000  
7% Senior Notes due 2013
    500,000       507,500       500,000       419,000  
6 5/8% Senior Notes due 2014
    1,000,000       977,500       1,000,000       840,300  
7 3/4% Senior Notes due 2015
    750,000       770,625       750,000       600,000  
7 1/8% Senior Notes due 2016
    1,500,000       1,492,500       1,500,000       1,246,890  
7 7/8% Senior Notes due 2019 (1)
    1,000,000       1,008,750              
Mortgages and other notes payable
    43,287       43,287       46,211       46,211  
 
                       
Subtotal
    5,818,287       5,846,412       4,821,211       4,075,169  
Capital lease obligations (2)
    309,535       N/A       186,545       N/A  
 
                       
Total long-term debt (including current portion)
  $ 6,127,822     $ 5,846,412     $ 5,007,756     $ 4,075,169  
 
                       
 
(1)   Excludes $400 million in additional 7 7/8% Senior Notes due 2019 issued on October 5, 2009.
 
(2)   Disclosure regarding fair value of capital leases is not required.
Capital Lease Obligations
Ciel II, a Canadian DBS satellite, was launched in December 2008 and commenced commercial operation at the 129 degree orbital location in February 2009. We have leased 100% of the capacity on the satellite for an initial term of ten years. Prior to the launch, we pre-paid $131 million to SES Americom in connection with the lease agreement and we capitalized $16 million of interest related to this satellite. We have accounted for this agreement as a capital lease asset by recording $277 million as the estimated fair value of the satellite and recording a capital lease obligation in the amount of $130 million.
As of September 30, 2009 and December 31, 2008, we had $500 million and $223 million, respectively, capitalized for satellites acquired under capital leases included in “Property and equipment, net” with related accumulated depreciation of $56 million and $26 million, respectively. This increase during the nine months ended September 30, 2009 related to the Ciel II satellite is discussed above.
In our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), we recognized depreciation expense on satellites acquired under capital lease agreements as follows:
                                 
    For the Three Months     For the Nine Months  
    Ended September 30,     Ended September 30,  
    2009     2008     2009     2008  
            (In thousands)          
Depreciation expense — capital leases
  $ 10,634     $ 3,724     $ 29,598     $ 11,171  
 
                       
Future minimum lease payments under our capital lease obligations, together with the present value of the net minimum lease payments as of September 30, 2009, are as follows (in thousands):
         
For the Years Ended December 31,        
2009 (remaining three months)
  $ 19,333  
2010
    81,266  
2011
    78,353  
2012
    75,970  
2013
    75,970  
Thereafter
    542,178  
 
     
Total minimum lease payments
    873,070  
Less: Amount representing use of the orbital location and estimated executory costs (primarily insurance and maintenance) including profit thereon, included in total minimum lease payments
    (400,509 )
 
     
Net minimum lease payments
    472,561  
Less: Amount representing interest
    (163,026 )
 
     
Present value of net minimum lease payments
    309,535  
Less: Current portion
    (23,058 )
 
     
Long-term portion of capital lease obligations
  $ 286,477  
 
     
20 DOW CHEMICAL CO /DE/
 
NOTE L – NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES

Notes Payable
           
In millions
 
Sept. 30, 2009
 
Dec. 31, 2008
Commercial paper
  $ 859     $ 1,597  
Notes payable to banks
    689       661  
Notes payable to related companies
    142       102  
Trade notes payable
    2       -  
Total notes payable
  $ 1,692     $ 2,360  
Period-end average interest rates
    3.98 %     4.04 %



Long-Term Debt
 
In millions
 
2009
Average
Rate
 
Sept. 30,
2009
 
2008
Average
Rate
 
Dec. 31,
2008
Promissory notes and debentures:
                       
Final maturity 2009
    8.59 %   $ 146       6.76 %   $ 682  
Final maturity 2010
    9.13 %     273       9.14 %     275  
Final maturity 2011
    3.10 %     1,955       6.13 %     806  
Final maturity 2012
    5.33 %     2,156       6.00 %     907  
Final maturity 2013
    6.05 %     389       6.85 %     139  
Final maturity 2014 and thereafter
    7.68 %     11,883       7.05 %     2,682  
Other facilities:
                               
Term Loan
    3.82 %     1,000       -       -  
U.S. dollar loans, various rates and maturities
    2.53 %     35       2.43 %     700  
Foreign currency loans, various rates and maturities
    3.55 %     798       3.23 %     73  
Medium-term notes, varying maturities through 2022
    6.64 %     1,415       6.25 %     1,072  
Foreign medium-term notes, various rates and maturities
    4.13 %     1       4.13 %     1  
Foreign medium-term notes, final maturity 2010, Euro
    4.37 %     584       4.37 %     561  
Foreign medium-term notes, final maturity 2011, Euro
    4.63 %     721       4.63 %     690  
Pollution control/industrial revenue bonds, varying maturities through 2033
    5.86 %     1,114       5.61 %     904  
Capital lease obligations
    -       45       -       46  
Unamortized debt discount
    -       (496 )     -       (15 )
Unexpended construction funds
    -       (26 )     -       (27 )
Long-term debt due within one year
    -       (1,362 )     -       (1,454 )
Total long-term debt
    -     $ 20,631       -     $ 8,042  


Annual Installments on Long-Term Debt
for Next Five Years
In millions
 
2009
  $ 255  
2010
  $ 1,126  
2011
  $ 3,718  
2012
  $ 2,765  
2013
  $ 862  
2014
  $ 2,078  

On March 9, 2009 the Company borrowed $3 billion under its Five Year Competitive Advance and Revolving Credit Facility Agreement, dated April 24, 2006; $1.6 billion of the funds were repaid on May 15, 2009 and $0.5 billion of the funds were repaid on June 30, 2009. The funds are due in April 2011 and bear interest at a variable LIBOR-plus rate. The Company is using the funds to finance day-to-day operations, to repay indebtedness maturing in the ordinary course of business and for other general corporate purposes. At September 30, 2009, the Company had an unused and committed balance of $2.1 billion under the Agreement.
 
Debt financing for the acquisition of Rohm and Haas was provided by a $9,226 million draw on a Term Loan Agreement (“Term Loan”) on April 1, 2009. The Term Loan matures on April 1, 2010, provided however, that the original maturity date may be extended for an additional year at the option of the Company, for a maximum outstanding balance of $8.0 billion. The actual interest rate of the Term Loan and the resulting fees that the Company will ultimately pay for the Term Loan can vary significantly and are dependent on the current short-term interest rates in effect, the mode of borrowing (Base Rate or Eurodollar), the Company’s actual current long-term debt rating by Moody’s and Standard & Poor’s, the outstanding amount of the Term Loan at the end of each fiscal quarter, and the progress toward key targets such as the issuance of equity financing, among other factors. Prepaid up-front debt issuance costs of $304 million were paid. Amortization of the prepaid costs was accelerated concurrent with payments; $24 million remained to be amortized at September 30, 2009. The Term Loan requires the Company to maintain a total leverage ratio, measured as total debt to EBITDA on a four quarters Trailing Consolidated EBITDA basis, above specific thresholds as defined in the Term Loan Agreement. The Term Loan was repaid through a combination of proceeds obtained through asset sales, the issuance of debt securities and/or the issuance of equity securities. At September 30, 2009, $8,226 million had been paid on the Term Loan, leaving a balance of $1.0 billion. On October 1, 2009, the remaining $1.0 billion balance of the Term Loan was fully repaid from proceeds of the sale of Morton, (see Note E).
 
On May 7, 2009, the Company issued $6 billion of debt securities in a public offering. The offering included $1.75 billion aggregate principal amount of 7.6 percent notes due 2014; $3.25 billion aggregate principal amount of 8.55 percent notes due 2019; and $1 billion aggregate principal amount of 9.4 percent notes due 2039. Aggregate principal amount of $1.35 billion of the 8.55 percent notes due 2019 were offered by accounts and funds managed by Paulson & Co. and trusts created by members of the Haas family. These investors received notes from the Company in payment for 1.3 million shares of the Company’s Perpetual Preferred Stock, Series B, at par plus accrued dividends (see Note P for further information). The Company used the net proceeds received from this offering for refinancing, renewals, replacements and refunding of outstanding indebtedness, including repayment of a portion of the Term Loan.
 
On August 4, 2009, the Company issued $2.75 billion of debt securities in a public offering. The offering included $1.25 billion aggregate principal amount of 4.85 percent notes due 2012; $1.25 billion aggregate principal amount of 5.90 percent notes due 2015; and $0.25 billion aggregate principal amount of floating rate notes due 2011. The Company used the net proceeds received from this offering for refinancing, renewals, replacements and refunding of outstanding indebtedness, including repayment of a portion of the Term Loan. On October 1, 2009, the remaining $1.0 billion balance of the Term Loan was fully repaid from proceeds of the sale of Morton (see Note E).
 
The fair value of debt assumed from Rohm and Haas on April 1, 2009 of $2,576 million is reflected in the long-term debt table above. On August 21, 2009, the Company executed a buy-back of 175 million Euro of private placement debt acquired from Rohm and Haas and recognized a $56 million pretax loss on this early extinguishment, included in “Sundry income (expense) – net.”
 
On September 28, 2009, Calvin Capital LLC, a wholly owned subsidiary of the Company, repaid a $674 million note payable which was issued in September 2008.
 
The Company’s outstanding debt of $23.7 billion has been issued under indentures which contain, among other provisions, covenants with which the Company must comply while the underlying notes are outstanding. Such covenants include obligations to not allow liens on principal U.S. manufacturing facilities, enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or merge or consolidate with any other corporation or sell or convey all or substantially all of the Company’s assets. The outstanding debt also contains customary default provisions. Failure of the Company to comply with any of these covenants could result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes.
 
The Company’s primary credit agreements contain covenant and default provisions in addition to the covenants set forth above with respect to the Company’s debt. Significant other covenants and default provisions include:
 
 
(a)
the obligation to maintain the ratio of the Company’s consolidated indebtedness to consolidated capitalization at no greater than 0.65 to 1.00 at any time the aggregate outstanding amount of loans under the primary credit agreements exceeds $500 million,
 
 
(b)
a default if the Company or an applicable subsidiary fails to make any payment on indebtedness of $50 million or more when due, or any other default under the applicable agreement permits the acceleration of $200 million or more of principal, or results in the acceleration of $100 million or more of principal, and
 
 
(c)
a default if the Company or any applicable subsidiary fails to discharge or stay within 30 days after the entry of a final judgment of more than $200 million.
 
Failure of the Company to comply with any of the covenants or default provisions could result in a default under the applicable credit agreement which would allow the lenders to not fund future loan requests and to accelerate the due date of the outstanding principal and accrued interest on any outstanding loans.
 
At September 30, 2009, management believes the Company was in compliance with all of the covenants and default provisions referred to above.

21 DTE ENERGY CO
NOTE 7 — LONG-TERM DEBT
Debt Issuances
In 2009, the Company has issued or remarketed the following long-term debt:
(in Millions)
                                     
Company   Month Issued     Type   Interest Rate     Maturity     Amount  
 
Detroit Edison
  April   Tax-Exempt Revenue Bonds (1)(2)     6.00 %     2036     $ 69  
DTE Energy
  May   Senior Notes (3)     7.625 %     2014       300  
Detroit Edison
  June   Tax-Exempt Revenue Bonds (1)(4)     5.625 %     2020       32  
Detroit Edison
  June   Tax-Exempt Revenue Bonds (1)(5)     5.25 %     2029       60  
Detroit Edison
  June   Tax-Exempt Revenue Bonds (1)(6)     5.50 %     2029       59  
 
                                 
 
                              $ 520  
 
                                 
 
(1)   Detroit Edison Tax-Exempt Revenue Bonds are issued by a public body that loans the proceeds to Detroit Edison on terms substantially mirroring the Revenue Bonds.
 
(2)   Proceeds were used to refund existing Tax-Exempt Revenue Bonds.
 
(3)   Proceeds were used to repay short-term borrowings.
 
(4)   These Tax-Exempt Revenue Bonds were converted from a variable rate mode and remarketed in a fixed rate mode to maturity.
 
(5)   These Tax-Exempt Revenue Bonds were converted from a variable rate mode and remarketed in a fixed rate mode with a five-year mandatory put.
 
(6)   These Tax-Exempt Revenue Bonds were converted from a variable rate mode and remarketed in a fixed rate mode with a seven-year mandatory put.
Debt Retirements and Redemptions
In 2009, the following debt has been retired, through optional redemption or payment at maturity:
(in Millions)
                                         
Company   Month Retired     Type   Interest Rate     Maturity     Amount  
Detroit Edison
  April   Tax-Exempt Revenue Bonds (1)   Variable     2036     $ 69  
DTE Energy
  April   Senior Notes     6.65 %     2009       200  
 
                                     
 
                                  $ 269  
 
                                     
 
(1)   These Tax-Exempt Revenue Bonds were redeemed with the proceeds from the issuance of new Detroit Edison Tax-Exempt Revenue Bonds.
22 EATON CORP
LONG-TERM DEBT
In March 2009, Eaton issued $550 of long-term debt through the sale of $250 of 5.95% Notes due 2014 and $300 of 6.95% Notes due 2019. The cash proceeds from the sale of the Notes were used to repay outstanding commercial paper.
23 EQT Corp

I.          Long-Term Debt

 

 

 

September  30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(Thousands)

 

5.15% notes, due March 1, 2018

 

$      200,000

 

$      200,000

 

5.15% notes, due November 15, 2012

 

200,000

 

200,000

 

5.00% notes, due October 1, 2015

 

150,000

 

150,000

 

6.50% notes, due April 1, 2018

 

500,000

 

500,000

 

8.13% notes, due April 1, 2019

 

700,000

 

 

7.75% debentures, due July 15, 2026

 

115,000

 

115,000

 

Medium-term notes:

 

 

 

 

 

8.5% to 9.0% Series A, due 2009 thru 2021

 

48,500

 

50,500

 

7.3% to 7.6% Series B, due 2013 thru 2023

 

30,000

 

30,000

 

7.6% Series C, due 2018

 

8,000

 

8,000

 

 

 

1,951,500

 

1,253,500

 

Less debt payable within one year

 

2,300

 

4,300

 

Total long-term debt

 

$   1,949,200

 

$   1,249,200

 

 

The indentures and other agreements governing the Company’s indebtedness contain certain restrictive financial and operating covenants including covenants that restrict the Company’s ability to incur indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.  The covenants do not contain a rating trigger.  Therefore, a change in Company’s debt rating would not trigger a default under the indentures and other agreements governing the Company’s indebtedness.

 

Aggregate maturities of long-term debt are $2.3 million in 2009, $0 in 2010, $6.0 million in 2011, $200.0 million in 2012 and $10.0 million in 2013.

 

24 Fidelity National Information Services, Inc.
(5) Long-Term Debt
     Long-term debt as of September 30, 2009 and December 31, 2008 consisted of the following (in millions):
                 
    September 30,     December 31,  
    2009     2008  
Term Loan A, secured, interest payable at LIBOR plus 1.00% (1.25% at September 30, 2009), quarterly principal amortization, maturing January 2012
  $ 1,916.3     $ 1,995.0  
Revolving Loan, secured, interest payable at LIBOR plus 0.80% (Eurocurrency Borrowings), Fed-funds plus 0.80% (Swingline Borrowings) or Prime plus 0.00% (Base Rate Borrowings) plus 0.20% facility fee (1.05%, 0.87% or 3.25% respectively at September 30, 2009), maturing January 2012 Total of $693.4 million unused as of September 30, 2009
    201.2       499.4  
Other promissory notes with various interest rates and maturities
    26.2       20.1  
 
           
 
    2,143.7       2,514.5  
Less current portion
    (195.8 )     (105.5 )
 
           
Long-term debt, excluding current portion
  $ 1,947.9     $ 2,409.0  
 
           
     The fair value of the Company’s long-term debt at September 30, 2009 is estimated to be approximately $64.3 million lower than the carrying value (based on values of trades of our debt made in close proximity to quarter-end). These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. Therefore, the values presented are not necessarily indicative of amounts the Company could realize or settle currently.
     Principal maturities of long-term debt at September 30, 2009 are as follows (in millions):
         
2009 remainder
  $ 38.2  
2010
    210.0  
2011
    171.7  
2012
    1,723.8  
 
     
Total
  $ 2,143.7  
 
     
     Through the eFunds Corporation (“eFunds”) acquisition on September 12, 2007, we assumed $100.0 million in long-term notes payable previously issued by eFunds (the “eFunds Notes”). On February 26, 2008, we redeemed the eFunds Notes for a total of $109.3 million, which included a make-whole premium of $9.3 million.
     See also Note 8 for changes in long-term debt subsequent to September 30, 2009.
     As of September 30, 2009, we have entered into the following interest rate swap transactions converting a portion of the interest rate exposure on our Term and Revolving Loans from variable to fixed (in millions):
                     
                Bank Pays   FIS pays
Effective Date   Expiration Date   Notional Amount     Variable Rate of(1)   Fixed Rate of(2)
October 11, 2007
  October 11, 2009   $ 1,000.0     1 Month LIBOR   4.73%
December 11, 2007
  December 11, 2009     250.0     1 Month LIBOR   3.80%
April 11, 2007
  April 11, 2010     850.0     1 Month LIBOR   4.92%
 
                 
 
      $ 2,100.0          
 
                 
 
(1)   0.25% in effect at September 30, 2009 under the agreements.
 
(2)   In addition to the fixed rates paid under the swaps, we pay an applicable margin to our bank lenders on the Term Loan A of 1.00% and the Revolving Loan of 0.80% (plus a facility fee of 0.20%) as of September 30, 2009.
     We have designated these interest rate swaps as cash flow hedges. A portion of the amount included in accumulated other comprehensive earnings is reclassified into interest expense as a yield adjustment as interest payments are made on the Term and Revolving Loans. In accordance with the authoritative guidance for fair value measurements, the inputs used to determine the estimated fair value of our interest rate swaps are Level 2-type measurements. We considered our own credit risk when determining the fair value of our interest rate swaps.
     See also Note 8 for interest rate swap activity subsequent to September 30, 2009.
     A summary of the fair value of the Company’s derivative instruments is as follows (in millions):
                         
    Liability Derivatives  
    September 30, 2009     December 31, 2008  
        Fair         Fair  
    Balance Sheet Location   Value     Balance Sheet Location   Value  
Interest rate swap contracts
  Accounts payable and accrued liabilities   $ 29.4     Accounts payable and accrued liabilities   $ 39.6  
Interest rate swap contracts
  Other long-term liabilities         Other long-term liabilities     44.6  
 
                   
Total derivatives designated as hedging instruments
      $ 29.4         $ 84.2  
 
                   
     A summary of the effect of derivative instruments on the Company’s Condensed Consolidated Statements of Earnings and recognized in Other Comprehensive Earnings (“OCE”) are as follows (in millions):
                                   
    Amount of Gain (Loss)         Amount of Gain (Loss) Reclassified  
    Recognized in OCE on         from Accumulated OCE into  
    Derivative     Location of Loss   Income  
Derivatives in Cash   Three-Month Period   Three-Month Period     Reclassified from   Three-Month Period     Three-Month Period  
Flow Hedging   Ended September   Ended September     Accumulated OCE into   Ended September     Ended September  
Relationships   30, 2009   30, 2008     Income   30, 2009     30, 2008  
Interest rate swap contracts
  $ 2.6   $ 4.3     Interest expense   $ (23.7 )   $ (12.0 )
 
                         
                                     
                        Amount of Gain (Loss) Reclassified  
    Amount of Gain (Loss) Recognized         from Accumulated OCE into  
    in OCE on Derivative     Location of Loss   Income  
Derivatives in Cash   Nine-Month Period     Nine-Month Period     Reclassified from   Nine-Month Period     Nine-Month Period  
Flow Hedging   Ended September     Ended September     Accumulated OCE into   Ended September     Ended September  
Relationships   30, 2009     30, 2008     Income   30, 2009     30, 2008  
Interest rate swap contracts
  $ 13.1     $ 32.4     Interest expense   $ (67.9 )   $ (30.3 )
 
                           
     Our existing cash flow hedges are highly effective and there is no current impact on earnings due to hedge ineffectiveness. It is our practice to execute such instruments with credit-worthy banks at the time of execution and not to enter into derivative financial instruments for speculative purposes. As of September 30, 2009, we believe that our interest rate swap counterparties will be able to fulfill their obligations under our agreements and we believe we will have debt outstanding through the various expiration dates of the swaps such that the future hedge cash flows remain probable of occurring.
25 FLIR SYSTEMS INC

Note 13. Long-Term Debt

Long-term debt consists of the following (in thousands):

 

     September 30,
2009
    December 31,
2008
 
           (As Adjusted)  

Convertible notes

   $ 61,489      $ 191,419   

Issuance cost and discount of the convertible notes

     (1,327     (8,624

Other long-term debt

     38        30   
                
   $ 60,200      $ 182,825   
                

On February 5, 2009, the Company commenced an exchange offer for any and all of its outstanding convertible notes. Holders who elected to exchange their notes in this offer and whose notes were accepted for exchange by the Company received 90.1224 shares of the Company’s common stock and a cash payment of $20 per $1,000 principal amount of notes. The offer expired on March 9, 2009. Notes with an aggregate principal amount of $99.9 million were exchanged pursuant to the exchange offer and were converted into 9.0 million shares of the Company’s common stock. The Company recognized a gain of $2.2 million from the extinguishment of the notes; the gain and the $2.0 million expense associated with the cash inducement are reported in other expense (income), net.

In addition, in July 2009, convertible notes with an aggregate principal amount of $30.1 million were converted into 2.7 million shares of the Company’s common stock. The Company recognized a gain of $0.3 million from the extinguishment of the notes, which is reported in other expense (income), net.

26 FLUOR CORP

(10)             In February 2004, the company issued $330 million of 1.5 percent Convertible Senior Notes (the “Notes”) due February 15, 2024 and received proceeds of $323 million, net of underwriting discounts.  In December 2004, the company irrevocably elected to pay the principal amount of the Notes in cash.  Notes are convertible if a specified trading price of the company’s common stock (the “trigger price”) is achieved and maintained for a specified period. The trigger price condition was satisfied during the fourth quarter of 2008 and third quarter of 2009 and the Notes were therefore classified as short-term debt. During the nine months ended September 30, 2009, holders converted $15 million of the Notes in exchange for the principal balance owed in cash plus 130,186 shares of the company’s common stock.

 

In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (ASC 470-20). ASC 470-20 requires the issuer of a convertible debt instrument to separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. ASC 470-20 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and is required to be applied retrospectively to all periods presented. The company adopted ASC 470-20 during the first quarter of 2009.

 

As a result of the adoption of ASC 470-20, the company recognized a cumulative-effect adjustment consisting of an increase to additional paid-in capital of $24.4 million, net of deferred taxes of $0.2 million, and a reduction of debt of $0.4 million for the equity component of the Notes. The December 31, 2008 balance of retained earnings was reduced by $24.2 million.

 

Additionally, interest expense as a result of debt discount amortization increased by $0.4 million for the nine months ended September 30, 2009, and $1.4 million and $5.6 million for the three and nine months ended September 30, 2008, respectively. There was no debt discount amortization for the three months ended September 30, 2009. The increase to interest expense resulted in a tax benefit of $0.2 million for the nine months ended September 30, 2009, and $0.7 million and $2.3 million for the three and nine months ended September 30, 2008, respectively. Net earnings attributable to Fluor Corporation for the three and nine months ended September 30, 2009 were increased by $0.7 million (less than $0.01 per share) and $2.1 million ($0.01 per share). Net earnings attributable to Fluor Corporation for three and nine months ended September 30, 2008 were reduced by $1.2 million (less than $0.01 per share) and $3.8 million ($0.02 per share), respectively.

 

The following table presents information related to the liability and equity components of the Notes:

 

(in thousands)

 

September 30,
2009

 

December 31,
2008

 

 

 

 

 

 

 

Carrying value of the equity component

 

$

22,127

 

$

24,448

 

 

 

 

 

 

 

Principal amount of the liability component

 

$

118,577

 

$

133,578

 

Less: Unamortized discount of the liability component

 

 

384

 

Carrying value of the liability component

 

$

118,577

 

$

133,194

 

 

The Notes are convertible into shares of the company’s common stock (par value $0.01 per share) at a conversion rate of 35.9104 shares per each $1,000 principal amount of Notes, subject to adjustment as described in the indenture. Interest expense for the three and nine months ended September 30, 2009 includes original coupon interest of $0.5 million and $1.5 million, respectively. Interest expense for the three and nine months ended September 30, 2008 includes original coupon interest of $0.9 million and $3.9 million, respectively. The effective interest rate on the liability component was 4.375 percent through February 15, 2009 at which time the discount on the liability was fully amortized. The if-converted value of $217 million is in excess of the principal value as of September 30, 2009.

 

As of September 30, 2009, the company was in compliance with all of the financial covenants related to its debt agreements.

27 FOREST LABORATORIES INC
10.   Long-Term Debt:

On December 7, 2007, the Company established a $500 million revolving credit facility for the purpose of providing additional financial liquidity for the financing of business development and corporate strategic initiatives.  The facility can be increased up to $750 million based upon agreement with the participating lenders and expires on December 7, 2012.  As of November 6, 2009, the Company has not drawn any funds from the available credit.  The utilization of the revolving credit facility is subject to the adherence to certain financial covenants such as leverage and interest coverage ratios.
28 FORTUNE BRANDS INC
11. Long-Term Debt

In June 2009, we issued long-term debt securities of $500 million under our shelf registration statement filed with the Securities and Exchange Commission. The 6  3/8% Notes will mature in June 2014. Proceeds were used to pay down balances on our revolving credit facility. Net proceeds of $496.7 million are less price discounts of $0.3 million and underwriting fees of $3.0 million.

In January 2009, we borrowed on our $400 million three-year term loan that matures in October 2011, to repay a €300 million note (approximately $394 million) that was due January 30, 2009. The interest rate under this term loan is variable based on U.S. LIBOR at the time of the borrowing and the Company’s long-term credit rating.

 

29 GANNETT CO INC /DE/
NOTE 6 – Long-term debt
The long-term debt of the Company is summarized below:
                 
In thousands of dollars   Sept. 27, 2009     Dec. 28, 2008  
 
Unsecured floating rate notes paid May 2009
  $     $ 632,205  
Unsecured notes bearing fixed rate interest at 5.75% due June 2011
    432,511       498,464  
Unsecured floating rate term loan due July 2011
    280,000       280,000  
Borrowings under revolving credit agreements expiring March 2012
    2,076,000       1,907,000  
Unsecured notes bearing fixed rate interest at 6.375% due April 2012
    306,226       499,269  
Unsecured notes bearing fixed rate interest at 10% due June 2015
    56,382        
Unsecured notes bearing fixed rate interest at 10% due April 2016
    161,733        
Other indebtedness
    4       4  
 
           
Total long-term debt
  $ 3,312,856     $ 3,816,942  
 
           
In connection with each of its three revolving credit agreements and its term loan agreement, the Company agreed to provide guarantees from its domestic wholly-owned subsidiaries in the event that the Company’s credit ratings from either Moody’s or S&P fell below investment grade. In the first quarter of 2009, the Company’s credit rating was downgraded below investment grade by both S&P and Moody’s. Accordingly, the guarantees were triggered and the existing notes and other unsecured debt of the Company became structurally subordinated to the revolving credit agreements and the term loan.
On September 25, 2009, the Company further amended the terms of its three revolving credit agreements and its term loan agreement to provide for the issuance of up to $500 million of additional long-term debt carrying the same guarantees put in place for the revolving credit agreements and term loan. In addition, the Company also amended one of the credit agreements to permit it to obtain up to $100 million of letters of credit from the lenders, which would count toward their commitments.
On August 21, 2009, Moody’s confirmed the Company’s Ba1 corporate family rating and its Ba2 senior unsecured note rating which had been placed under review for a possible downgrade in April. In addition, Moody’s rated the Company’s bank debt, which includes its revolving credit agreements and term loan, Baa3. The Baa3 rating also applies to any long-term debt which has the same subsidiary guarantees as the bank debt. The Company’s debt is rated BB by Standard and Poor’s.
During the first quarter of 2009, the Company repurchased $68.8 million in principal amount of the floating rate notes in privately negotiated transactions. In connection with these transactions, the Company recorded a gain of approximately $1.1 million which is classified in “Other non-operating items” in the Statement of Income for the first quarter. This gain is net of $0.6 million reclassified from accumulated other comprehensive loss for related interest swap agreements in the first quarter.
On May 5, 2009, the Company completed a private exchange offer relating to its 5.75% fixed rate notes due June 2011 and its 6.375% fixed rate notes due April 2012. The Company exchanged approximately $67 million in principal amount of new 10% senior notes due 2015 for approximately $67 million principal amount of the 2011 notes, and approximately $193 million in principal amount of new 10% senior notes due 2016 for approximately $193 million principal amount of the 2012 notes.
The new 2015 notes and the new 2016 notes (together, the Notes) are senior unsecured obligations and are guaranteed by those Company subsidiaries providing guarantees under the revolving credit agreements and the term loan agreement. The Notes and the subsidiary guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
In connection with the exchange transactions and in accordance with the modifications and extinguishments requirements of ASC Topic 470, “Debt,” the Company recorded a gain of approximately $42.7 million which is classified in “Other non-operating items” in the Statement of Income for the second quarter. This gain resulted from recording the Notes at fair value as of the time of the exchange and extinguishing the old notes at their historical book values. Fair value of the Notes was based on their trading prices on and shortly after the exchange date. The discount created by recording the Notes at fair value instead of face value is being amortized over the term of the loans to interest expense.
As more fully described below in “NOTE 16 – Subsequent Event,” the Company completed a $500 million private placement offering on October 2, 2009.
30 GOLDMAN SACHS GROUP INC
 
Note 7.   Long-Term Borrowings
 
As of September 2009 and November 2008, long-term borrowings were $204.30 billion and $185.68 billion, respectively, comprised of $14.58 billion and $17.46 billion, respectively, included in “Other secured financings” in the condensed consolidated statements of financial condition and $189.72 billion and $168.22 billion, respectively, of unsecured long-term borrowings. See Note 3 for information regarding other secured financings.
 
The firm’s unsecured long-term borrowings extend through 2043 and consist principally of senior borrowings.
 
Unsecured long-term borrowings are set forth below:
 
                 
    As of
    September
  November
    2009   2008
    (in millions)
Fixed rate obligations (1)
  $ 119,398     $ 103,825  
Floating rate obligations (2)
    70,326       64,395  
                 
Total (3)
  $ 189,724     $ 168,220  
                 
 
 
(1) As of September 2009 and November 2008, $81.28 billion and $70.08 billion, respectively, of the firm’s fixed rate debt obligations were denominated in U.S. dollars and interest rates ranged from 1.63% to 10.04% and from 3.87% to 10.04%, respectively. As of September 2009 and November 2008, $38.12 billion and $33.75 billion, respectively, of the firm’s fixed rate debt obligations were denominated in non-U.S. dollars and interest rates ranged from 0.67% to 7.45% and from 0.67% to 8.88%, respectively.
 
(2) As of September 2009 and November 2008, $35.08 billion and $32.41 billion, respectively, of the firm’s floating rate debt obligations were denominated in U.S. dollars. As of September 2009 and November 2008, $35.25 billion and $31.99 billion, respectively, of the firm’s floating rate debt obligations were denominated in non-U.S. dollars. Floating interest rates generally are based on LIBOR or the federal funds target rate. Equity-linked and indexed instruments are included in floating rate obligations.
 
(3) Includes $20.85 billion and $0 as of September 2009 and November 2008, respectively, guaranteed by the FDIC under the TLGP.
 
Unsecured long-term borrowings by maturity date are set forth below (in millions):
 
         
    As of
    September 2009
2010
  $ 3,047  
2011
    23,749  
2012
    27,500  
2013
    23,774  
2014
    18,539  
2015-thereafter
    93,115  
         
Total (1)(2)
  $ 189,724  
         
 
 
(1) Unsecured long-term borrowings maturing within one year of the financial statement date and unsecured long-term borrowings that are redeemable within one year of the financial statement date at the option of the holder are included as unsecured short-term borrowings in the condensed consolidated statements of financial condition.
 
(2) Unsecured long-term borrowings that are repayable prior to maturity at the option of the firm are reflected at their contractual maturity dates. Unsecured long-term borrowings that are redeemable prior to maturity at the option of the holder are reflected at the dates such options become exercisable.
 
The firm enters into derivative contracts to effectively convert a substantial portion of its unsecured long-term borrowings which are not accounted for at fair value into floating rate obligations. Accordingly, excluding the cumulative impact of changes in the firm’s credit spreads, the carrying value of unsecured long-term borrowings approximated fair value as of September 2009 and November 2008. For unsecured long-term borrowings for which the firm did not elect the fair value option, the cumulative impact due to the widening of the firm’s own credit spreads would be a reduction in the carrying value of total unsecured long-term borrowings of approximately 1% and 9% as of September 2009 and November 2008, respectively.
 
The effective weighted average interest rates for unsecured long-term borrowings are set forth below:
 
                                 
    As of
    September 2009   November 2008
   
Amount
 
Rate
 
Amount
 
Rate
    ($ in millions)
Fixed rate obligations
  $ 4,273       5.48 %   $ 4,015       4.97 %
Floating rate obligations (1)
    185,451       0.72       164,205       2.66  
                                 
Total (2)
  $ 189,724       0.83     $ 168,220       2.73  
                                 
 
 
(1) Includes fixed rate obligations that have been converted into floating rate obligations through derivative contracts.
 
(2) The weighted average interest rates as of September 2009 and November 2008 excluded financial instruments accounted for at fair value under the fair value option.
 
Subordinated Borrowings
 
Unsecured long-term borrowings included subordinated borrowings with outstanding principal amounts of $19.16 billion and $19.26 billion as of September 2009 and November 2008, respectively, as set forth below.
 
Junior Subordinated Debt Issued to Trusts in Connection with Fixed-to-Floating and Floating Rate Normal Automatic Preferred Enhanced Capital Securities.  In 2007, Group Inc. issued a total of $2.25 billion of remarketable junior subordinated debt to Goldman Sachs Capital II and Goldman Sachs Capital III (APEX Trusts), Delaware statutory trusts that, in turn, issued $2.25 billion of guaranteed perpetual Normal Automatic Preferred Enhanced Capital Securities (APEX) to third parties and a de minimis amount of common securities to Group Inc. Group Inc. also entered into contracts with the APEX Trusts to sell $2.25 billion of perpetual non-cumulative