hexion csfbconferencemarch2008final
TRANSCRIPT
Credit Suisse Chemical Conference
March 25, 2008
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Certain information in this presentation may be considered forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. This information is based on the Company's current expectations and actual results could vary materially depending on risks and uncertainties that may affect the Company's operations, markets, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, industry and economic conditions, competitive, legal, governmental and technological factors. There is no assurance that the Company's expectations will be realized. The Company assumes no obligation to update any forward-looking information contained in this presentation should circumstances change, except as otherwise required by securities and other applicable laws.
This presentation contains non-GAAP financial measures. A reconciliation to the nearest U.S. GAAP financial measures is included at the end of the presentation.
Forward-Looking Statements
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Today’s Presenters
Craig O. MorrisonChairman, President &Chief Executive Officer
William CarterExecutive Vice President &
Chief Financial Officer
Joined Hexion in March 2002 as President and CEO of Borden Chemical
Previous roles include:President & GM, Alcan Pharmaceutical and Cosmetic PackagingPresident and COO, PaxarPresident and GM, Van Leer Containers, Inc.Manager, General Electric Plastics Consultant, Bain & Company
Joined Hexion in April 1995 as CFO of Borden Inc.
Key member of Borden restructuring team
Previous roles include:20 years at Pricewaterhouse LLP, including role as Engagement Partner for Borden
Hexion OverviewCraig O. MorrisonChairman, President & Chief Executive Officer
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2007 Results Continue to Validate Hexion’sStrategy as the Global Thermoset Resins Leader
Strong top line growth of 12% versus FY06
Operating income reached $302 million, a 22% percent increase compared to FY06, net of divestitures
Segment EBITDA of $611 million, an increase of 17%, versus $524million in prior year
Adjusted EBITDA of $707 million resulting in an interest coverage ratio of 2.58
The Arkema forest products transaction – completed in Q407 –continues our accretive bolt-on acquisition strategy in the high-growth east German region
Announced Huntsman merger provides an opportunity for transformational growth as a leading global specialty chemical company
Hexion Posted Strong YearHexion Posted Strong Year--overover--Year PerformanceYear Performance
(1)
(2)
(1) Segment EBITDA and Adjusted EBITDA are non-GAAP financial measures. The closest GAAP financial measure is Net Income (Loss). A table that reconciles these two measures is at the end of this presentation. Management believes that Adjusted EBITDA is meaningful to investors because the Company is required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of December 31, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under its indentures. December 31, 2007 Adjusted EBITDA includes $55 million of in-process Hexion synergies and $38 million of acquisition adjustments.
(2) Transaction remains subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by foreign jurisdictions and other customary closing conditions.
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$364
$707
$480(1) $524
2004 2005 2006 2007 Adj PF2007
Hexion Historical Summary
$4,105
$5,810 $5,205
$4,717(1)
2004 2005 2006 2007
Hexion Pro Forma Revenue($ millions)
Hexion EBITDA($ millions)
Revenue CAGR: 12 %Revenue CAGR: 12 % EBITDA CAGR: 19 %EBITDA CAGR: 19 %
(3)
$611
(1) Includes the acquisition of Bakelite in April 2005 as if it occurred on January 1, 2005. (2) 2007 Adjusted EBITDA includes $55 million of in-process Hexion synergies and $38 million of acquisition adjustments.
Note: 2004 Pro Forma Revenue and Pro Forma Adjusted EBITDA consists of the combined results of Borden, RPP, RSM, and Bakelite, as if Hexion had been formed on January 1, 2003. Resolutions Specialty Materials and Resolution Performance Products owned by affiliates of Apollo Management L.P. prior to formation of Hexion.
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Raw Material Volatility continues into 2008
1.0
1.1
1.2
1.3
1.4
1.5
1.6
Hexion Composite Raw Material Index
Source: CMAI data.
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q42006 2007
55% increase over past two yearsNegative lead/lag impact of $16 million in Q407 Hexion Composite Raw Material Index at December 2007 increased 30% compared to Q307Ongoing focus on pricing actions to compensate for the rapid rise in raw materials
Key Raw Materials at or near Historical Highs as of Year-end 2007
ValueCreation
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42%
42%
Hexion’s Diversification Offsets Segment Cyclicality and Provides Growth Opportunities
Indust r ial/ Marine18%
New Home Const ruct ion
12%Aut omot ive11%
Graphic Art s7%
Civil Engineering6%
Elect ronics6%
Oil Field E&P4%
Const ruct ion4%
Archit ect ural4%
Food & Beverage2%
Repair/ Remodel7%
Consumer/Durable Goods
14%
Ot her5%
Stable and Diversified Revenue Base: Largest Customer < 3% of 2007 SalesTop Ten Customers: ≈15% of 2007 Sales
UnitedStates
End Use Markets2007 Revenue: $5.8 billion
2007 Geographies(1)
(1) Based on 2006 results.
Europe
16%
Asia Pacific & ROW
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Diversified Product Portfolio Drives Across-the-Board Segment Growth
13%
15%
6%
9%
Segment EBITDAFY07 vs. FY06 FY07 vs. FY06
Improving Segment EBITDA Margins in FY07Improving Segment EBITDA Margins in FY07
Revenue
Epoxy & Phenolic
Resins
Forest & Formaldehyde
Products
Coatings& Inks
Performance Products
24%
6%
6%
26%
ValueCreation
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Hexion’s Value Creation Levers Fuel Top and Bottom Line Growth
Value Creation
Core Business Processes•Six Sigma
•SAP
•SourcingAchieving Synergies
Hexion Continues to Execute its Strategic and Operational Plan
Global Footprint
GrowthInitiatives
ExperiencedManagementTeam
AccretiveAcquisitions
Global Thermoset
Leader
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Six Sigma Savings Exceeded $44 million in 2007
Six Sigma Focused on Continuous Improvement
CoreBusinessProcesses
2007 Six Sigma Savings ($ in millions)
Volume/Growth
ProcessingCosts
MarginOverMaterials
Distribution and OtherInventories
$20
$15
$7$5
$2
Wide range of projects, including:Volume: Capacity creationRaw Materials: yield improvementOperational cost efficienciesDistribution: freight savings
Approximately 275 active Six Sigma projects anticipated in FY08
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FY06 FY07 FY08
Sourcing Manufacturing SG&A
Synergies Remain an Ongoing Focus of Senior Management
Sourcing
Manufacturing
SG&A
Hexion Continues to Achieve Targeted Synergies
Summary$150 million run rate achieved in 2007All Phase II actions expected to be taken in 2008SG&A as a percentage of sales improved to 7.1% in FY07 vs. 7.4% in FY06
$37 mm$72 mm
$66 mm
Total Synergy Program Targets
Hexion Synergy Run Rate($ millions)
$150
$70
$175
SynergyAchievement
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Synergy Actions Designed to StrategicallyOptimize Manufacturing Footprint
Productivity and Synergy Programs Continue
Site actions related to Hexion’s synergy programs include:
Hernani, Spain (Phenolic Resins)Santo Varao, Portugal (Inks)Pleasant Prairie, Wisconsin (Inks)Lynwood, California (Coatings)Clayton, U.K. (Coatings)Hamburg, Germany (Coatings)Molndal, Sweden (Coatings)LaVal, Quebec (Forest Products)Virginia, Minnesota (Forest Products) Vancouver, British Columbia (Forest Products)High Point, North Carolina (Forest Products)
(1)
(1)
(1) Sites operational; actions included stopping production of heatset ink vehicles at Pleasant Prairie location and solvent-based coatings at our Lynwood California facility.
SynergyAchievement
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Asia Pacific: 20 Mfg. Sites
North America: 41 Mfg. SitesEurope: 32 Mfg. Sites
Latin America: 6 Mfg. Sites
Our Broad Geographic Footprint Allows Hexion to Serve Customers Around the Globe
Hexion’s Existing Footprint Provides a Significant Growth Platform
Global Footprint
(1) Reflects manufacturing facilities as of Dec. 31, 2007
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Technology Reformulation
Global Expansion
Technology Cross
Fertilization
Hexion Continues to Focus on Key Growth Initiatives
Hexion’s Product Portfolio Provide a Strong Base for Growth
Growth Initiatives
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New Product Development: Customer-Driven Solutions
550 Scientists Globally and Strong Technical Field Staff Deliver Customer Solutions Aimed at Improving Plant Yields and Reducing Fixed Costs
Product DescriptionAdhesive technologies designed to provide engineered wood materials with structural fire performance equal to solid lumber. www.hexitherm.com
Ultra-low emitting resin technologies for wood product manufacturers ( urea formaldehyde- based or utilize alternative chemistries). www.ecobind.com
Family of oilfield technology products designed for high-pressure, high-temperature (HPHT) wells
Non-radioactive, resin-coated proppant with “tracer materials”to track proppant location within wells
Growth Initiatives
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Six Opportunistic Bolt-On Acquisitions in FY06-’07
Acquisitions
Rhodia Coatings
Akzo Nobel Coatings & Inks
Rohm andHaas Wax Assets
Orica Resins
Wright Chemical
Arkema GmbH
SuccessfulAcquisitions
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Experienced Management Team Provides The Capability and Capacity to Successfully Lead Hexion
Divisions structured to optimize assets and market alignment
Functional leaders selected for industry leading expertise
Division Presidents:Average 25 years in chemical and resin industry experience
Strong track record of merger integration and growth
Management ownership of approximately 7%
Chairman & CEOChairman & CEOCraig MorrisonCraig Morrison CFOCFO
Bill CarterBill Carter
Human ResourcesHuman ResourcesJudy Judy SonnettSonnett
ITITKevin McGuireKevin McGuire
SourcingSourcingNathan FisherNathan Fisher
Business DevelopmentBusiness DevelopmentElliot Elliot FullenFullen
Environmental Health Environmental Health & Safety& Safety
Rick MontyRick MontyChief Technology Chief Technology
OfficerOfficerRich MyersRich Myers
President President Performance Performance
Products & Inks Products & Inks ResinsResins
Sarah CoffinSarah Coffin
President President Phenolic & Phenolic &
Forest Product Forest Product Resins Resins
Jody BevilaquaJody Bevilaqua
PresidentPresidentEpoxy & Epoxy & Coating Coating ResinsResins
Kees VerhaarKees Verhaar
Six SigmaSix SigmaDalchandDalchand LaljitLaljit
LegalLegalMary Ann JorgensonMary Ann Jorgenson
ExperiencedManagement
Team
Financial ReviewWilliam CarterExecutive Vice President & Chief Financial Officer
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Financial Highlights
Highly diversified revenue baseCustomers, end markets, geographiesStable primary end market demand
Strong free cash flow characteristicsLow capital expenditures
Low annual total capex requirementsMaintenance capex requirement of $65 million or 1-2% of sales
Opportunity to optimize manufacturing footprint, reducing capex requirements in longer-term
Low working capital requirements with opportunities for continued improvementFavorable tax attributes due to NOLs and tax efficient structuring will minimize cash taxes going forwardSAP “Single Global Instance” system: as of Dec. 31, 2007, locations that comprise 90% of our revenue are on the new system
Significant cross-selling opportunities and cost reduction initiatives will enhance Hexion revenue and EBITDA over the long-term
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Epoxy and Phenolic Resins Fiscal Year 2007 Segment Highlights
($ in millions) 2007 2006 ∆
$2,424 $2,152
$271
↑ 13%
Segment EBITDA $337 ↑ 24%
Revenue
Year Ended December 31 Strong revenue and EBITDA growth reflects favorable product mix and positive demand from a variety of applications, including wind energy, electronics, aerospace and international construction
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Formaldehyde and Forest Products Resins Fiscal Year 2007 Segment Highlights
($ in millions) 2007 2006 ∆
$1,663 $1,440
$156
↑ 15%
Segment EBITDA $165 ↑ 6%
Revenue
Year Ended December 31 International markets drove revenue and Segment EBITDA gains despite rapid rise in raw materials and slowdown in North American housing
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Coatings and Inks Fiscal Year 2007 Segment Highlights
($ in millions) 2007 2006 ∆
$1,330 $1,254
$81
↑ 6%
Segment EBITDA $86 ↑ 6%
Revenue
Year Ended December 31 Focused cost control programs, coupledwith site rationalizations,significantly improvedcost structure
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Performance Products Fiscal Year 2007 Segment Highlights
($ in millions) 2007 2006 ∆
$ 393 $ 359
$ 61
↑ 9%
Segment EBITDA $ 77 ↑ 26%
Revenue
Year Ended December 31 Robust demand for oilfield products, combined with Asia Pacific regional growth, contributed to strong revenue and Segment EBITDA gains
25
Pro Forma Free Cash Flow
($ millions) PF Adj.12/31/07 Comment
Pro Forma Adj. EBITDA $707 Includes $55mm effect of in process synergies and $38mm of acquisitions/divestitures
Less: Cash Taxes (40) Highly favorable tax situation due to NOLs, structuring
Less: Cash Interest Expense (300)
Less: Capital Expenditures (125) $125mm normalized annual target; 2008E capital expense target reflects additional growth projects
Change in Working Capital -- Significant reduction opportunity over the next two years offsets growth impacts
Other (25) Pension, OPEB, and other cash costs
PF Free Cash Flow ~ $220
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Low Capital Intensity
Hexion targeting $150 million of annual capex in 2008$55 - $60 million for maintenance projects in 2008
Capital Expenditures
$122 $123
$111
$115$125
2.4%
3.3%
2.3%
3.0%
$50
$75
$100
$125
2003 2004 2005 2006 20070.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
Capital Expenditures Capex as % of Sales
($ millions) % of Sales
2.1%
(1)
(1) 2008 targeted capital expenditures excludes any Huntsman merger-related activities and synergy-related projects
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Balance Sheet Update
Hexion generated $174 million in cash from operations in 2007
In FY07, Hexion funded $130 million for the acquisitions of Orica and Arkema GmbH and $100 million for Huntsman acquisition costs
Strong liquidity position: cash plus borrowing availability of $485 million at December 31, 2007
Ongoing focus on working capital improvements in 2008 and maintaining a disciplined approach to capital spending
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Long Dated Debt Maturity Profile
Debt Maturities
Note: Debt maturity graphs exclude capital leases, other debt, and Borden foreign bank debt.
$0$200
$400$600
$800$1,000$1,200
$1,400$1,600
$1,800$2,000
$2,200$2,400
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+
($ in
mill
ions
)
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Hexion Capitalization (12/31/07)
($ millions)
12/31/07Multiple of PF Adj. EBITDA (1)
Cash $199
Revolver $0 Bank Debt 2,282 3.2Net Total 1st Lien Senior Secured Debt $2,282 3.2x
Second-Priority Senior Secured Notes 825 4.4Net Senior Secured Debt $3,107 4.4x
Sinking Fund Debentures due 2016 78 4.5Debentures due 2021 115 4.7Debentures due 2023 247 5.0Other Debt 173 5.3Net Debt $3,520 5.0x
Adj. EBITDA $707
(1) December 31, 2007 Adjusted EBITDA includes $55 million of Hexion in-process synergies and $38 million of acquisition adjustments.
Transaction Update Craig O. Morrison
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Epoxy & Phenolic Resins
16%
Form. & Forest Products
11%
Coatings & Inks8%
Hexion Perf. Products
2%
Pigments7%
HuntsmanPerf. Produts
15% Materials & Effects
16%
Polyurethanes25%
Hexion & Huntsman: Creating a Global Leader
Europe37%
North America
40%
Asia Pacific14%
ROW9%
Pro forma Revenues = $15.5 billion
Revenue by Region
(1) Reflects Huntsman 2007 Revenue of $9.650.8 billion as presented in Huntsman’s Fourth Quarter 2007 earnings release. Huntsman revenue pro forma for butadiene/MTBE, U.S. and European Base Chemicals and Polymers divestitures as disclosed in release. Hexion revenue reflects 2007 sales of $5.810 billion as presented in Hexion’s Form 10-K filing.
(2) While Hexion and Huntsman each have divisions referred to as “Performance Products,” both the products and end-markets served in these segments are different and unique from each other.
(3) Reflects Huntsman’s Q3 2007 YTD differentiated revenues, including Polyurethanes, Materials & Effects, Performance Products and Pigments, as presented at the Merrill Lynch Leveraged Finance Conference (November 2007.) Hexion revenue reflects 2007 sales by geography of $5.8 billion as presented in Hexion’s Form 10-K filing.
Combined Company Revenues by Reportable Segments (1) (2)
“Newco” Establishes an Industry Leader with Strong Top and Bottom Line Growth Potential
(3)
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Pending Transaction Provides Strong Growth Potential in Asia Pacific Region
Hexion’s Asia Pacific FootprintAsia Pacific region has 20manufacturing sites spread across China, Malaysia, Thailand, Korea, New Zealand and Australia FY07 ROW sales: $1.4 B
“New Huntsman” in Asia 56 sites $1.5 billion (17%) of Global Differentiated Revenue (2006PF)
(1)
(1) Reflects 2006 PF Differentiated Revenue Distribution. Source of Huntsman map: February 2007 Analyst Day Presentation. Pro forma 2006 revenues to include Polyurethanes, Advanced Materials, Textile Effects, Performance Products and Pigments.
Summary
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Hexion - Summary
FY07 sales increased 12% and Segment EBITDA increased 17% compared to prior year
Ongoing focus on pricing actions to compensate for the rapid rise in raw materials
Diversified technology and global footprint provide an ongoing basis for growth
On track to meet our $175 million synergy commitment
The announced merger with Huntsman, subject to regulatory review and other customary closing conditions, will create one of the world’s largest specialty chemical companies
Hexion Continues to Execute its Strategic and Operational Plan(1) Transaction remains subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by foreign jurisdictions and other customary closing
conditions.
(1)
Appendices
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Reconciliation of Non-GAAP Financial Measures
($ millions) Three months ended Dec. 31, Fiscal Year ended Dec. 31
2007 2006 2007 2006Segment EBITDA:
Epoxy and Phenolic Resins 62 66 337 271Formaldehyde and Forest Product Resins 39 43 165 156 Coatings and Inks 17 11 86 81Performance Products 20 14 77 61Corporate and Other (13) (11) (54) (45)
Total 125 123 611 524 Reconciliation:Items not included in Segment EBITDA
--
--(1)
Business realignments (5) 6 (21) 2
Loss on extinguishment of debt -- (69) -- (121)
Transaction costs 1 (1) (20)
Integration costs (10) (12) (38) (57)Non-cash charges (37) (9) (54) (22)
Unusual items:Gain on sale of business (1) 8 39 Purchase accounting effects/inventory step-up -- (1) (3)Discontinued operations -- -- -- (14)
Other (8) (2) (17) (10)
Total unusual items (14) 3 (31) 14 Total adjustments (61) (17) (124) (85)
Interest expense, net (73) (71) (310) (242)
Income tax benefit (expense) (1) 27 (44) (14)Depreciation and amortization (53) (48) (198) (171)Net income (loss) (63) (55) (65) (109)
37
Reconciliation of Net Loss to Adj. EBITDANet loss (65)
Income taxes 44
Interest expense, net 310
Depreciation and amortization expense 198
EBITDA 487
Adjustments to EBITDAAcquisitions EBITDA (1) 38
Transaction costs 1
Integration costs (2) 38
Non-cash charges (3) 54
Unusual items:
Gain on divestiture of business (8)
Purchase accounting/inventory step-up 1
Business realignments (4) 21
Other (5) 20
Total unusual items 34
In process Synergies (6) 55
Adjusted EBITDA (7) 707
Fixed Charges (8) 274
Ratio of Adj. EBITDA to Fixed Charges 2.58
$
Year EndedDec. 31, 2007
$
Fixed Charge Covenant Calculations
38
Fixed Charge Covenant Calculations cont.
Footnotes
1) Represents the incremental EBITDA impact for the Orica Acquisition and the Arkema acquisition as if they had taken place at the beginning of the period. Also includes the impact of in-process synergies related to the Coatings and Inks acquisitions.
2) Represents redundancy and incremental administrative costs from integration programs. Also includes costs related to implementation of a single, company-wide management information and accounting system.
3) Includes non-cash charges for fixed asset impairments, stock based compensation, and unrealized foreign exchange and derivative activity.
4) Represents plant rationalization, headcount reduction and other costs associated with business realignments.
5) Includes the impact of the announced divestiture of the European solvent coating resins business as if it had taken place at thebeginning of the period, management fees, costs to settle a lawsuit, realized foreign currency activity, and costs for unplanned plant outages.
6) Represents estimated net unrealized synergy savings from the Hexion Formation.
7) The charges reflect pro forma interest expense at March 3, 2008 as if the Orica A&R acquisition, the Arkema acquisition, and the amendment of our senior secured credit facilities had taken place at the beginning of the period.
8) Company is required to maintain an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of December 31, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under this indenture.
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Debt at December 31, 2007
12/31/2007 12/31/2006
Floating rate term loans due 2013 2,282 1,995
--
9.75% Second-priority senior secured notes due 2014 625 625
Australian Multi-Currency Term/Working Capital Facility due 2012 69 --
Floating rate second-priority senior secured notes due 2014 200 200
115
247
78
34
12
58
3,720
Revolving credit facilities due 2011 23
Senior Secured Notes:
Debentures:
9.2% debentures due 2021 115
7.875% debentures 2023 247
Sinking fund debentures: 8.375% due 2016 78
Other Borrowings:
Industrial Revenue Bonds due 2009 34
Capital Leases 11
Other 64
Total debt 3,392
($ in millions)
$ $
$ $
Senior Secured Credit Facilities: