DEBT | 12 Months Ended |
Dec. 31, 2014 |
DEBT | |
DEBT | |
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11. DEBT |
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Debt consists of the following: |
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Description | | December 31, 2014 | | December 31, 2013 | | Maturity | | Interest Rate | | | |
| | (Dollars in thousands) | | | | | | | |
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Long-term and other debt: | | | | | | | | | | | |
2013 credit facility | | $ | — | | $ | 336,000 | | July 2018 or December 2019 | | -1 | | | |
2013 term loan | | 2,603,125 | | 1,234,688 | | July 2018 or December 2019 | | -1 | | | |
BrandLoyalty credit facility | | 108,789 | | — | | December 2015 | | -2 | | | |
2014 convertible senior notes | | — | | 333,082 | | — | | — | | | |
Senior notes due 2017 | | 397,332 | | 396,511 | | December 2017 | | 5.25% | | | |
Senior notes due 2020 | | 500,000 | | 500,000 | | April 2020 | | 6.38% | | | |
Senior notes due 2022 | | 600,000 | | — | | August 2022 | | 5.38% | | | |
Total long-term and other debt | | 4,209,246 | | 2,800,281 | | | | | | | |
Less: current portion | | (208,164 | ) | (364,489 | ) | | | | | | |
Long-term portion | | $ | 4,001,082 | | $ | 2,435,792 | | | | | | | |
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Deposits: | | | | | | | | | | | |
Certificates of deposit | | $ | 3,934,906 | | $ | 2,486,533 | | Various — January 2015 — November 2021 | | 0.30% to 3.25% | | | |
Money market deposits | | 838,635 | | 329,828 | | On demand | | -3 | | | |
Total deposits | | 4,773,541 | | 2,816,361 | | | | | | | |
Less: current portion | | (2,645,995 | ) | (1,544,059 | ) | | | | | | |
Long-term portion | | $ | 2,127,546 | | $ | 1,272,302 | | | | | | | |
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Non-recourse borrowings of consolidated securitization entities: | | | | | | | | | | | |
Fixed rate asset-backed term note securities | | $ | 3,376,916 | | $ | 3,001,916 | | Various - June 2015 — June 2019 | | 0.61% to 6.75% | | | |
Floating rate asset-backed term note securities | | 450,000 | | — | | February 2016 | | -4 | | | |
Conduit asset-backed securities | | 1,365,000 | | 1,590,000 | | Various - September 2015 — May 2016 | | -5 | | | |
Total non-recourse borrowings of consolidated securitization entities | | 5,191,916 | | 4,591,916 | | | | | | | |
Less: current portion | | (1,058,750 | ) | (1,025,000 | ) | | | | | | |
Long-term portion | | $ | 4,133,166 | | $ | 3,566,916 | | | | | | | |
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| -1 | | The interest rate is based upon the London Interbank Offered Rate (“LIBOR”) plus an applicable margin. At December 31, 2014, the weighted average interest rate was 1.91% for the 2013 Term Loan. | | | | | | | | | | |
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| -2 | | The interest rate is based upon the Euro Interbank Offered Rate (“EURIBOR”) plus an applicable margin. At December 31, 2014, the weighted average interest rate was 2.83%. | | | | | | | | | | |
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| -3 | | The interest rates are based on the Federal Funds rate. At December 31, 2014, the interest rates ranged from 0.01% to 0.42%. | | | | | | | | | | |
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| -4 | | The interest rate is based upon LIBOR plus an applicable margin. At December 31, 2014, the interest rate was 0.54%. | | | | | | | | | | |
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| -5 | | The interest rate is based upon LIBOR or the asset-backed commercial paper costs of each individual conduit provider plus an applicable margin. At December 31, 2014, the interest rates ranged from 1.05% to 1.71%. | | | | | | | | | | |
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At December 31, 2014, the Company was in compliance with its covenants. |
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Credit Agreements |
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In July 2013, the Company, as borrower, and ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Data Management, LLC, Comenity LLC, Comenity Servicing LLC and Aspen Marketing Services, LLC, as guarantors, entered into a credit agreement with various agents and lenders dated July 10, 2013 (the “2013 Credit Agreement”). Wells Fargo Bank, National Association (“Wells Fargo”), is the administrative agent and letter of credit issuer under the 2013 Credit Agreement. At December 31, 2013, the 2013 Credit Agreement provided for a $1.25 billion term loan (the “2013 Term Loan”), subject to certain principal repayments, and a $1.25 billion revolving line of credit (the “2013 Credit Facility”) with a U.S. $65.0 million sublimit for Canadian dollar borrowings and a $65.0 million sublimit for swing line loans. The 2013 Credit Agreement included an uncommitted accordion feature of up to $500.0 million in the aggregate allowing for future incremental borrowings, subject to certain conditions. |
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In July 2014, the Company exercised in part the accordion feature of the 2013 Credit Agreement and increased the capacity under the 2013 Credit Facility by $50.0 million to $1.3 billion. |
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On December 8, 2014, the Company entered into an amendment to the 2013 Credit Agreement (the “Amended 2013 Credit Agreement”), which provides for, among other things, (i) a new five-year incremental term loan of $1.4 billion which matures on December 8, 2019 and (ii) the extension of the maturity date for the majority of the existing term loans under the Amended 2013 Credit Agreement from July 10, 2018 to December 8, 2019. The Amended 2013 Credit Agreement also gives the Company the right to elect to optionally prepay non-extended term loans prior to the extended term loans and the new incremental term loan. The incremental term loans bear interest at the same rates as, and are generally subject to the same terms as, the existing term loans under the Amended 2013 Credit Agreement. |
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Total availability under the 2013 Credit Facility at December 31, 2014 was $1.3 billion. |
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The 2013 Term Loan, as amended, provides for aggregate principal payments of 2.5% of the initial term loan amount in each of the first and second year and 5% of the initial term loan amount in each of the third, fourth, and fifth year, payable in equal quarterly installments beginning on March 31, 2015. |
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The Amended 2013 Credit Agreement is unsecured. |
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Advances under the Amended 2013 Credit Agreement are in the form of either U.S. dollar-denominated or Canadian dollar-denominated base rate loans or U.S. dollar-denominated eurodollar loans. The interest rate for base rate loans denominated in U.S. dollars fluctuates and is equal to the highest of (i) Wells Fargo’s prime rate (ii) the Federal funds rate plus 0.5% and (iii) LIBOR as defined in the Amended 2013 Credit Agreement plus 1.0%, in each case plus a margin of 0.25% to 1.0% based upon the Company’s total leverage ratio as defined in the Amended 2013 Credit Agreement. The interest rate for base rate loans denominated in Canadian dollars fluctuates and is equal to the higher of (i) Wells Fargo’s prime rate for Canadian dollar loans and (ii) the Canadian Dollar Offered Rate (“CDOR”) plus 1.0%, in each case plus a margin of 0.25% to 1.0% based upon the Company’s total leverage ratio as defined in the Amended 2013 Credit Agreement. The interest rate for eurodollar loans fluctuates based on the rate at which deposits of U.S. dollars in the London interbank market are quoted plus a margin of 1.25% to 2.0% based on the Company’s total leverage ratio as defined in the Amended 2013 Credit Agreement. |
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The Amended 2013 Credit Agreement contains the usual and customary negative covenants for transactions of this type, including, but not limited to, restrictions on the Company’s ability and in certain instances, its subsidiaries’ ability to consolidate or merge; substantially change the nature of its business; sell, lease, or otherwise transfer any substantial part of its assets; create or incur indebtedness; create liens; pay dividends; and make acquisitions. The negative covenants are subject to certain exceptions as specified in the Amended 2013 Credit Agreement. The Amended 2013 Credit Agreement also requires the Company to satisfy certain financial covenants, including a maximum total leverage ratio as determined in accordance with the Amended 2013 Credit Agreement and a minimum ratio of consolidated operating EBITDA to consolidated interest expense as determined in accordance with the Amended 2013 Credit Agreement. The Amended 2013 Credit Agreement also includes customary events of default. |
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BrandLoyalty Credit Agreement |
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As part of the BrandLoyalty acquisition, the Company assumed the debt outstanding under BrandLoyalty’s Amended and Restated Senior Facilities Agreement, as amended (the “BrandLoyalty Credit Agreement”). The BrandLoyalty Credit Agreement is secured by the accounts receivable, inventory, fixed assets, bank accounts and shares of BrandLoyalty Group B.V. and certain of its subsidiaries. The BrandLoyalty Credit Agreement consists of term loans of €63.0 million and a revolving line of credit of €87.0 million, both of which are scheduled to mature on December 31, 2015. The term loans provide for quarterly principal payments of €6.25 million through September 2015, with the remaining amount payable upon maturity in December 2015. As of December 31, 2014, amounts outstanding under the term loans and revolving line of credit were €38.0 million and €51.9 million ($46.0 million and $62.8 million), respectively. |
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All advances under the BrandLoyalty Credit Agreement are denominated in Euros. The interest rate fluctuates and is equal to EURIBOR, as defined in the BrandLoyalty Credit Agreement, plus an applicable margin based on BrandLoyalty’s senior net leverage ratio. The BrandLoyalty Credit Agreement contains financial covenants, including a senior net leverage ratio and a minimum annual EBITDA, as well as usual and customary negative covenants and customary events of default. |
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Convertible Senior Notes |
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In August 2008, the Company issued $805.0 million aggregate principal amount of convertible senior notes that matured and were repaid on August 1, 2013 (the “2013 Convertible Senior Notes”). |
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In June 2009, the Company issued $345.0 million aggregate principal amount of convertible senior notes that matured and were repaid on May 15, 2014 (the “2014 Convertible Senior Notes”). Concurrently, with the pricing of the 2014 Convertible Senior Notes, the Company entered into convertible note hedge transactions with respect to its common stock. On or prior to May 15, 2014, the Company settled in cash the 2014 Convertible Senior Notes, which were surrendered for conversion for $1,864.8 million. The Company applied $1,519.8 million of cash from the counterparties in settlement of the related convertible note hedge transactions, including Bank of America, N.A., J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch, and Barclays Bank PLC. |
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Concurrently with the issuance of the Company’s 2013 Convertible Senior Notes and 2014 Convertible Senior Notes, the Company entered into warrant transactions with respect to its common stock. With respect to the 2013 Convertible Senior Notes, the Company net settled 10.2 million warrants by issuing 5.7 million shares of its common stock, of which 2.8 million shares were issued in 2013 and 2.9 million shares were issued in 2014. With respect to the 2014 Convertible Senior Notes, the Company net settled 7.3 million warrants by issuing 5.4 million shares of its common stock in 2014. |
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Concurrently with the pricing of the 2014 Convertible Senior Notes, the Company entered into prepaid forward transactions (the “Prepaid Forwards”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent for Merrill Lynch International, and Barclays Capital Inc., as agent for Barclays Bank PLC. Under the Prepaid Forwards, the Company purchased 1,857,400 shares of its common stock for approximately $74.9 million with proceeds from the 2014 Convertible Senior Notes offering. The shares were delivered over a settlement period in 2014. |
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The table below summarizes the carrying value of the components of the convertible senior notes at December 31, 2013: |
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| | (In millions) | | | | | | | | | | |
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Carrying amount of equity component | | $ | 115.9 | | | | | | | | | | |
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Principal amount of liability component | | $ | 345 | | | | | | | | | | |
Unamortized discount | | (11.9 | ) | | | | | | | | | |
Net carrying value of liability component | | $ | 333.1 | | | | | | | | | | |
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If-converted value of common stock | | $ | 1,906.90 | | | | | | | | | | |
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Interest expense on the convertible senior notes recognized in the Company’s consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 is as follows: |
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| | Years Ended December 31, | | | | |
| | 2014 | | 2013 | | 2012 | | | | |
| | (In thousands, except percentages) | | | | |
Interest expense calculated on contractual interest rate | | $ | 5,630 | | $ | 24,169 | | $ | 30,475 | | | | |
Amortization of discount on liability component | | 11,888 | | 64,900 | | 82,366 | | | | |
Total interest expense on convertible senior notes | | $ | 17,518 | | $ | 89,069 | | $ | 112,841 | | | | |
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Effective interest rate (annualized) | | 14.2 | % | 12.4 | % | 11.0 | % | | | |
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Senior Notes |
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Due 2017 |
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In November 2012, the Company issued and sold $400 million aggregate principal amount of 5.250% senior notes due December 1, 2017 (the “Senior Notes due 2017”) at an issue price of 98.912% of the aggregate principal amount. The Senior Notes due 2017 accrue interest on the principal amount at the rate of 5.250% per annum from November 20, 2012, payable semiannually in arrears, on June 1 and December 1 of each year, beginning on June 1, 2013. The unamortized discount was $2.7 million and $3.5 million at December 31, 2014 and December 31, 2013, respectively. The discount is being amortized using the effective interest method over the remaining life of the Senior Notes due 2017 which, at December 31, 2014, is a period of 2.9 years at an effective annual interest rate of 5.5%. |
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The payment obligations under the Senior Notes due 2017 are governed by an indenture dated November 20, 2012 with Wells Fargo Bank, N.A., as trustee. The Senior Notes due 2017 are unsecured and are guaranteed on a senior unsecured basis by certain of the Company’s existing and future domestic subsidiaries that guarantee its Amended 2013 Credit Agreement, including ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Data Management LLC, Comenity LLC, Comenity Servicing LLC and Aspen Marketing Services, LLC. The indenture includes usual and customary negative covenants and events of default for transactions of this type. |
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Due 2020 |
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In March 2012, the Company issued and sold $500 million aggregate principal amount of 6.375% senior notes due April 1, 2020 (the “Senior Notes due 2020”). The Senior Notes due 2020 accrue interest on the principal amount at the rate of 6.375% per annum from March 29, 2012, payable semiannually in arrears, on April 1 and October 1 of each year, beginning on October 1, 2012. The proceeds from the issuance of the Senior Notes due 2020 were used to repay outstanding indebtedness under the Company’s Amended 2013 Credit Agreement. |
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The payment obligations under the Senior Notes due 2020 are governed by an indenture dated March 29, 2012 with Wells Fargo Bank, N.A., as trustee. The Senior Notes due 2020 are unsecured and are guaranteed on a senior unsecured basis by certain of the Company’s existing and future domestic subsidiaries that guarantee its Credit Agreement, including ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Data Management LLC, Comenity LLC, Comenity Servicing LLC and Aspen Marketing Services, LLC. The indenture includes usual and customary negative covenants and events of default for transactions of this type. |
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Due 2022 |
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In July 2014, the Company issued and sold $600.0 million aggregate principal amount of 5.375% senior notes due August 1, 2022 (the “Senior Notes due 2022”). The Senior Notes due 2022 accrue interest on the principal amount at the rate of 5.375% per annum from July 29, 2014, payable semi-annually in arrears, on February 1 and August 1 of each year, beginning on February 1, 2015. The proceeds from the issuance of the Senior Notes due 2022 were used to repay outstanding indebtedness under the Company’s Amended 2013 Credit Agreement. |
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The payment obligations under the Senior Notes due 2022 are governed by an indenture dated July 29, 2014 with Wells Fargo Bank, N.A., as trustee. The Senior Notes due 2022 are unsecured and are guaranteed on a senior unsecured basis by certain of the Company’s existing and future domestic subsidiaries that guarantee its Credit Agreement, including ADS Alliance Data Systems, Inc., ADS Foreign Holdings, Inc., Alliance Data Foreign Holdings, Inc., Epsilon Data Management LLC, Comenity LLC, Comenity Servicing LLC and Aspen Marketing Services, LLC. The indenture includes usual and customary negative covenants and events of default for transactions of this type. |
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Deposits |
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Terms of the certificates of deposit range from three months to seven years with annual interest rates ranging from 0.30% to 3.25%, with a weighted average interest rate of 1.27%, at December 31, 2014 and 0.15% to 3.55%, with a weighted average interest rate of 1.07%, at December 31, 2013. Interest is paid monthly and at maturity. |
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Comenity Bank and Comenity Capital Bank offer demand deposit programs through contractual arrangements with securities brokerage firms. Money market deposits are redeemable on demand by the customer and, as such, have no scheduled maturity date. As of December 31, 2014, Comenity Bank and Comenity Capital Bank had $838.6 million in money market deposits outstanding with annual interest rates ranging from 0.01% to 0.42%, with a weighted average interest rate of 0.23%. As of December 31, 2013, Comenity Bank and Comenity Capital Bank had $329.8 million in money market deposits outstanding with annual interest rates ranging from 0.01% to 0.12%, with a weighted average interest rate of 0.04%. |
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Non-Recourse Borrowings of Consolidated Securitization Entities |
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An asset-backed security is a security whose value and income payments are derived from and collateralized (or “backed”) by a specified pool of underlying assets. The sale of the pool of underlying assets to general investors is accomplished through a securitization process. The Company regularly sells its credit card receivables to its credit card securitization trusts, the WFN Trusts and the WFC Trust, which are consolidated on the balance sheets of the Company under ASC 860 and ASC 810. The liabilities of the consolidated VIEs include asset-backed securities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company. |
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Asset-Backed Term Notes |
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In February 2014, Master Trust I issued $625.0 million of asset-backed term securities, $175.0 million of which was retained by the Company and eliminated from the consolidated financial statements. These securities mature in February 2016 and have a variable interest rate equal to LIBOR plus a margin of 0.38%. |
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In July 2014, Master Trust I issued $394.7 million of asset-backed term securities, $94.7 million of which was retained by the Company and eliminated from the consolidated financial statements. These securities mature in September 2015 and have a fixed interest rate of 0.61%. |
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In October 2014, $316.5 million of Series 2011-A asset backed term notes, of which $66.5 million was retained by the Company and eliminated from the Company’s consolidated financial statements, matured and was repaid. |
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In November 2014, Master Trust I issued $427.6 million of asset-backed term notes, of which $102.6 million was retained by the Company and eliminated from the Company’s consolidated financial statements. These securities mature in October 2017 and have a fixed interest rate of 1.54%. |
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Conduit Facilities |
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The Company has access to committed undrawn capacity through three conduit facilities to support the funding of its credit card receivables through Master Trust I, Master Trust III and the WFC Trust. As of December 31, 2014, total capacity under the conduit facilities was $ 1.6 billion, of which $1.4 billion had been drawn and was included in non-recourse borrowings of consolidated securitization entities in the consolidated balance sheets. Borrowings outstanding under each facility bear interest at a margin above LIBOR or the asset-backed commercial paper costs of each individual conduit provider. The conduits have varying maturities from September 2015 to May 2016 with variable interest rates ranging from 1.05% to 1.71% as of December 31, 2014. |
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In February 2014, Master Trust I renewed its 2009-VFN conduit facility, extending the maturity to February 29, 2016, with a total capacity of $700.0 million. |
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In May 2014, the WFC Trust renewed its 2009-VFN conduit facility, extending the maturity to May 31, 2016, with a total capacity of $450.0 million. |
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Maturities |
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Debt at December 31, 2014 matures as follows: |
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Year | | Long-Term and | | Non-Recourse | | Deposits | | Total | |
Other Debt | Borrowings of |
| Consolidated |
| Securitization |
| Entities |
| | (In thousands) | |
2015 | | $ | 208,164 | | $ | 1,058,750 | | $ | 2,645,995 | | $ | 3,912,909 | |
2016 | | 132,500 | | 2,050,000 | | 809,293 | | 2,991,793 | |
2017 (1) | | 532,500 | | 650,000 | | 532,168 | | 1,714,668 | |
2018 | | 184,911 | | 631,000 | | 386,728 | | 1,202,639 | |
2019 | | 2,053,839 | | 802,166 | | 322,236 | | 3,178,241 | |
Thereafter | | 1,100,000 | | — | | 77,121 | | 1,177,121 | |
Total maturities | | 4,211,914 | | 5,191,916 | | 4,773,541 | | 14,177,371 | |
Unamortized discount (2) | | (2,668 | ) | — | | — | | (2,668 | ) |
| | $ | 4,209,246 | | $ | 5,191,916 | | $ | 4,773,541 | | $ | 14,174,703 | |
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| -1 | | Long-Term and Other Debt includes $400.0 million representing the aggregate principal amount of the Senior Notes due 2017. | | | | | | | | | | |
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| -2 | | Unamortized discount represents the unamortized discount, at December 31, 2014, associated with the Senior Notes due 2017. | | | | | | | | | | |
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