Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2014 |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' |
Derivative Financial Instruments | ' |
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8. Derivative Financial Instruments |
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Interest rate movements create a degree of risk to the Company’s operations by affecting the amount of interest payments. Interest rate swap agreements are used to manage the Company’s exposure to interest rate changes. The Company designates its floating-to-fixed interest rate swaps as cash flow hedges of the variability of future cash flows at the inception of the swap contract to support hedge accounting. |
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USSC has entered into various separate swap transactions to mitigate USSC’s floating rate risk on the noted aggregate notional amount of LIBOR-based interest rate risk noted in the table below. These swap transactions occurred as follows: |
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| • | | On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty. This swap transaction matured on January 15, 2013. | | | | | | | | | | | | | | | | | |
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| • | | On July 18, 2012, USSC entered into a two-year forward, three-year interest rate swap transaction (the “July 2012 Swap Transaction”) with U.S. Bank National Association as the counterparty. The swap transaction has an effective date of July 18, 2014 and a maturity date of July 18, 2017. | | | | | | | | | | | | | | | | | |
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| • | | On June 11, 2013, USSC entered into a seven-month forward, seven-year interest rate swap transaction (the “June 2013 Swap Transaction”) with J.P. Morgan Chase Bank as the counterparty. The swap transaction had an effective date of January 15, 2014 and a maturity date of January 15, 2021. This swap was terminated in October 2013. | | | | | | | | | | | | | | | | | |
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As of March 31, 2014, approximately 27% ($150 million) of the Company’s current outstanding debt had its interest payments designated as hedged forecasted transactions. |
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The Company’s outstanding swap transaction is accounted for as a cash flow hedge and is recorded at fair value on the Condensed Consolidated Balance Sheet as of March 31, 2014 and December 31, 2013, at the following amounts (in thousands): |
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As of March 31, 2014 | | Notional | | | Receive | | | Pay | | | Maturity Date | | | Fair Value Net | |
Amount | Asset (1) |
July 2012 Swap Transaction | | $ | 150,000 | | | | Floating 1-month LIBOR | | | | 1.054 | % | | | July 18, 2017 | | | $ | 342 | |
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As of December 31, 2013 | | Notional | | | Receive | | | Pay | | | Maturity Date | | | Fair Value Net | |
Amount | Asset (1) |
July 2012 Swap Transaction | | $ | 150,000 | | | | Floating 1-month LIBOR | | | | 1.054 | % | | | July 18, 2017 | | | $ | 599 | |
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-1 | This interest rate derivative qualifies for hedge accounting, and is in a net asset position. Therefore, the fair value of the interest rate derivative is included in the Company’s Condensed Consolidated Balance Sheets as a component of “Other Assets,” with an offsetting component in “Stockholders’ Equity” as part of “Accumulated Other Comprehensive Loss”. | | | | | | | | | | | | | | | | | | | |
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Under the terms of the July 2012 Swap Transaction, USSC will be required to make monthly fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, while the counterparty will be obligated to make monthly floating rate payments to USSC based on the one-month LIBOR on the same referenced notional amount. |
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The hedged transactions described above qualify as cash flow hedges in accordance with accounting guidance on derivative instruments. This guidance requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The Company does not offset fair value amounts recognized for interest rate swaps executed with the same counterparty. |
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For derivative instruments that are designated and qualify as a cash flow hedge (for example, hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt). |
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In connection with the pricing of the 2013 Note Purchase Agreement, the Company terminated the June 2013 Swap Transaction. The gain of $0.9 million realized by the Company on the termination has been recorded as a component of Other Comprehensive Income on the Company’s consolidated balance sheet as of December 31, 2013 and will be reclassified into earnings over the term of the 2014 Notes. During 2014, $0.1 million will be recognized in earnings. This swap reduced the exposure to variability in interest rates between the date the Company entered into the hedge and the date the Company priced 2014 Notes. |
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The July 2012 Swap Transaction effectively converts a portion of the Company’s future floating-rate debt to a fixed-rate basis. This swap transaction reduces the impact of interest rate changes on future interest expense. By using such derivative financial instruments, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty to the interest rate swap (as noted above) will fail to perform under the terms of the agreement. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with counterparties the Company determines are creditworthy. The market risk is the adverse effect on the value of a derivative financial instrument that results from a change in interest rates. |
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The Company’s agreement with its derivative counterparty provides that if an event of default occurs on any Company debt of $25 million or more, the counterparty can terminate the swap agreement. If an event of default had occurred and the counterparty had exercised early termination right under the outstanding swap transaction as of March 31, 2014, the Company would have been entitled to receive the aggregate fair value net asset of $0.3 million plus accrued interest from the counterparty. |
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The swap transaction that was in effect as of March 31, 2014 and the swap transaction that was in effect as of March 31, 2013 contained no ineffectiveness; therefore, all gains or losses on those derivative instruments were reported as a component of other comprehensive income (“OCI”) and reclassified into earnings as “interest expense” in the same period or periods during which they affected earnings. The following table depicts the effect of these derivative instruments on the statements of income and comprehensive income for the three-month periods ended March 31, 2014 and March 31, 2013. |
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| | Amount of Gain (Loss) | | | Location of Gain (Loss) | | Amount of Gain (Loss) | | | |
Recognized in | Reclassified from | Reclassified | | |
OCI on Derivative | Accumulated OCI into | from Accumulated OCI into Income | | |
(Effective Portion) | Income (Effective | (Effective Portion) | | |
| | For the Three | | | For the Three | | | Portion) | | For the Three | | | For the Three | | | |
Months Ended | Months Ended | | Months Ended | Months Ended | | |
March 31, | March 31, | | March 31, | March 31, | | |
2014 | 2013 | | 2014 | 2013 | | |
November 2007 Swap Transaction | | $ | — | | | $ | (77 | ) | | Interest expense, net | | $ | — | | | $ | (228 | ) | | |
July 2012 Swap Transaction | | | (159 | ) | | | (7 | ) | | Interest expense, net | | | — | | | | — | | | |
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