NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES



Notes Payable In millions	Sep 30, 2013			Dec 31, 2012
Notes payable to banks	$	353		$	319
Notes payable to related companies	90			66
Notes payable trade	9			11
Total notes payable	$	452		$	396
Period-end average interest rates	2.82		%	3.14		%



Long-Term Debt In millions	2013 Average Rate		Sep 30, 2013			2012 Average Rate		Dec 31, 2012
Promissory notes and debentures:
Final maturity 2013	9.80	%	$	3		6.01	%	$	404
Final maturity 2014	5.36	%	397			6.86	%	1,138
Final maturity 2015	2.95	%	53			5.82	%	1,290
Final maturity 2016	2.53	%	803			2.54	%	789
Final maturity 2017	5.82	%	902			5.88	%	890
Final maturity 2018	5.53	%	853			5.59	%	840
Final maturity 2019 and thereafter	5.95	%	12,177			5.96	%	12,148
Other facilities:
U.S. dollar loans, various rates and maturities	1.52	%	579			2.30	%	288
Foreign currency loans, various rates and maturities	3.40	%	1,233			3.50	%	1,336
Medium-term notes, varying maturities through 2023	3.81	%	984			4.26	%	1,132
Pollution control/industrial revenue bonds, varying maturities through 2038	5.59	%	518			5.67	%	718
Capital lease obligations	—		45			—		21
Unamortized debt discount	—		(380		)	—		(403		)
Long-term debt due within one year	—		(680		)	—		(672		)
Long-term debt	—		$	17,487		—		$	19,919



Annual Installments on Long-Term Debt For Next Five Years at September 30, 2013 In millions
2013	$	69
2014	$	697
2015	$	466
2016	$	1,367
2017	$	1,192
2018	$	1,169

During the third quarter of 2013, the Company redeemed $209 million aggregate principal amount of InterNotes of various interest rates and maturities in 2017, 2018, 2020, 2021 and 2022. As a result of this redemption, the Company realized a $3 million pretax loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate.

On June 24, 2013, the Company redeemed $1.25 billion aggregate principal amount of 5.9 percent notes due February 15, 2015, at a price of 108.4 percent of the principal amount of the notes, plus accrued and unpaid interest. As a result of this redemption, the Company realized a $108 million pretax loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate.

On June 15, 2013, the Company redeemed $142 million aggregate principal amount of InterNotes of various interest rates and varying maturities in 2017, 2018, 2020, 2021 and 2022. As a result of this redemption, the Company realized a $2 million pretax loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate.

On March 25, 2013, the Company redeemed $750 million aggregate principal amount of 7.6 percent notes due May 15, 2014, at a price of 107.8 percent of the principal amount of the notes, plus accrued and unpaid interest. As a result of this redemption, the Company realized a $60 million pretax loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate.

During the first nine months of 2013, the Company redeemed $250 million of 5.6 percent notes that matured on March 15, 2013, redeemed $138 million of 6.85 percent notes that matured on August 15, 2013, and redeemed $82 million principal amount of InterNotes at maturity. In the second quarter of 2013, the Company repurchased $200 million of pollution control/industrial revenue tax-exempt bonds of which $126 million is available for re-marketing.

During the first nine months of 2013, the Company issued $286 million aggregate principal amount of InterNotes and approximately $86 million of long-term debt (net of $66 million of repayments) was entered into by consolidated variable interest entities. The Company also drew $300 million on a Committed Term Loan Facility on April 5, 2013.

On March 8, 2012, the Company redeemed $1.25 billion aggregate principal amount of 4.85 percent notes due August 15, 2012, at a price of 101.8 percent of the principal amount of the notes, plus accrued and unpaid interest. As a result of this redemption, the Company realized a $24 million pretax loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in Corporate.

During the first nine months of 2012, the Company issued $210 million aggregate principal amount of certain notes and InterNotes and $307 million of long-term debt was entered into by consolidated variable interest entities. The Company also redeemed $37 million of pollution control/industrial revenue bonds that matured on January 1, 2012, repurchased $105 million of pollution control/industrial revenue tax-exempt bonds that are available for re-marketing and redeemed Euro 253 million ($317 million equivalent at June 30, 2012) of notes that matured on September 19, 2012.

Available Credit Facilities

The following table summarizes the Company's credit facilities:

Committed and Available Credit Facilities at September 30, 2013

In millions

Effective Date

Committed Credit

Credit Available

Maturity Date

Interest

Five Year Competitive Advance and Revolving Credit Facility

October 2011

5,000

October 2016

Floating rate

Bilateral Revolving Credit Facility

October 2012

170

October 2016

Floating rate

Bilateral Revolving Credit Facility

March 2013

100

March 2014

Floating rate

Bilateral Revolving Credit Facility

March 2013

300

October 2016

Floating rate

Term Loan Facility

March 2013

300

—

March 2016

Floating rate

Bilateral Revolving Credit Facility

April 2013

200

April 2016

Floating rate

Total Committed and Available Credit Facilities

6,070

5,770

On October 14, 2013, the Company entered into an additional $200 million Bilateral Revolving Credit Facility Agreement and, on October 16, 2013, the Company entered into an additional $100 million Bilateral Revolving Credit Facility Agreement (collectively, the "Credit Facilities"). The Credit Facilities have a maturity date of October 2016 and provide for interest at floating rates, as defined in the agreements.

The Company's outstanding long-term debt has been issued under indentures which contain, among other provisions, certain customary restrictive 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 underlying notes.

The Company's primary, private credit agreements also contain certain customary restrictive covenant and default provisions in addition to the covenants set forth above with respect to the Company's debt. Significant other restrictive covenants and default provisions related to these agreements 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 Five Year Competitive Advance and Revolving Credit Facility Agreement dated October 18, 2011 equals or exceeds $500 million,

(b)

a default if the Company or an applicable subsidiary fails to make any payment, including principal, premium or interest, under the applicable agreement on other indebtedness of, or guaranteed by, the Company or such applicable subsidiary in an aggregate amount of $100 million or more when due, or any other default or other event under the applicable agreement with respect to such indebtedness occurs which permits or results in the acceleration of $400 million or more in the aggregate of principal, and


(c)	a default if the Company or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against the Company or such applicable subsidiary of more than $400 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 indebtedness.