XML 33 R20.htm IDEA: XBRL DOCUMENT v3.7.0.1
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
Notes Payable
In millions
Jun 30,
2017

 
Dec 31,
2016

Commercial paper
$
195

 
$

Notes payable to banks and other lenders
266

 
225

Notes payable to related companies
19

 
44

Notes payable trade

 
3

Total notes payable
$
480

 
$
272

Period-end average interest rates
4.05
%
 
4.60
%


Long-Term Debt

In millions
2017
Average
Rate

 
Jun 30,
2017

 
2016
Average
Rate

 
Dec 31,
2016

Promissory notes and debentures:
 
 
 
 
 
 
 
Final maturity 2017
6.03
%
 
$
439

 
6.06
%
 
$
442

Final maturity 2018
5.78
%
 
339

 
5.78
%
 
339

Final maturity 2019
8.55
%
 
2,122

 
8.55
%
 
2,122

Final maturity 2020
4.46
%
 
1,547

 
4.46
%
 
1,547

Final maturity 2021
4.71
%
 
1,424

 
4.72
%
 
1,424

Final maturity 2022
3.00
%
 
1,253

 
3.00
%
 
1,250

Final maturity 2023 and thereafter
5.98
%
 
7,200

 
5.98
%
 
7,199

Other facilities:

 

 

 

U.S. dollar loans, various rates and maturities
2.07
%
 
4,580

 
1.60
%
 
4,595

Foreign currency loans, various rates and maturities
3.16
%
 
857

 
3.42
%
 
882

Medium-term notes, varying maturities through 2025
3.86
%
 
996

 
3.82
%
 
1,026

Tax-exempt bonds, varying maturities through 2038
5.66
%
 
343

 
5.66
%
 
343

Capital lease obligations

 
292

 

 
295

Unamortized debt discount and issuance costs

 
(365
)
 

 
(373
)
Long-term debt due within one year (1)

 
(955
)
 

 
(635
)
Long-term debt

 
$
20,072

 

 
$
20,456


(1)
Presented net of current portion of unamortized debt issuance costs.

Annual Installments on Long-Term Debt
For Next Five Years at June 30, 2017 (1)
In millions
2017
$
535

2018
$
749

2019
$
6,929

2020
$
1,828

2021
$
1,559

2022
$
1,496


(1)
Assumes the option to extend a term loan facility
related to the DCC Transaction will be exercised.

2017 Activity
In the first six months of 2017, the Company redeemed $30 million aggregate principal amount of InterNotes at maturity. In addition, approximately $60 million of long-term debt was repaid by consolidated variable interest entities.

2016 Activity
In the first six months of 2016, the Company redeemed $349 million of 2.5 percent notes that matured on February 15, 2016. In addition, approximately $68 million of long-term debt (net of $28 million of additional borrowings) was repaid by consolidated variable interest entities.

As part of the DCC Transaction, the fair value of debt assumed by Dow was $4,672 million and is reflected in the preceding long-term debt table.

Available Credit Facilities
The following table summarizes the Company's credit facilities:

Committed and Available Credit Facilities at June 30, 2017
In millions
 
Effective Date
 
Committed Credit

 
Credit Available

 
Maturity Date
 
Interest
Five Year Competitive Advance and Revolving Credit Facility

March 2015

$
5,000


$
5,000


March 2020

Floating rate
Bilateral Revolving Credit Facility

August 2015

100


100


March 2018

Floating rate
Bilateral Revolving Credit Facility

August 2015

100


100


March 2020

Floating rate
Bilateral Revolving Credit Facility

August 2015

280


280


March 2020

Floating rate
Bilateral Revolving Credit Facility

August 2015

100


100


March 2020

Floating rate
Bilateral Revolving Credit Facility

August 2015

100


100


March 2020

Floating rate
Bilateral Revolving Credit Facility

August 2015

200


200


March 2020

Floating rate
Bilateral Revolving Credit Facility

May 2016

200


200


May 2018

Floating rate
Bilateral Revolving Credit Facility

July 2016

200


200


July 2018

Floating rate
Bilateral Revolving Credit Facility

August 2016

100


100


August 2018

Floating rate
DCC Term Loan Facility

February 2016

4,500




December 2019

Floating rate
Total Committed and Available Credit Facilities
 
 
 
$
10,880

 
$
6,380

 
 
 
 

In connection with the DCC Transaction, on May 31, 2016 Dow Corning incurred $4.5 billion of indebtedness under a certain third party credit agreement ("DCC Term Loan Facility"). Subsequent to the DCC Transaction, the Company guaranteed the obligations of Dow Corning under the DCC Term Loan Facility and, as a result, the covenants and events of default applicable to the DCC Term Loan Facility are substantially similar to the covenants and events of default set forth in the Company's Five Year Competitive Advance and Revolving Credit Facility. In the second quarter of 2017, Dow Corning exercised a 364-day extension option making amounts borrowed under the DCC Term Loan Facility repayable on May 29, 2018, and amended the DCC Term Loan Facility to include an additional 19-month extension option, at Dow Corning’s election, upon satisfaction of certain customary conditions precedent. Dow Corning intends to exercise the additional 19-month extension option on the DCC Term Loan Facility.
Debt Covenants and Default Provisions
There were no material changes to the debt covenants and default provisions related to the Company's outstanding long-term debt and primary, private credit agreements in the first six months of 2017. For additional information on the Company's debt covenants and default provisions, see Note 17 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.