NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES



Notes Payable at Dec 31
In millions	2017			2016
Commercial paper	$	231		$	—
Notes payable to banks and other lenders	253			225
Notes payable to related companies	—			44
Notes payable trade	—			3
Total notes payable	$	484		$	272
Year-end average interest rates	4.42		%	4.60		%



Long-Term Debt at Dec 31	2017 Average Rate		2017			2016 Average Rate		2016
In millions	2017 Average Rate		2017			2016 Average Rate		2016
Promissory notes and debentures:
Final maturity 2017	—	%	$	—		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 ¹	3.50	%	1,373			3.50	%	1,371
Final maturity 2023 and thereafter	6.00	%	7,182			5.98	%	7,199
Other facilities:
U.S. dollar loans, various rates and maturities	2.44	%	4,564			1.60	%	4,595
Foreign currency loans, various rates and maturities	3.00	%	814			3.42	%	882
Medium-term notes, varying maturities through 2025 ¹	3.20	%	873			3.18	%	905
Tax-exempt bonds, varying maturities through 2038	5.66	%	343			5.66	%	343
Capital lease obligations			282					295
Unamortized debt discount and issuance costs			(346		)			(373		)
Long-term debt due within one year ²			(752		)			(635		)
Long-term debt			$	19,765				$	20,456


1.	Prior year data has been updated to conform with the current year presentation.


2.	Presented net of current portion of unamortized debt issuance costs.



Maturities of Long-Term Debt for Next Five Years at Dec 31, 2017 ¹
In millions
2018	$	752
2019	$	6,935
2020	$	1,831
2021	$	1,573
2022	$	1,497


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

2017 Activity

In 2017, the Company redeemed $436 million of 6.0 percent notes that matured on September 15, 2017, and $32 million aggregate principal amount of InterNotes at maturity. In addition, approximately $119 million of long-term debt was repaid by consolidated variable interest entities.

2016 Activity

In 2016, the Company redeemed $349 million of 2.5 percent notes that matured on February 15, 2016, and $52 million principal amount of InterNotes at maturity. In addition, approximately $128 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 long-term debt table above. See Note 4 for additional information.

2015 Activity

In the fourth quarter of 2015, the Company redeemed $724 million aggregate principal amount of InterNotes of various interest rates and maturities between 2016 and 2024. As a result of this redemption, the Company realized an $8 million pretax loss related to the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income.

On October 5, 2015, (i) the Company completed the transfer of its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses into a new company ("Splitco"), (ii) participating Dow shareholders tendered, and the Company accepted, Dow shares for Splitco shares in a public exchange offer, and (iii) Splitco merged with a wholly owned subsidiary of Olin in a tax-efficient Reverse Morris Trust transaction (collectively, the “Transaction”). Under the terms of a debt exchange offer, the Company received $1,220 million principal amount of new debt instruments from Splitco, which were subsequently transferred to certain investment banks in a non-cash fair value exchange for $1,154 million principal amount of the Company’s outstanding debt instruments owned by such investment banks. As a result of this debt exchange offer and related transactions, the Company retired $1,161 million of certain notes, including $401 million of 2.50 percent notes due 2016, $182 million of 5.70 percent notes due 2018, $278 million of 4.25 percent notes due 2020 and a $300 million term loan facility with a maturity date of 2016. The Company recognized a loss on the early extinguishment of debt of $68 million, included in "Sundry income (expense) - net" in the consolidated statements of income as a component of the pretax gain on the Transaction. In connection with the Transaction, a membrane chlor-alkali joint venture was included as part of the assets and liabilities divested. This resulted in an additional reduction of $569 million principal amount of debt. See Notes 7 and 23 for further information.

In 2015, the Company issued $346 million aggregate principal amount of InterNotes and approximately $163 million of long-term debt (net of $8 million of additional borrowings) was repaid by consolidated variable interest entities.

Available Credit Facilities

The following table summarizes the Company's credit facilities:



Committed and Available Credit Facilities at Dec 31, 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

DCC Term Loan Facility

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"). The Company subsequently 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. On February 8, 2018, Dow Corning delivered a notice of intent to exercise the 19-month extension option on the DCC Term Loan Facility.

Uncommitted Credit Facilities and Outstanding Letters of Credit

The Company had uncommitted credit facilities in the form of unused bank credit lines of $2,853 million at December 31, 2017. These lines can be used to support short-term liquidity needs and general purposes, including letters of credit. Outstanding letters of credit were $433 million at December 31, 2017. These letters of credit support commitments made in the ordinary course of business.

Debt Covenants and Default Provisions

The Company’s outstanding long-term debt has been issued primarily under indentures which contain, among other provisions, certain customary restrictive covenants with which the Company must comply while the underlying notes are outstanding. Failure of the Company to comply with any of its covenants, could result in a default under the applicable indenture and allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the underlying notes.

The Company's indenture 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, merge or consolidate with any other corporation, or sell, lease or convey, directly or indirectly, all or substantially all of the Company’s assets. The outstanding debt also contains customary default provisions. The Company remains in compliance with these covenants after the Merger.

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 March 24, 2015, 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.