NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES



Notes Payable	Mar 31, 2019			Dec 31, 2018
In millions	Mar 31, 2019			Dec 31, 2018
Commercial paper	$	—		$	10
Notes payable to banks and other lenders	317			295
Total notes payable	$	317		$	305
Period-end average interest rates	12.09		%	8.61		%



Long-Term Debt	2019 Average Rate		Mar 31, 2019			2018 Average Rate		Dec 31, 2018
In millions
Promissory notes and debentures:
Final maturity 2019	9.80	%	$	7		9.80	%	$	7
Final maturity 2020	4.46	%	1,547			4.46	%	1,547
Final maturity 2021	4.71	%	1,424			4.71	%	1,424
Final maturity 2022	3.50	%	1,372			3.50	%	1,373
Final maturity 2023	7.64	%	325			7.64	%	325
Final maturity 2024	3.50	%	896			3.50	%	896
Final maturity 2025 and thereafter	5.98	%	7,963			5.98	%	7,963
Other facilities:
U.S. dollar loans, various rates and maturities	3.52	%	4,533			3.59	%	4,533
Foreign currency loans, various rates and maturities	3.19	%	714			3.21	%	713
Medium-term notes, varying maturities through 2025	3.33	%	703			3.26	%	778
Finance lease obligations			369					369
Unamortized debt discount and issuance costs			(324		)			(334		)
Long-term debt due within one year ¹			(2,369		)			(340		)
Long-term debt			$	17,160				$	19,254


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



Maturities of Long-Term Debt for Next Five Years at Mar 31, 2019
In millions
2019 ¹	$	2,307
2020	$	1,839
2021 ²	$	4,249
2022	$	1,507
2023	$	500
2024	$	968


1.	Includes $2.0 billion of current maturities related to the Dow Silicones term loan facility, repaid on April 5, 2019.


2.	Assumes the option to extend will be exercised for $2.5 billion of the Dow Silicones term loan facility.

2019 Activity

In the first three months of 2019, TDCC redeemed an aggregate principal amount of $72 million of International Notes ("InterNotes") at maturity.

Term Loan Facility

In connection with the ownership restructure of Dow Silicones on May 31, 2016, Dow Silicones incurred $4.5 billion of indebtedness under a certain third party credit agreement ("Term Loan Facility"). TDCC subsequently guaranteed the obligations of Dow Silicones under the Term Loan Facility and, as a result, the covenants and events of default applicable to the Term Loan Facility are substantially similar to the covenants and events of default set forth in TDCC's Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement"). In the second quarter of 2018, Dow Silicones exercised the 19-month extension option making amounts borrowed under the Term Loan Facility repayable on December 30, 2019. In addition, Dow Silicones amended the Term Loan Facility to include an additional 2-year extension option, at Dow Silicones' election, upon satisfaction of certain customary conditions precedent. On April 5, 2019, Dow Silicones voluntarily repaid $2.0 billion of principal, which was classified as "Long-term debt due within one year" in the consolidated balance sheets at March 31, 2019. Dow Silicones also intends to exercise the 2-year extension option on the remaining principal balance of $2.5 billion.

Available Credit Facilities

The following table summarizes TDCC's credit facilities:



Committed and Available Credit Facilities at Mar 31, 2019
In millions	Committed Credit		Credit Available		Maturity Date	Interest
Five Year Competitive Advance and Revolving Credit Facility	$	5,000	$	5,000	October 2023	Floating rate
Term Loan Facility ¹	2,000		—		April 2019	Floating rate
Term Loan Facility²	2,500		—		December 2021	Floating rate
North American Securitization Facility	800		800		September 2019	Floating rate
European Securitization Facility ³	450		450		October 2020	Floating rate
Bilateral Revolving Credit Facility	100		100		October 2019	Floating rate
Bilateral Revolving Credit Facility ⁴	100		100		March 2020	Floating rate
Bilateral Revolving Credit Facility	100		100		March 2020	Floating rate
Bilateral Revolving Credit Facility	280		280		March 2020	Floating rate
Bilateral Revolving Credit Facility	100		100		March 2020	Floating rate
Bilateral Revolving Credit Facility	200		200		March 2020	Floating rate
Bilateral Revolving Credit Facility	200		200		May 2020	Floating rate
Bilateral Revolving Credit Facility	200		200		July 2020	Floating rate
Bilateral Revolving Credit Facility	100		100		August 2020	Floating rate
Total committed and available credit facilities	$	12,130	$	7,630


1.	Dow Silicones voluntarily repaid $2.0 billion of principal on April 5, 2019.


2.	Assumes the option to extend the Dow Silicones term loan facility will be exercised.


3.	Equivalent to Euro 400 million.


4.	On March 9, 2019, TDCC renewed a $100 million Bilateral Revolving Credit Facility agreement, which has a maturity date in March 2020 and provides for interest at floating rates, as defined in the agreement.

Debt Covenants and Default Provisions

Information on TDCC's debt covenants and default provisions can be found in Note 15 to the Consolidated Financial Statements included in TDCC's Annual Report on Form 10-K for the year ended December 31, 2018. There were no material changes to the debt covenants and default provisions related to TDCC’s outstanding long-term debt and primary, private credit agreements in the first three months of 2019.

Subsequent Event

On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. In conjunction with the separation, Dow Inc. is obligated, substantially concurrently with the issuance of any guarantee in respect of outstanding or committed indebtedness under the Revolving Credit Agreement, to enter into a supplemental indenture with TDCC and the trustee under TDCC’s existing 2008 base indenture governing certain notes issued by TDCC. Under such supplemental indenture, Dow Inc. will guarantee all outstanding debt securities and all amounts due under such existing base indenture and will become subject to certain covenants and events of default under the existing base indenture.

In addition, the Revolving Credit Agreement includes an event of default which would be triggered in the event Dow Inc. incurs or guarantees third party indebtedness for borrowed money in excess of $250 million or engages in any material activity or directly owns any material assets, in each case, subject to certain conditions and exceptions. Dow Inc. may, at its option, cure the event of default by delivering an unconditional and irrevocable guarantee to the administrative agent within thirty days of the event or events giving rise to such event of default.

No such events have occurred or have been triggered at the time of the filing of this Quarterly Report on Form 10-Q.