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NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt Disclosure NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
Notes PayableSep 30, 2020Dec 31, 2019
In millions
Commercial paper$— $151 
Notes payable to banks and other lenders329 435 
Total notes payable$329 $586 
Period-end average interest rates3.07%6.30%


Long-Term Debt2020 Average RateSep 30, 20202019 Average RateDec 31, 2019
In millions
Promissory notes and debentures:
Final maturity 2020—%$— 8.44%$76 
Final maturity 20218.95%173 8.95%174 
Final maturity 20228.64%121 3.50%1,372 
Final maturity 20237.63%250 7.64%325 
Final maturity 2024 1
3.43%1,017 3.37%1,397 
Final maturity 20255.13%625 5.26%662 
Final maturity 2026 and thereafter 1
5.22%10,887 5.73%8,820 
Other facilities:
U.S. dollar loans—%— 2.55%2,000 
Foreign currency notes and loans, various rates and maturities2.09%3,231 3.26%592 
InterNotes®, varying maturities through 20503.52%620 3.44%928 
Finance lease obligations 2
496 395 
Unamortized debt discount and issuance costs(375)(331)
Long-term debt due within one year 3
(347)(435)
Long-term debt$16,698 $15,975 
1.Cost includes net fair value hedge adjustment gains of $67 million at September 30, 2020 ($1 million at December 31, 2019). See Note 19 for additional information.
2.See Note 14 for additional information.
3.Presented net of current portion of unamortized debt issuance costs.


Maturities of Long-Term Debt for Next Five Years at Sep 30, 2020
In millions
2020$101 
2021$500 
2022$270 
2023$415 
2024$1,075 
2025$788 

2020 Activity
In February 2020, the Company issued €2.25 billion aggregate principal amount of notes (“Euro Notes”). The Euro Notes included €1.0 billion aggregate principal amount of 0.50 percent notes due 2027, €750 million aggregate principal amount of 1.125 percent notes due 2032 and €500 million aggregate principal amount of 1.875 percent notes due 2040. The Euro Notes have a weighted average coupon rate of approximately 1.0 percent. With the net proceeds from the issuance of the Euro Notes, Dow Silicones voluntarily repaid $750 million of principal under a certain third party credit agreement, ("Term Loan Facility”). In addition, the Company redeemed $1.25 billion of 3.0 percent notes issued by the Company with maturity in 2022. As a result, the Company recognized a pretax loss of $85 million on the early extinguishment of debt, included in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate.
In the first quarter of 2020, the Company withdrew $800 million under various uncommitted bilateral credit arrangements, which were subsequently repaid in the second quarter of 2020.

In July 2020, the Company's accounts receivable securitization facility in Europe was amended and the terms of the agreement changed from a secured borrowing arrangement to an accounts receivable facility. Under the terms of the new agreement, the Company may sell certain eligible trade accounts receivable, up to €400 million, at any point in time. The Company continues to service the receivables from the customer, but retains no interest in the receivables, and remits payment to the financial institutions. The Company also provides a guarantee to the financial institutions for the creditworthiness and collection of the receivables in satisfaction of the facility. There were no receivables sold in the third quarter of 2020. See Note 13 for additional information related to guarantees.

In August 2020, the Company issued $2.0 billion aggregate principal amount of notes. The notes included $850 million aggregate principal amount of 2.1 percent notes due 2030 and $1.15 billion aggregate principal amount of 3.6 percent notes due 2050 (together, the "Notes"). With the net proceeds from the issuance of the Notes, Dow Silicones voluntarily repaid the remaining $1.25 billion outstanding principal balance under the Term Loan Facility. In September 2020, the Company also used $556 million of aggregate proceeds from the Notes to fund cash tender offers for certain of its debt securities and certain debt securities of Union Carbide. In total, $493 million aggregate principal amount was tendered and retired. These actions resulted in a pretax loss of $62 million on the early extinguishment of debt included in "Sundry income (expense) – net" in the consolidated statements of income and related to Corporate.

In the first nine months of 2020, the Company also issued an aggregate principal amount of $167 million of InterNotes®, and redeemed an aggregate principal amount of $166 million at maturity. In addition, the Company voluntarily repaid an aggregate principal amount of $307 million of InterNotes® with various maturities. As a result, the Company recognized a pretax loss on the early extinguishment of debt for the three months ended September 30, 2020 of $1 million ($2 million for the nine months ended September 30, 2020), included in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate.

Additionally, in the first nine months of 2020, the Company repaid $76 million of long-term debt at maturity and approximately $17 million of long-term debt was repaid by consolidated variable interest entities.

2019 Activity
In the first nine months of 2019, the Company issued $2.0 billion of senior unsecured notes in an offering under Rule 144A of the Securities Act of 1933. The offering included $750 million aggregate principal amount of 4.80 percent notes due 2049; $750 million aggregate principal amount of 3.625 percent notes due 2026; and $500 million aggregate principal amount of 3.15 percent notes due 2024. In the fourth quarter of 2019, TDCC launched exchange offers for the outstanding, unregistered senior notes for identical, registered notes under the Securities Act of 1933 (the "Exchange Offers"). The Exchange Offers fulfilled the Company's obligations contained in the registration rights agreements entered into in connection with the issuance of the aforementioned notes. In addition, the Company redeemed $1.5 billion of 4.25 percent notes issued by the Company with maturity in 2020. As a result, the Company recognized a pretax loss of $42 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate. The Company also issued an aggregate principal amount of $136 million of InterNotes®, and redeemed an aggregate principal amount of $117 million at maturity. Approximately $136 million of long-term debt (net of $16 million of issuances) was repaid by consolidated variable interest entities.

In the second quarter of 2019, Dow Silicones voluntarily repaid $2.5 billion of principal under the Term Loan Facility. As a result, Dow Silicones recognized a pretax loss of $2 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.
Available Credit Facilities
The following table summarizes the Company's credit facilities:

Committed and Available Credit Facilities at Sep 30, 2020
In millionsCommitted CreditCredit AvailableMaturity DateInterest
Five Year Competitive Advance and Revolving Credit Facility
$5,000 $5,000 October 2024Floating rate
Bilateral Revolving Credit Facility 1
300 300 December 2021Floating rate
Bilateral Revolving Credit Facility 300 300 December 2021Floating rate
Bilateral Revolving Credit Facility150 150 March 2022Floating rate
Bilateral Revolving Credit Facility100 100 June 2022Floating rate
Bilateral Revolving Credit Facility200 200 September 2022Floating rate
Bilateral Revolving Credit Facility200 200 September 2023Floating rate
Bilateral Revolving Credit Facility250 250 September 2023Floating rate
Bilateral Revolving Credit Facility300 300 September 2023Floating rate
Bilateral Revolving Credit Facility100 100 October 2024Floating rate
Bilateral Revolving Credit Facility100 100 October 2024Floating rate
Bilateral Revolving Credit Facility200 200 November 2024Floating rate
Bilateral Revolving Credit Facility100 100 March 2025Floating rate
Bilateral Revolving Credit Facility250 250 March 2025Floating rate
Bilateral Revolving Credit Facility275 275 March 2025Floating rate
Total committed and available credit facilities$7,825 $7,825 

1.Assumes the option to extend to December 2021 will be exercised.

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 nine months of 2020. For additional information on the Company's debt covenants and default provisions, see Note 16 to the Consolidated Financial Statements included in the combined Dow Inc. and TDCC Annual Report on Form 10-K for the year ended December 31, 2019.