XML 39 R26.htm IDEA: XBRL DOCUMENT v3.21.2
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Notes)
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt Disclosure NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
Notes PayableSep 30, 2021Dec 31, 2020
In millions
Notes payable to banks and other lenders$270$156
Period-end average interest rates6.38 %3.89 %

Long-Term Debt2021 Average RateSep 30, 20212020 Average RateDec 31, 2020
In millions
Promissory notes and debentures:
Final maturity 2021— %$— 8.95 %$173 
Final maturity 20228.64 %121 8.64 %121 
Final maturity 20237.63 %250 7.63 %250 
Final maturity 2024— %— 3.43 %1,017 
Final maturity 20255.63 %333 5.13 %625 
Final maturity 20263.63 %750 3.63 %750 
Final maturity 2027 and thereafter 1
5.15 %9,364 5.34 %10,138 
Other facilities:
Foreign currency notes and loans, various rates and maturities1.22 %2,889 1.41 %3,189 
InterNotes®, varying maturities through 20513.40 %382 3.56 %535 
Finance lease obligations 2
542 518 
Unamortized debt discount and issuance costs(313)(365)
Long-term debt due within one year 3
(291)(460)
Long-term debt$14,027 $16,491 
1.Cost includes net fair value hedge adjustment gains of $48 million at September 30, 2021 ($69 million at December 31, 2020). See Note 18 for additional information.
2.See Note 13 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, 2021
In millions
2021$122 
2022$191 
2023$345 
2024$41 
2025$364 
2026$801 

2021 Activity
In the second quarter of 2021, the Company redeemed $208 million aggregate principal amount of 3.15 percent notes due May 2024 and $811 million aggregate principal amount of 3.50 percent notes due October 2024. As a result of the redemptions, the Company recognized a pretax loss of $101 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows.

In the third quarter of 2021, the Company completed cash tender offers for certain debt securities. In total, $1,042 million aggregate principal amount was tendered and retired. As a result, the Company recognized a pretax loss of $472 million on the early extinguishment of debt, included in "Sundry income (expense) – net" in the consolidated statements of income (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows. In addition, the Company voluntarily repaid $81 million of long-term debt due within one year.
In the first nine months of 2021, the Company issued an aggregate principal amount of $95 million of InterNotes®, and redeemed an aggregate principal amount of $28 million at maturity. In addition, the Company voluntarily repaid an aggregate principal amount of $213 million of InterNotes® with various maturities. As a result, the Company recognized a pretax loss on the early extinguishment of debt for the nine months ended September 30, 2021 of $1 million, included in "Sundry income (expense) - net" in the consolidated statements of income (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows.

Additionally, in the first nine months of 2021, the Company repaid approximately $173 million of long-term debt at maturity and approximately $14 million of long-term debt was repaid by consolidated variable interest entities.

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. 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 (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows.

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 12 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 (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows.

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 (related to Corporate) and included in "Other net loss" in the consolidated statements of cash flows.

Additionally, in the first nine months of 2020, the Company repaid approximately $76 million of long-term debt at maturity and approximately $17 million of long-term debt 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 Sep 30, 2021
In millionsCommitted CreditAvailable CreditMaturity DateInterest
Five Year Competitive Advance and Revolving Credit Facility$5,000 $5,000 October 2024Floating rate
Bilateral Revolving Credit Facility 300 300 December 2021Floating rate
Bilateral Revolving Credit Facility300 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 Facility 1
200 200 November 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 Facility350 350 March 2025Floating rate
Total committed and available credit facilities$8,100 $8,100 
1.Assumes the option to extend the bilateral revolving credit facility 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 2021. For additional information on the Company's debt covenants and default provisions, see Note 15 to the Consolidated Financial Statements included in the 2020 10-K.