Debt

Notes payable and long-term debt consists of the following:



	March 31, 2013				December 31, 2012
	Outstanding		Weighted Average Rate		Outstanding		Weighted Average Rate
Notes payable
Commercial paper ⁽¹⁾	$	89	0.2	%	$	381	0.2	%
$200.0 European revolving credit facility, due March 13, 2014 ⁽²⁾	—		—		—		—
Sigma-Aldrich Korea Limited credit facility, due June 30, 2013 ⁽³⁾	—		—		—		—
Sigma-Aldrich Japan GK credit facilities ⁽⁴⁾	—		—		—		—
Other short-term credit facilities ⁽⁵⁾	—		—		2		1.5	%
Total notes payable	89		0.2	%	383		0.2	%
Plus - current maturities of long-term debt	—		—		—		—
Total notes payable and current maturities of long-term debt	$	89	0.2	%	$	383	0.2	%
Long-term debt
Senior notes, due November 1, 2020 ⁽⁶⁾	$	300	3.4	%	$	300	3.4	%
Total	300		3.4	%	300		3.4	%
Less - current maturities	—		—		—		—
Total long-term debt	$	300	3.4	%	$	300	3.4	%

(1)

The Company has a $600 five-year revolving credit facility with a syndicate of banks in the U.S. that supports the Company's commercial paper program that will mature on May 9, 2017. At March 31, 2013 and December 31, 2012, the Company did not have any borrowings outstanding under this facility. However, the amount available under the facility is reduced by the amount of commercial paper outstanding. The facility contains financial covenants that require the maintenance of a ratio of consolidated debt to total capitalization of no more than 65.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s total consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, was 13.4 percent and 0.0 percent, respectively, at March 31, 2013.

(2)

This facility contains financial covenants that require the maintenance of consolidated net worth of at least $750, a ratio of consolidated debt to total capitalization of no more than 55.0 percent and an aggregate amount of subsidiary debt plus consolidated secured debt of no more than 25.0 percent of total net worth. The Company’s consolidated net worth, consolidated debt as a percentage of total capitalization and aggregate amount of subsidiary debt plus consolidated secured debt as a percentage of total net worth, as defined in the underlying credit agreement, were $2,511, 13.4 percent and 0.0 percent, respectively, at March 31, 2013.


(3)	There were no outstanding borrowings under this facility, which had a total commitment of 20 billion Korean Won ($18), at March 31, 2013.


(4)	Sigma-Aldrich Japan GK has two credit facilities having a total commitment of 2 billion Japanese Yen ($21), with one facility due April 30, 2014 and the other representing a line of credit with no expiration. There were no borrowings under the facilities at March 31, 2013.


(5)	There were no borrowings under these facilities, which have total commitments in U.S. Dollar equivalents of $3, at March 31, 2013.

(6)

The Company has $300 of 3.375 percent Senior Notes due November 1, 2020. Interest on the notes is payable May 1 and November 1 of each year. The notes may be redeemed, in whole or in part at the Company’s option, (i) at any time at specific redemption prices plus accrued interest or (ii) three months prior to the maturity date at a redemption price equal to 100 percent of the principal amount plus accrued interest.

The Company has provided guarantees to certain subsidiaries for any outstanding borrowings from the European revolving credit facility and the short-term credit facilities of the wholly-owned Korean and Japanese subsidiaries. At March 31, 2013, there were no existing events of default that would require the Company to honor these guarantees.

Total interest expense incurred on short-term and long-term debt, net of amounts capitalized, was $2 for the three months ended March 31, 2013 and 2012, respectively.

The fair value of long-term debt was approximately $310 and $315 at March 31, 2013 and December 31, 2012, respectively. The fair value of long-term debt was based upon a discounted cash flow analysis that used the aggregate cash flows from principal and interest payments over the life of the debt and current market interest rates.

As of March 31, 2013, the Company had sufficient net worth, as defined in the underlying credit agreements, to allow for borrowing the full capacity under the credit agreement for each facility without any restriction related to compliance with the respective financial debt covenants.