NOTES PAYABLE AND LONG-TERM DEBT

12 Months Ended

Dec. 31, 2012

NOTES PAYABLE AND LONG-TERM DEBT



Notes Payable at December 31 In millions	2012			2011
Notes payable - related companies	$	40		$	15
Year-end average interest rates	0.86		%	0.95		%



Long-Term Debt at December 31	2012					2011
Long-Term Debt at December 31	Average					Average
In millions	Rate		2012			Rate		2011
Promissory notes and debentures:
Debentures due 2023	7.875	%	$	175		7.875	%	$	175
Debentures due 2025	6.79	%	12			6.79	%	12
Debentures due 2025	7.50	%	150			7.50	%	150
Debentures due 2096	7.75	%	135			7.75	%	135
Other facilities:
Pollution control/industrial revenue bonds	—		—			5.09	%	37
Unamortized debt discount	—		(1		)	—		(2		)
Long-term debt due within one year			—					(37		)
Total long-term debt			$	471				$	470

The Corporation does not have any maturities related to long-term debt during the next five years.

In the first quarter of 2012, the corporation redeemed $37 million aggregate principal amount of pollution control/industrial revenue bonds that matured on January 1, 2012.

On March 22, 2011, the Corporation concluded a cash tender offer for $65 million aggregate principal amount of certain notes issued by the Corporation. As a result of the tender offer, the Corporation redeemed $65 million of the notes and recognized a $6 million pretax loss on early extinguishment of debt, included in “Sundry income (expense) – net” in the consolidated statements of operations.

Debt Covenants and Default Provisions

The Corporation's outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation's size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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