6. NOTES PAYABLE

A summary of notes payable follows:


(In millions)	September 30, 2011			December 31, 2010
8.50% senior notes due May 2019	$	850		$	850
6.45% senior notes due August 2040		448	⁽¹⁾		448	⁽¹⁾
6.90% senior notes due December 2039		396	⁽²⁾		396	⁽²⁾
3.45% senior notes due August 2015		300			300
Yen-denominated Uridashi notes:
1.52% notes paid September 2011 (principal amount 15 billion yen)		0			184
2.26% notes due September 2016 (principal amount 8 billion yen)		104			98
Variable interest rate notes paid September 2011 (.66% at December 2010, principal amount 20 billion yen)		0			245
Yen-denominated Samurai notes:
1.47% notes due July 2014 (principal amount 28.7 billion yen)		374			0
1.87% notes due June 2012 (principal amount 26.6 billion yen)		347			327
1.84% notes due July 2016 (principal amount 15.8 billion yen)		206			0
Variable interest rate notes due July 2014 (1.35% at September 2011, principal amount 5.5 billion yen)		72			0
Yen-denominated loans:
3.60% loan due July 2015 (principal amount 10 billion yen)		131			123
3.00% loan due August 2015 (principal amount 5 billion yen)		65			61
Capitalized lease obligations payable through 2022		8			6
Total notes payable	$	3,301		$	3,038

⁽¹⁾ $450 issuance net of a $2 underwriting discount that is being amortized over the life of the notes

⁽²⁾ $400 issuance net of a $4 underwriting discount that is being amortized over the life of the notes

In September 2011, we redeemed 35 billion yen (approximately $459 million using the exchange rate on the date of redemption) of our Uridashi notes upon their maturity.

In July 2011, we issued three series of Samurai notes totaling 50 billion yen through a public debt offering. The first series, which totaled 28.7 billion yen, bears interest at a fixed rate of 1.47% per annum, payable semi-annually, and has a three-year maturity. The second series, which totaled 15.8 billion yen, bears interest at a fixed rate of 1.84% per annum, payable semi-annually, and has a five-year maturity. The third series, which totaled 5.5 billion yen, bears interest at a variable rate of three-month yen LIBOR plus a spread, payable quarterly, and has a three-year maturity. We have entered into an interest rate swap related to the 5.5 billion yen variable interest rate notes to swap the variable interest rate to a fixed interest rate of 1.475% (see Note 4). These Samurai notes are not available to U.S. persons.

We have no restrictive financial covenants related to our notes payable. We were in compliance with all of the covenants of our notes payable at September 30, 2011. No events of default or defaults occurred during the nine-month period ended September 30, 2011.

For additional information, see Notes 4 and 8 of the Notes to the Consolidated Financial Statements in our annual report to shareholders for the year ended December 31, 2010.