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Long-Term Debt and Short-Term Borrowings
12 Months Ended
Dec. 31, 2014
Long-Term Debt and Short-Term Borrowings  
Long-Term Debt and Short-Term Borrowings

NOTE 9. Long-Term Debt and Short-Term Borrowings

 

The following debt tables reflects effective interest rates, which include the impact of interest rate swaps, as of December 31, 2014. The reference column in the table below indicates if debt was issued on a combined basis, with the combined debt separated to show the impact of fixed versus floating effective interest rates as of December 31, 2014. Combined debt is referenced as A1, A2; D1, D2; and G1, G2. The effective interest rate is subject to future changes based on underlying indices related to 3M's floating rate debt and interest rate swaps. This reference column is also used to refer to later discussion concerning this debt. Carrying value includes the impact of derivative/hedging activity. Long-term debt and short-term borrowings as of December 31 consisted of the following:

Long-Term Debt               
    Currency/ Effective Final      
(Millions)   Fixed vs. Interest Maturity Carrying Value
Description / 2014 Principal Amount Reference Floating Rate Date 2014 2013
Eurobond (775 million Euros) A1 Euro Fixed %  $ $ 1,075
Eurobond (250 million Euros) A2 Euro Floating %      349
Medium-term note ($1 billion) B USD Fixed  1.62% 2016   997   995
Medium-term note (750 million Euros) C Euro Fixed  1.71% 2026   897  
Eurobond (300 million Euros) D1 Euro Fixed  1.97% 2021   363   411
Eurobond (300 million Euros) D2 Euro Floating  0.40% 2021   390   404
30-year bond ($750 million) E USD Fixed  5.73% 2037   748   748
Medium-term note ($650 million) F USD Fixed  1.10% 2017   649   648
Medium-term note ($600 million) G1 USD Floating  0.28% 2019   594  
Medium-term note ($25 million) G2 USD Fixed  1.74% 2019   25  
Medium-term note (500 million Euros) H Euro Floating  0.31% 2018   608  
Medium-term note ($600 million) I USD Fixed  2.17% 2022   593   592
30-year debenture ($330 million) J USD Fixed  6.01% 2028   344   346
Medium-term note ($325 million) K USD Fixed  4.05% 2044   315  
UK borrowing (66 million GBP) L GBP Floating %      109
Floating rate note ($96 million) M USD Floating % 2041   96   97
Floating rate note ($55 million) N USD Floating % 2044   55   59
Other borrowings O Various  4.17% 2015-2040   112   79
Total long-term debt          $ 6,786 $ 5,912
Less: current portion of long-term debt            55   1,586
Long-term debt (excluding current portion)       $ 6,731 $ 4,326

Post-Swap Borrowing (Long-Term Debt, Including Current Portion

  2014 2013
(Millions) Carrying Value Effective Interest Rate Carrying Value Effective Interest Rate
Fixed-rate debt $ 4,933  2.74% $ 4,821  3.19%
Floating-rate debt   1,853  0.53%   1,091  0.48%
Total long-term debt, including current portion $ 6,786    $ 5,912   

Short-Term Borrowings and Current Portion of Long-Term Debt         
         
  Effective Carrying Value
(Millions) Interest Rate 2014 2013
Current portion of long-term debt % $ 55 $ 1,586
U.S. dollar commercial paper %    
Other borrowings  2.46%   51   97
Total short-term borrowings and current portion of long-term debt    $ 106 $ 1,683

Maturities of Long-term Debt

 

Maturities of long-term debt for the five years subsequent of December 31, 2014 are as follows (in millions):

 

                After   
2015 2016 2017 2018 2019 2019 Total
$ 55 $ 1,109 $ 745 $ 608 $ 622 $ 3,647 $ 6,786

Long-term debt payments due in 2015, 2016 and 2017 include floating rate notes totaling $55 million (classified as current portion of long-term debt), $71 million (included in other borrowings in the long-term debt table) and $96 million (included as a separate floating rate note in the long-term debt table), respectively, as a result of put provisions associated with these debt instruments.

 

Credit Rating / Five-Year Revolving Credit Facility

As of February 2015, the Company has an AA- credit rating, with a stable outlook, from Standard & Poor's and an Aa3 credit rating, with a negative outlook, from Moody's Investors Service. In August 2014, 3M amended and extended the existing $1.5 billion five-year revolving credit facility expiring in September 2017 to a $2.25 billion five-year agreement expiring in August 2019. This credit agreement includes a provision under which 3M may request an increase of up to $2.25 billion, bringing the total facility up to $4.5 billion (at the lender's discretion). This facility was undrawn at December 31, 2014. Under the $2.25 billion credit agreement, the Company is required to maintain its EBITDA to Interest Ratio as of the end of each fiscal quarter at not less than 3.0 to 1. This is calculated (as defined in the agreement) as the ratio of consolidated total EBITDA for the four consecutive quarters then ended to total interest expense on all funded debt for the same period. At December 31, 2014, this ratio was approximately 60 to 1. Debt covenants do not restrict the payment of dividends.

 

Other Credit Facilities

In December 2012, 3M entered into a three-year 66 million British Pound (approximately $106 million) committed credit facility agreement with JP Morgan Chase Bank, which was fully drawn as of December 31, 2012. 3M repaid 36 million British Pounds in the first quarter of 2014, with the remaining balance of 30 million British Pounds repaid in December 2014 (reference L in the preceding debt table). Apart from the committed facilities, an additional $219 million in stand-alone letters of credit and $18 million in bank guarantees were also issued and outstanding at December 31, 2014. These lines of credit are utilized in connection with normal business activities.

 

Long-Term Debt

The following provides additional discussion concerning 3M's long-term debt, with a reference back to the preceding debt table.

 

2014 Long-Term Debt Issuances (Ref. C, G1, G2, H, K)

The Company has a “well-known seasoned issuer” shelf registration statement, effective May 16, 2014, which registers an indeterminate amount of debt or equity securities for future sales. This replaced 3M's previous shelf registration dated August 5, 2011. In June 2014, in connection with the May 16, 2014, shelf registration, 3M re-commenced its medium-term notes program (Series F) under which 3M may issue, from time to time, up to $9 billion aggregate principal amount of notes. Included in this $9 billion are $2.25 billion of notes previously issued in 2011 and 2012 as part of Series F. In June 2014, 3M issued $625 million aggregate principal amount of five-year fixed rate medium-term notes due 2019 with a coupon rate of 1.625%. Upon debt issuance, the Company entered into an interest rate swap to convert $600 million of this amount to an interest rate based on a floating three-month LIBOR index. In addition, in June 2014, 3M issued $325 million aggregate principal amount of thirty-year fixed rate medium-term notes due 2044 with a coupon rate of 3.875%. In November 2014, the Company issued 500 million Euros aggregate principal amount of four-year floating rate medium-term notes due 2018 with an interest rate based on a floating three-month EURIBOR index, and also issued 750 million Euros aggregate principal amount of twelve-year fixed rate medium-term notes due 2026 with a coupon rate of 1.5%. Both June 2014 and November 2014 debt issuances were from the medium-term notes program (Series F).

 

2014 Eurobond Maturity (Ref. A1, A2)

In July 2007, 3M issued a seven-year 5.0% fixed rate Eurobond for an amount of 750 million Euros (carrying value of approximately $1.042 billion in U.S. Dollars at December 31, 2013). In addition, in December 2007, 3M reopened its existing seven year 5.0% fixed rate Eurobond for an additional amount of 275 million Euros (carrying value of approximately $382 million in U.S. Dollars at December 31, 2013). This security was issued at a premium and was subsequently consolidated with the original security in January 2008. Upon the initial debt issuance in July 2007, 3M completed a fixed-to-floating interest rate swap on a notional amount of 400 million Euros as a fair value hedge of a portion of the fixed interest rate Eurobond obligation. In August 2010, the Company terminated 150 million Euros of the notional amount of this swap. As a result, the notional amount remaining after the partial termination was 250 million Euros. The termination of a portion of this swap did not impact the terms of the remaining portion. After these swaps, the fixed rate portion of the Eurobond totaled 775 million Euros and the floating rate portion totaled 250 million Euros. These Eurobonds and their corresponding fixed-to-floating interest rate swap matured in July 2014.

 

2013 Long-term Debt Issuances (Ref. D1, D2)

In November 2013, 3M issued an eight-year 1.875% fixed rate Eurobond for an amount of 600 million Euros (carrying value of approximately $753 million in U.S. Dollars at December 31, 2014). Upon debt issuance, 3M completed a fixed-to-floating interest rate swap on a notional amount of 300 million Euros as a fair value hedge of a portion of the fixed interest rate Eurobond obligation. After this swap, the fixed rate portion of the Eurobond totaled 300 million Euros and the floating rate portion totaled 300 million Euros.

 

2011 / 2012 Long-Term Debt Issuances (Ref. B, F, I)

The Company, in connection with a prior “well-known seasoned issuer” shelf registration statement, effective August 5, 2011, registered an indeterminate amount of debt or equity securities for future sales. In September 2011, in connection with this August 5, 2011 shelf registration statement, 3M established a $3 billion medium-term notes program (Series F), from which 3M issued $1 billion aggregate principal amount of five-year fixed rate medium-term notes with a coupon rate of 1.375%. In June 2012, 3M issued $650 million aggregate principal amount of five-year fixed rate medium-notes due 2017 with a coupon rate of 1.000% and $600 million aggregate principal amount of ten-year fixed rate medium-term notes due 2022 with a coupon rate of 2.000%, which were both issued from this $3 billion medium-term notes program (Series F).

 

Other Long-Term Debt Issuances (Ref. E, J)

In March 2007, the Company issued a thirty-year, $750 million, fixed rate note with a coupon rate of 5.70%. In 1998, the Company issued a thirty-year $330 million debenture due 2028, with a coupon rate of 6.01%.

 

Floating Rate Notes / Other Borrowings (Ref. M, N, O)

At various times, 3M has issued floating rate notes containing put provisions. 3M would be required to repurchase these securities at various prices ranging from 99 percent to 100 percent of par value according to the reduction schedules for each security. In December 2004, 3M issued a forty-year $60 million floating rate note, with a rate based on a floating LIBOR index. Under the terms of this floating rate note due in 2044, holders have an annual put feature at 100 percent of par value from 2014 and every anniversary thereafter until final maturity. Under the terms of the floating rate notes due in 2027, 2040 and 2041, holders have put options that commence ten years from the date of issuance and each third anniversary thereafter until final maturity at prices ranging from 99 percent to 100 percent of par value. In 2008 through 2014, 3M was required to repurchase an immaterial amount of principal on the aforementioned floating rate notes.