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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dow Inc | NYSE:DOW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.21 | 0.37% | 57.04 | 57.43 | 56.75 | 57.19 | 2,544,396 | 01:00:00 |
Delaware
|
|
38-1285128
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
Large accelerated filer
|
|
þ
|
Accelerated filer
|
|
¨
|
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
|
¨
|
|
|
Outstanding at
|
Class
|
|
June 30, 2016
|
Common Stock, par value $2.50 per share
|
|
1,126,830,305 shares
|
|
|
PAGE
|
|
|
|
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|
|
|
Item 1.
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Item 2.
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Item 3.
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Item 4.
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||
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||
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Item 1.
|
||
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|
Item 1A.
|
||
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Item 2.
|
||
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Item 4.
|
||
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|
Item 5.
|
||
|
|
|
Item 6.
|
Exhibits
.
|
|
|
|
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions, except per share amounts (Unaudited)
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net Sales
|
$
|
11,952
|
|
|
$
|
12,910
|
|
|
$
|
22,655
|
|
|
$
|
25,280
|
|
Cost of sales
|
9,275
|
|
|
10,146
|
|
|
17,226
|
|
|
19,681
|
|
||||
Research and development expenses
|
399
|
|
|
429
|
|
|
760
|
|
|
812
|
|
||||
Selling, general and administrative expenses
|
787
|
|
|
773
|
|
|
1,529
|
|
|
1,525
|
|
||||
Amortization of intangibles
|
122
|
|
|
109
|
|
|
225
|
|
|
211
|
|
||||
Restructuring charges
|
454
|
|
|
375
|
|
|
452
|
|
|
375
|
|
||||
Equity in earnings of nonconsolidated affiliates
|
82
|
|
|
272
|
|
|
121
|
|
|
440
|
|
||||
Sundry income (expense) - net
|
2,550
|
|
|
385
|
|
|
1,309
|
|
|
1,048
|
|
||||
Interest income
|
18
|
|
|
11
|
|
|
38
|
|
|
28
|
|
||||
Interest expense and amortization of debt discount
|
208
|
|
|
232
|
|
|
409
|
|
|
473
|
|
||||
Income Before Income Taxes
|
3,357
|
|
|
1,514
|
|
|
3,522
|
|
|
3,719
|
|
||||
Provision for income taxes
|
130
|
|
|
317
|
|
|
20
|
|
|
1,003
|
|
||||
Net Income
|
3,227
|
|
|
1,197
|
|
|
3,502
|
|
|
2,716
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
19
|
|
|
(23
|
)
|
|
40
|
|
|
18
|
|
||||
Net Income Attributable to The Dow Chemical Company
|
3,208
|
|
|
1,220
|
|
|
3,462
|
|
|
2,698
|
|
||||
Preferred stock dividends
|
85
|
|
|
85
|
|
|
170
|
|
|
170
|
|
||||
Net Income Available for The Dow Chemical Company Common Stockholders
|
$
|
3,123
|
|
|
$
|
1,135
|
|
|
$
|
3,292
|
|
|
$
|
2,528
|
|
|
|
|
|
|
|
|
|
||||||||
Per Common Share Data:
|
|
|
|
|
|
|
|
||||||||
Earnings per common share - basic
|
$
|
2.79
|
|
|
$
|
0.99
|
|
|
$
|
2.96
|
|
|
$
|
2.21
|
|
Earnings per common share - diluted
|
$
|
2.61
|
|
|
$
|
0.97
|
|
|
$
|
2.83
|
|
|
$
|
2.15
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per share of common stock
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
0.92
|
|
|
$
|
0.84
|
|
Weighted-average common shares outstanding - basic
|
1,111.1
|
|
|
1,138.1
|
|
|
1,107.0
|
|
|
1,136.9
|
|
||||
Weighted-average common shares outstanding - diluted
|
1,222.8
|
|
|
1,249.4
|
|
|
1,218.5
|
|
|
1,248.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation
|
$
|
511
|
|
|
$
|
483
|
|
|
$
|
967
|
|
|
$
|
969
|
|
Capital Expenditures
|
$
|
997
|
|
|
$
|
998
|
|
|
$
|
1,817
|
|
|
$
|
1,901
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions (Unaudited)
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net Income
|
$
|
3,227
|
|
|
$
|
1,197
|
|
|
$
|
3,502
|
|
|
$
|
2,716
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gains on investments
|
15
|
|
|
1
|
|
|
34
|
|
|
(1
|
)
|
||||
Translation adjustments
|
(86
|
)
|
|
317
|
|
|
242
|
|
|
(620
|
)
|
||||
Adjustments to pension and other postretirement benefit plans
|
455
|
|
|
123
|
|
|
547
|
|
|
248
|
|
||||
Net gains (losses) on cash flow hedging derivative instruments
|
33
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(20
|
)
|
||||
Other comprehensive income (loss)
|
417
|
|
|
430
|
|
|
822
|
|
|
(393
|
)
|
||||
Comprehensive Income
|
3,644
|
|
|
1,627
|
|
|
4,324
|
|
|
2,323
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests, net of tax
|
31
|
|
|
(32
|
)
|
|
68
|
|
|
9
|
|
||||
Comprehensive Income Attributable to The Dow Chemical Company
|
$
|
3,613
|
|
|
$
|
1,659
|
|
|
$
|
4,256
|
|
|
$
|
2,314
|
|
In millions (Unaudited)
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
Assets
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2016: $109; 2015: $158)
|
$
|
7,309
|
|
|
$
|
8,577
|
|
Accounts and notes receivable:
|
|
|
|
||||
Trade (net of allowance for doubtful receivables - 2016: $106; 2015: $94)
|
5,171
|
|
|
4,078
|
|
||
Other
|
4,102
|
|
|
3,768
|
|
||
Inventories
|
8,212
|
|
|
6,871
|
|
||
Other current assets
|
1,516
|
|
|
647
|
|
||
Total current assets
|
26,310
|
|
|
23,941
|
|
||
Investments
|
|
|
|
||||
Investment in nonconsolidated affiliates
|
3,576
|
|
|
3,958
|
|
||
Other investments (investments carried at fair value - 2016: $1,960; 2015: $1,866)
|
2,985
|
|
|
2,923
|
|
||
Noncurrent receivables
|
753
|
|
|
765
|
|
||
Total investments
|
7,314
|
|
|
7,646
|
|
||
Property
|
|
|
|
||||
Property
|
56,700
|
|
|
50,802
|
|
||
Less accumulated depreciation
|
33,917
|
|
|
32,948
|
|
||
Net property (variable interest entities restricted - 2016: $1,054; 2015: $1,717)
|
22,783
|
|
|
17,854
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
15,442
|
|
|
12,154
|
|
||
Other intangible assets (net of accumulated amortization - 2016: $4,009; 2015: $3,770)
|
6,463
|
|
|
3,617
|
|
||
Deferred income tax assets
|
2,558
|
|
|
2,140
|
|
||
Asbestos-related insurance receivables - noncurrent
|
39
|
|
|
51
|
|
||
Deferred charges and other assets
|
615
|
|
|
535
|
|
||
Total other assets
|
25,117
|
|
|
18,497
|
|
||
Total Assets
|
$
|
81,524
|
|
|
$
|
67,938
|
|
Liabilities and Equity
|
|||||||
Current Liabilities
|
|
|
|
||||
Notes payable
|
$
|
235
|
|
|
$
|
454
|
|
Long-term debt due within one year
|
259
|
|
|
541
|
|
||
Accounts payable:
|
|
|
|
||||
Trade
|
4,441
|
|
|
3,577
|
|
||
Other
|
2,607
|
|
|
2,287
|
|
||
Income taxes payable
|
625
|
|
|
452
|
|
||
Dividends payable
|
597
|
|
|
592
|
|
||
Accrued and other current liabilities
|
4,117
|
|
|
3,212
|
|
||
Total current liabilities
|
12,881
|
|
|
11,115
|
|
||
Long-Term Debt (variable interest entities nonrecourse - 2016: $393; 2015: $487)
|
20,852
|
|
|
16,215
|
|
||
Other Noncurrent Liabilities
|
|
|
|
||||
Deferred income tax liabilities
|
982
|
|
|
587
|
|
||
Pension and other postretirement benefits - noncurrent
|
9,894
|
|
|
9,119
|
|
||
Asbestos-related liabilities - noncurrent
|
357
|
|
|
387
|
|
||
Other noncurrent obligations
|
6,324
|
|
|
4,332
|
|
||
Total other noncurrent liabilities
|
17,557
|
|
|
14,425
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, series A
|
4,000
|
|
|
4,000
|
|
||
Common stock
|
3,107
|
|
|
3,107
|
|
||
Additional paid-in capital
|
4,890
|
|
|
4,936
|
|
||
Retained earnings
|
30,680
|
|
|
28,425
|
|
||
Accumulated other comprehensive loss
|
(7,845
|
)
|
|
(8,667
|
)
|
||
Unearned ESOP shares
|
(232
|
)
|
|
(272
|
)
|
||
Treasury stock at cost
|
(5,664
|
)
|
|
(6,155
|
)
|
||
The Dow Chemical Company’s stockholders’ equity
|
28,936
|
|
|
25,374
|
|
||
Non-redeemable noncontrolling interests
|
1,298
|
|
|
809
|
|
||
Total equity
|
30,234
|
|
|
26,183
|
|
||
Total Liabilities and Equity
|
$
|
81,524
|
|
|
$
|
67,938
|
|
|
Six Months Ended
|
||||||
In millions (Unaudited)
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
3,502
|
|
|
$
|
2,716
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,287
|
|
|
1,276
|
|
||
Credit for deferred income tax
|
(993
|
)
|
|
(69
|
)
|
||
Earnings of nonconsolidated affiliates less than dividends received
|
388
|
|
|
187
|
|
||
Pension contributions
|
(506
|
)
|
|
(725
|
)
|
||
Net gain on sales of investments
|
(48
|
)
|
|
(28
|
)
|
||
Net gain on sales of property, businesses and consolidated companies
|
(74
|
)
|
|
(734
|
)
|
||
Net gain on sale of ownership interests in nonconsolidated affiliates
|
—
|
|
|
(27
|
)
|
||
Net gain on step acquisition of nonconsolidated affiliates
|
(2,445
|
)
|
|
(361
|
)
|
||
Restructuring charges
|
452
|
|
|
375
|
|
||
Excess tax benefits from share-based payment arrangements
|
(32
|
)
|
|
(21
|
)
|
||
Other net loss
|
62
|
|
|
15
|
|
||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
|
||||
Accounts and notes receivable
|
(1,320
|
)
|
|
(699
|
)
|
||
Proceeds from interests in trade accounts receivable conduits
|
753
|
|
|
713
|
|
||
Inventories
|
(238
|
)
|
|
(29
|
)
|
||
Accounts payable
|
433
|
|
|
(110
|
)
|
||
Other assets and liabilities
|
1,049
|
|
|
185
|
|
||
Cash provided by operating activities
|
2,270
|
|
|
2,664
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(1,817
|
)
|
|
(1,901
|
)
|
||
Construction of assets pending sale / leaseback
|
(12
|
)
|
|
—
|
|
||
Proceeds from sale / leaseback of assets
|
32
|
|
|
—
|
|
||
Payment into escrow account
|
(835
|
)
|
|
—
|
|
||
Proceeds from sales of property, businesses and consolidated companies, net of cash divested
|
177
|
|
|
1,471
|
|
||
Acquisitions of property, businesses and consolidated companies, net of cash acquired
|
(224
|
)
|
|
(54
|
)
|
||
Cash acquired in step acquisition of nonconsolidated affiliate
|
1,050
|
|
|
—
|
|
||
Investments in and loans to nonconsolidated affiliates
|
(569
|
)
|
|
(383
|
)
|
||
Distributions and loan repayments from nonconsolidated affiliates
|
8
|
|
|
11
|
|
||
Proceeds from sale of ownership interests in nonconsolidated affiliates
|
—
|
|
|
33
|
|
||
Purchases of investments
|
(301
|
)
|
|
(177
|
)
|
||
Proceeds from sales and maturities of investments
|
428
|
|
|
238
|
|
||
Cash used in investing activities
|
(2,063
|
)
|
|
(762
|
)
|
||
Financing Activities
|
|
|
|
||||
Changes in short-term notes payable
|
(66
|
)
|
|
(62
|
)
|
||
Proceeds from issuance of long-term debt
|
30
|
|
|
211
|
|
||
Payments on long-term debt
|
(459
|
)
|
|
(108
|
)
|
||
Purchases of treasury stock
|
—
|
|
|
(500
|
)
|
||
Proceeds from sales of common stock
|
234
|
|
|
294
|
|
||
Transaction financing, debt issuance and other costs
|
(2
|
)
|
|
(3
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
32
|
|
|
21
|
|
||
Contributions from noncontrolling interests
|
—
|
|
|
16
|
|
||
Distributions to noncontrolling interests
|
(66
|
)
|
|
(24
|
)
|
||
Dividends paid to stockholders
|
(1,185
|
)
|
|
(1,125
|
)
|
||
Cash used in financing activities
|
(1,482
|
)
|
|
(1,280
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
7
|
|
|
(52
|
)
|
||
Summary
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
(1,268
|
)
|
|
570
|
|
||
Cash and cash equivalents at beginning of period
|
8,577
|
|
|
5,654
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,309
|
|
|
$
|
6,224
|
|
|
Six Months Ended
|
||||||
In millions, except per share amounts (Unaudited)
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||
Preferred Stock
|
|
|
|
||||
Balance at beginning of year and end of period
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Common Stock
|
|
|
|
||||
Balance at beginning of year and end of period
|
3,107
|
|
|
3,107
|
|
||
Additional Paid-in Capital
|
|
|
|
||||
Balance at beginning of year
|
4,936
|
|
|
4,846
|
|
||
Common stock issued / sold
|
234
|
|
|
294
|
|
||
Stock-based compensation and allocation of ESOP shares
|
(280
|
)
|
|
(301
|
)
|
||
Balance at end of period
|
4,890
|
|
|
4,839
|
|
||
Retained Earnings
|
|
|
|
||||
Balance at beginning of year
|
28,425
|
|
|
23,045
|
|
||
Net income available for The Dow Chemical Company common stockholders
|
3,292
|
|
|
2,528
|
|
||
Dividends declared on common stock (per share - 2016: $0.92; 2015: $0.84)
|
(1,021
|
)
|
|
(956
|
)
|
||
Dividend equivalents on participating securities
|
(16
|
)
|
|
(11
|
)
|
||
Balance at end of period
|
30,680
|
|
|
24,606
|
|
||
Accumulated Other Comprehensive Loss
|
|
|
|
||||
Balance at beginning of year
|
(8,667
|
)
|
|
(8,017
|
)
|
||
Other comprehensive income (loss)
|
822
|
|
|
(393
|
)
|
||
Balance at end of period
|
(7,845
|
)
|
|
(8,410
|
)
|
||
Unearned ESOP Shares
|
|
|
|
||||
Balance at beginning of year
|
(272
|
)
|
|
(325
|
)
|
||
Shares allocated to ESOP participants
|
40
|
|
|
41
|
|
||
Balance at end of period
|
(232
|
)
|
|
(284
|
)
|
||
Treasury Stock
|
|
|
|
||||
Balance at beginning of year
|
(6,155
|
)
|
|
(4,233
|
)
|
||
Purchases
|
—
|
|
|
(500
|
)
|
||
Issuances - compensation plans
|
491
|
|
|
487
|
|
||
Balance at end of period
|
(5,664
|
)
|
|
(4,246
|
)
|
||
The Dow Chemical Company’s Stockholders’ Equity
|
28,936
|
|
|
23,612
|
|
||
Non-redeemable Noncontrolling Interests
|
1,298
|
|
|
839
|
|
||
Total Equity
|
$
|
30,234
|
|
|
$
|
24,451
|
|
(Unaudited)
|
|
The Dow Chemical Company and Subsidiaries
PART I – FINANCIAL INFORMATION, Item 1. Financial Statements
Notes to the Consolidated Financial Statements
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
||
20
|
||
21
|
||
22
|
2016 Restructuring Charges by
Operating Segment
|
|
Severance Costs
|
|
|
Impairment of Long-Lived Assets and Other Assets
|
|
|
Costs Associated with Exit or Disposal Activities
|
|
|
Total
|
|
||||
In millions
|
||||||||||||||||
Consumer Solutions
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
5
|
|
|
$
|
28
|
|
Infrastructure Solutions
|
|
—
|
|
|
74
|
|
|
23
|
|
|
97
|
|
||||
Performance Plastics
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Corporate
|
|
268
|
|
|
46
|
|
|
—
|
|
|
314
|
|
||||
Total
|
|
$
|
268
|
|
|
$
|
153
|
|
|
$
|
28
|
|
|
$
|
449
|
|
•
|
In the second quarter of 2016, the Company recorded a charge of
$70 million
for asset write-downs and write-offs including the shutdown of an Energy & Water Solutions solar manufacturing facility in Midland, Michigan; the write-down of a solar facility in Milpitas, California; and, the write-off of capital projects and in-process research and development. The charge was reflected in the Infrastructure Solutions operating segment. The Midland facility is expected to be shut down by the end of the fourth quarter of 2016.
|
•
|
To enhance competitiveness and streamline costs associated with the ownership restructure of Dow Corning, silicones manufacturing facilities in Yamakita, Japan, and Greensboro, North Carolina, will be shut down by the end of the second quarter of 2018 and an idled facility was shut down in the second quarter of 2016. As a result, in the second quarter of 2016 the Company recorded a charge of
$25 million
reflected in Consumer Solutions (
$21 million
) and Infrastructure Solutions (
$4 million
).
|
•
|
The closure and/or consolidation of certain corporate facilities and data centers. Write-downs of
$25 million
were recorded in the second quarter of 2016, impacting Corporate. These facilities will be shut down no later than the end of the second quarter of 2018.
|
•
|
A decision was made to shut down a small manufacturing facility and to write-down other non-manufacturing assets, including a cost method investment and aircraft. Write-downs of
$33 million
were recorded in the second quarter of 2016, impacting Consumer Solutions (
$2 million
), Performance Plastics (
$10 million
) and Corporate (
$21 million
). The manufacturing facility was shut down in the second quarter of 2016.
|
2016 Restructuring Activities
|
|
Severance Costs
|
|
|
Impairment of Long-Lived Assets and Other Assets
|
|
|
Costs Associated with Exit and Disposal Activities
|
|
|
Total
|
|
||||
In millions
|
||||||||||||||||
Restructuring charge recognized in the second quarter of 2016
|
|
$
|
268
|
|
|
$
|
153
|
|
|
$
|
28
|
|
|
$
|
449
|
|
Charges against the reserve
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
(153
|
)
|
||||
Reserve balance at June 30, 2016
|
|
$
|
268
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
296
|
|
2015 Restructuring Activities
|
|
Costs Associated with Exit and Disposal Activities
|
|
|
|
|
|
|||||
In millions
|
|
|
Severance Costs
|
|
|
Total
|
|
|||||
Reserve balance at Dec 31, 2015
|
|
$
|
10
|
|
|
$
|
143
|
|
|
$
|
153
|
|
Cash payments
|
|
(1
|
)
|
|
(30
|
)
|
|
(31
|
)
|
|||
Reserve balance at Mar 31, 2016
|
|
$
|
9
|
|
|
$
|
113
|
|
|
$
|
122
|
|
Adjustments to the reserve
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Cash payments
|
|
(1
|
)
|
|
(25
|
)
|
|
$
|
(26
|
)
|
||
Reserve balance at June 30, 2016
|
|
$
|
13
|
|
|
$
|
88
|
|
|
$
|
101
|
|
Assets Acquired and Liabilities Assumed on June 1, 2016
|
|||
In millions
|
|
||
Fair Value of Previously Held Equity Investment, excluding the HSC Group
|
$
|
4,818
|
|
Fair Value of Assets Acquired
|
|
||
Cash and cash equivalents
|
$
|
1,050
|
|
Accounts and notes receivable - Trade
|
640
|
|
|
Accounts and notes receivable - Other
|
223
|
|
|
Inventories
|
1,147
|
|
|
Other current assets
|
51
|
|
|
Investment in nonconsolidated affiliates
|
110
|
|
|
Noncurrent receivables
|
112
|
|
|
Property
|
4,019
|
|
|
Other intangible assets
(1)
|
2,987
|
|
|
Deferred income tax assets
|
1,001
|
|
|
Other assets
|
98
|
|
|
Total Assets Acquired
|
$
|
11,438
|
|
Fair Value of Liabilities Assumed
|
|
||
Accounts payable - Trade
|
$
|
374
|
|
Income taxes payable
|
261
|
|
|
Accrued and other current liabilities
|
406
|
|
|
Other current liabilities
|
95
|
|
|
Long-Term Debt
|
4,672
|
|
|
Deferred income tax liabilities
|
1,840
|
|
|
Pension and other postretirement benefits - noncurrent
(2)
|
1,241
|
|
|
Other noncurrent obligations
|
438
|
|
|
Total Liabilities Assumed
|
$
|
9,327
|
|
Non-redeemable noncontrolling interests
|
$
|
473
|
|
Goodwill
|
$
|
3,180
|
|
(1)
|
Includes
$30 million
of trademarks,
$1,200 million
of licenses and intellectual property,
$2 million
of software and
$1,755 million
of customer-related intangibles. See Note
6
for additional information.
|
(2)
|
Includes pension and other postretirement benefits as well as long-term disability obligations.
|
Deferred Tax Balances at June 1, 2016
|
Deferred Tax
|
Deferred Tax
|
||||
In millions
|
Assets
|
Liabilities
|
||||
Property
|
$
|
161
|
|
$
|
743
|
|
Tax loss and credit carryforwards
|
227
|
|
—
|
|
||
Postretirement benefit obligations
|
474
|
|
—
|
|
||
Other accruals and reserves
|
68
|
|
52
|
|
||
Intangibles
|
11
|
|
1,004
|
|
||
Inventory
|
2
|
|
33
|
|
||
Long-term debt
|
49
|
|
—
|
|
||
Investments
|
23
|
|
8
|
|
||
Subtotal
|
$
|
1,015
|
|
$
|
1,840
|
|
Valuation allowances
|
(14
|
)
|
—
|
|
||
Total Deferred Tax Balances
|
$
|
1,001
|
|
$
|
1,840
|
|
Dow Chlorine Value Chain Income Statement Information
|
Three Months Ended
|
Six Months Ended
|
||||
In millions
|
Jun 30, 2015
|
Jun 30, 2015
|
||||
Income Before Income Taxes
(1)
|
$
|
39
|
|
$
|
76
|
|
Loss before income taxes attributable to noncontrolling interests
|
4
|
|
5
|
|
||
Income Before Income Taxes attributable to The Dow Chemical Company
(1)
|
$
|
43
|
|
$
|
81
|
|
Inventories
In millions
|
Jun 30, 2016
|
|
|
Dec 31, 2015
|
|
||
Finished goods
|
$
|
4,744
|
|
|
$
|
3,879
|
|
Work in process
|
1,662
|
|
|
1,502
|
|
||
Raw materials
|
973
|
|
|
730
|
|
||
Supplies
|
845
|
|
|
768
|
|
||
Total FIFO inventories
|
$
|
8,224
|
|
|
$
|
6,879
|
|
Adjustment of inventories to a LIFO basis
|
(12
|
)
|
|
(8
|
)
|
||
Total inventories
|
$
|
8,212
|
|
|
$
|
6,871
|
|
Goodwill
|
Agricultural Sciences
|
|
|
Consumer Solutions
|
|
|
Infrastructure Solutions
|
|
|
Performance
Materials & Chemicals
|
|
|
Performance Plastics
|
|
|
Total
|
|
||||||
In millions
|
|||||||||||||||||||||||
Net goodwill at Dec 31, 2015
|
$
|
1,472
|
|
|
$
|
4,374
|
|
|
$
|
4,382
|
|
|
$
|
391
|
|
|
$
|
1,535
|
|
|
$
|
12,154
|
|
Acquisition of an aniline plant
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||
Sale of a product line
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Goodwill related to the DCC Transaction
(1)
|
—
|
|
|
1,685
|
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
3,180
|
|
||||||
Foreign currency impact
|
—
|
|
|
35
|
|
|
37
|
|
|
1
|
|
|
3
|
|
|
76
|
|
||||||
Net goodwill at Jun 30, 2016
|
$
|
1,472
|
|
|
$
|
6,094
|
|
|
$
|
5,914
|
|
|
$
|
429
|
|
|
$
|
1,533
|
|
|
$
|
15,442
|
|
(1)
|
Final determination of the goodwill value assigned may result in adjustments to the preliminary value recorded.
|
Other Intangible Assets
|
At June 30, 2016
|
|
At December 31, 2015
|
||||||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Licenses and intellectual property
|
$
|
3,150
|
|
|
$
|
(1,145
|
)
|
|
$
|
2,005
|
|
|
$
|
1,943
|
|
|
$
|
(1,087
|
)
|
|
$
|
856
|
|
Patents
|
108
|
|
|
(97
|
)
|
|
11
|
|
|
119
|
|
|
(108
|
)
|
|
11
|
|
||||||
Software
|
1,297
|
|
|
(667
|
)
|
|
630
|
|
|
1,253
|
|
|
(628
|
)
|
|
625
|
|
||||||
Trademarks
|
697
|
|
|
(471
|
)
|
|
226
|
|
|
666
|
|
|
(441
|
)
|
|
225
|
|
||||||
Customer-related
|
4,990
|
|
|
(1,486
|
)
|
|
3,504
|
|
|
3,164
|
|
|
(1,366
|
)
|
|
1,798
|
|
||||||
Other
|
164
|
|
|
(143
|
)
|
|
21
|
|
|
165
|
|
|
(140
|
)
|
|
25
|
|
||||||
Total other intangible assets, finite lives
|
$
|
10,406
|
|
|
$
|
(4,009
|
)
|
|
$
|
6,397
|
|
|
$
|
7,310
|
|
|
$
|
(3,770
|
)
|
|
$
|
3,540
|
|
IPR&D
(1)
, indefinite lives
|
66
|
|
|
—
|
|
|
66
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Total other intangible assets
|
$
|
10,472
|
|
|
$
|
(4,009
|
)
|
|
$
|
6,463
|
|
|
$
|
7,387
|
|
|
$
|
(3,770
|
)
|
|
$
|
3,617
|
|
(1)
|
In-process research and development (“IPR&D”) purchased in a business combination.
|
Dow Corning Intangible Assets
|
Gross
Carrying
Amount
|
|
Weighted-average Amortization Period
|
|
In millions
|
||||
Intangible assets with finite lives:
|
|
|
||
Licenses and intellectual property
|
$
|
1,200
|
|
9 years
|
Software
|
2
|
|
5 years
|
|
Trademarks
|
30
|
|
3 years
|
|
Customer-related
|
1,755
|
|
19 years
|
|
Total
|
$
|
2,987
|
|
15 years
|
Amortization Expense
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||||
Other intangible assets, excluding software
|
$
|
122
|
|
|
$
|
109
|
|
|
$
|
225
|
|
|
$
|
211
|
|
Software, included in “Cost of sales”
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
37
|
|
|
$
|
35
|
|
HSC Group at June 1, 2016
|
Ownership Interest
|
|
|
Investment
|
|
|
Balance Sheet Classification
|
|
In millions
|
||||||||
Hemlock Semiconductor L.L.C.
(1)
|
50.1
|
%
|
|
$
|
(958
|
)
|
|
Other noncurrent obligations
|
DC HSC Holdings LLC
(2)
|
50.0
|
%
|
|
$
|
571
|
|
|
Investment in nonconsolidated affiliates
|
(1)
|
Hemlock Semiconductor L.L.C. is a nonconsolidated variable interest entity. See Note
14
for additional information.
|
(2)
|
DC HSC Holdings LLC holds an
80.5 percent
indirect ownership interest in Hemlock Semiconductor Operations.
|
Fair Value of Financial Instruments
|
|||||||||||||||||||||||||||||||
|
At June 30, 2016
|
|
At December 31, 2015
|
||||||||||||||||||||||||||||
In millions
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
||||||||
Marketable securities:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government debt
(2)
|
$
|
572
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
614
|
|
|
$
|
597
|
|
|
$
|
22
|
|
|
$
|
(7
|
)
|
|
$
|
612
|
|
Corporate bonds
|
671
|
|
|
47
|
|
|
(3
|
)
|
|
715
|
|
|
633
|
|
|
26
|
|
|
(8
|
)
|
|
651
|
|
||||||||
Total debt securities
|
$
|
1,243
|
|
|
$
|
89
|
|
|
$
|
(3
|
)
|
|
$
|
1,329
|
|
|
$
|
1,230
|
|
|
$
|
48
|
|
|
$
|
(15
|
)
|
|
$
|
1,263
|
|
Equity securities
|
579
|
|
|
101
|
|
|
(49
|
)
|
|
631
|
|
|
555
|
|
|
108
|
|
|
(60
|
)
|
|
603
|
|
||||||||
Total marketable securities
|
$
|
1,822
|
|
|
$
|
190
|
|
|
$
|
(52
|
)
|
|
$
|
1,960
|
|
|
$
|
1,785
|
|
|
$
|
156
|
|
|
$
|
(75
|
)
|
|
$
|
1,866
|
|
Long-term debt including debt due within one year
(3)
|
$
|
(21,111
|
)
|
|
$
|
17
|
|
|
$
|
(2,306
|
)
|
|
$
|
(23,400
|
)
|
|
$
|
(16,756
|
)
|
|
$
|
424
|
|
|
$
|
(1,668
|
)
|
|
$
|
(18,000
|
)
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Commodities
(4)
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
(222
|
)
|
|
$
|
(205
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(248
|
)
|
|
$
|
(242
|
)
|
Foreign currency
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
(139
|
)
|
|
$
|
(85
|
)
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
(32
|
)
|
|
$
|
77
|
|
(1)
|
Included in “Other investments” in the consolidated balance sheets.
|
(2)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(3)
|
Cost includes fair value hedge adjustments of
$18 million
at
June 30, 2016
and
$18 million
at
December 31, 2015
.
|
(4)
|
Presented net of cash collateral, as disclosed in Note
9
.
|
Investing Results
|
Six Months Ended
|
||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||
Proceeds from sales of available-for-sale securities
|
$
|
331
|
|
|
$
|
195
|
|
Gross realized gains
|
$
|
23
|
|
|
$
|
31
|
|
Gross realized losses
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Temporarily Impaired Securities at June 30, 2016
|
|||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
In millions
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value |
|
|
Unrealized
Losses |
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
||||||
Corporate bonds
|
$
|
45
|
|
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
(1
|
)
|
|
$
|
58
|
|
|
$
|
(2
|
)
|
Equity securities
|
30
|
|
|
(5
|
)
|
|
143
|
|
|
(44
|
)
|
|
173
|
|
|
(49
|
)
|
||||||
Total temporarily impaired securities
|
$
|
75
|
|
|
$
|
(6
|
)
|
|
$
|
156
|
|
|
$
|
(45
|
)
|
|
$
|
231
|
|
|
$
|
(51
|
)
|
Temporarily Impaired Securities at December 31, 2015
|
|||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
In millions
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value |
|
|
Unrealized
Losses |
|
|
Fair Value
|
|
|
Unrealized Losses
|
|
||||||
Government debt
(1)
|
$
|
251
|
|
|
$
|
(7
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
$
|
(7
|
)
|
Corporate bonds
|
175
|
|
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
176
|
|
|
(8
|
)
|
||||||
Equity securities
|
197
|
|
|
(54
|
)
|
|
10
|
|
|
(6
|
)
|
|
207
|
|
|
(60
|
)
|
||||||
Total temporarily impaired securities
|
$
|
623
|
|
|
$
|
(69
|
)
|
|
$
|
12
|
|
|
$
|
(6
|
)
|
|
$
|
635
|
|
|
$
|
(75
|
)
|
(1)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities' obligations.
|
Fair Value of Derivative Instruments
In millions
|
Balance Sheet Classification
|
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Other current assets
|
|
$
|
14
|
|
|
$
|
3
|
|
Commodities
|
Deferred charges and other assets
|
|
3
|
|
|
—
|
|
||
Foreign currency
|
Other current assets
|
|
8
|
|
|
5
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
25
|
|
|
$
|
8
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Deferred charges and other assets
|
|
$
|
1
|
|
|
$
|
4
|
|
Foreign currency
|
Accounts and notes receivable – Other
|
|
155
|
|
|
156
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
156
|
|
|
$
|
160
|
|
Total asset derivatives
|
|
|
$
|
181
|
|
|
$
|
168
|
|
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Interest rates
|
Accrued and other current liabilities
|
|
$
|
7
|
|
|
$
|
4
|
|
Interest rates
|
Other noncurrent obligations
|
|
2
|
|
|
—
|
|
||
Commodities
|
Accrued and other current liabilities
|
|
23
|
|
|
28
|
|
||
Commodities
|
Other noncurrent obligations
|
|
200
|
|
|
234
|
|
||
Foreign currency
|
Accrued and other current liabilities
|
|
12
|
|
|
1
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
244
|
|
|
$
|
267
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Other noncurrent obligations
|
|
$
|
8
|
|
|
$
|
—
|
|
Foreign currency
|
Accounts payable – Other
|
|
236
|
|
|
83
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
244
|
|
|
$
|
83
|
|
Total liability derivatives
|
|
|
$
|
488
|
|
|
$
|
350
|
|
Basis of Fair Value Measurements
on a Recurring Basis
at June 30, 2016
In millions
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Counterparty
and Cash
Collateral
Netting
(1)
|
|
|
Total
|
|
|||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents and other current assets
(2)
|
$
|
—
|
|
|
$
|
1,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
1,149
|
|
|||||
Equity securities
(4)
|
593
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
631
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
614
|
|
|
—
|
|
|
—
|
|
|
614
|
|
|||||
Corporate bonds
|
—
|
|
|
664
|
|
|
51
|
|
|
—
|
|
|
715
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodities
|
13
|
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
17
|
|
|||||
Foreign currency
|
—
|
|
|
163
|
|
|
—
|
|
|
(109
|
)
|
|
54
|
|
|||||
Total assets at fair value
|
$
|
606
|
|
|
$
|
3,418
|
|
|
$
|
1,200
|
|
|
$
|
(110
|
)
|
|
$
|
5,114
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
23,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,400
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Commodities
|
2
|
|
|
229
|
|
|
—
|
|
|
(9
|
)
|
|
222
|
|
|||||
Foreign currency
|
—
|
|
|
248
|
|
|
—
|
|
|
(109
|
)
|
|
139
|
|
|||||
Total liabilities at fair value
|
$
|
2
|
|
|
$
|
23,886
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
23,770
|
|
(1)
|
Cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
(2)
|
Treasury Bills and money market funds included in "Cash and cash equivalents" and "Other current assets" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
(3)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets. See Note
12
for additional information on transfers of financial assets.
|
(4)
|
The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets.
|
(5)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(6)
|
See Note
8
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
8
for information on fair value measurements of long-term debt.
|
Basis of Fair Value Measurements
on a Recurring Basis
at December 31, 2015
In millions
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Counterparty
and Cash
Collateral
Netting
(1)
|
|
|
Total
|
|
|||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
(2)
|
$
|
—
|
|
|
$
|
5,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,043
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
943
|
|
|
—
|
|
|
943
|
|
|||||
Equity securities
(4)
|
564
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
603
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
612
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|||||
Corporate bonds
|
—
|
|
|
651
|
|
|
—
|
|
|
—
|
|
|
651
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodities
|
5
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
6
|
|
|||||
Foreign currency
|
—
|
|
|
161
|
|
|
—
|
|
|
(52
|
)
|
|
109
|
|
|||||
Total assets at fair value
|
$
|
569
|
|
|
$
|
6,508
|
|
|
$
|
943
|
|
|
$
|
(53
|
)
|
|
$
|
7,967
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
18,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,000
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Commodities
|
6
|
|
|
256
|
|
|
—
|
|
|
(14
|
)
|
|
248
|
|
|||||
Foreign currency
|
—
|
|
|
84
|
|
|
—
|
|
|
(52
|
)
|
|
32
|
|
|||||
Total liabilities at fair value
|
$
|
6
|
|
|
$
|
18,344
|
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
18,284
|
|
(1)
|
Cash collateral amounts represent the estimated net settlement amount when applying netting and set-off rights included in master netting arrangements between the Company and its counterparties and the payable or receivable for cash collateral held or placed with the same counterparty.
|
(2)
|
Treasury Bills and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value.
|
(3)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets. See Note
12
for additional information on transfers of financial assets.
|
(4)
|
The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets.
|
(5)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations.
|
(6)
|
See Note
8
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
8
for information on fair value measurements of long-term debt.
|
Fair Value Measurements Using Level 3 Inputs
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Interests Held in Trade Receivable Conduits
(1)
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Balance at beginning of period
|
$
|
1,195
|
|
|
$
|
1,263
|
|
|
$
|
943
|
|
|
$
|
1,328
|
|
Loss included in earnings
(2)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||
Purchases
|
520
|
|
|
222
|
|
|
960
|
|
|
441
|
|
||||
Settlements
|
(566
|
)
|
|
(428
|
)
|
|
(753
|
)
|
|
(713
|
)
|
||||
Balance at end of period
|
$
|
1,149
|
|
|
$
|
1,056
|
|
|
$
|
1,149
|
|
|
$
|
1,056
|
|
(1)
|
Included in “Accounts and notes receivable – Other” in the consolidated balance sheets.
|
(2)
|
Included in “Selling, general and administrative expenses” in the consolidated statements of income.
|
Basis of Fair Value Measurements
on a Nonrecurring Basis
at June 30, 2016
|
|
Significant
Other Unobservable Inputs |
|
|
Significant
Other Unobservable Inputs |
|
|
Total
Losses
|
|
|||
In millions
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
2016
|
|
|||
Assets at fair value:
|
|
|
|
|
|
|
||||||
Long-lived assets, investments and other assets
|
|
$
|
11
|
|
|
$
|
45
|
|
|
$
|
(153
|
)
|
Sundry Income (Expense) - Net
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Gain on ownership restructure of Dow Corning
(1)
|
$
|
2,445
|
|
|
$
|
—
|
|
|
$
|
2,445
|
|
|
$
|
—
|
|
Settlement of the urethane matters class action lawsuit and opt-out cases
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,235
|
)
|
|
$
|
—
|
|
Gain on divestiture of ANGUS Chemical Company
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
670
|
|
Gain on Univation step acquisition
(1)
|
$
|
—
|
|
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
361
|
|
•
|
Future claim filing levels in the Settlement Facility will be similar to the RSP;
|
•
|
Future acceptance rates, disease mix, and payment values will be materially consistent with historical experience;
|
•
|
No material negative outcomes in future controversies or disputes over Plan interpretation will occur; and
|
•
|
The Plan will not be modified.
|
|
Guarantees at June 30, 2016
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
||
Guarantees
|
2021
|
|
$
|
4,888
|
|
|
$
|
85
|
|
Residual value guarantees
|
2025
|
|
914
|
|
|
114
|
|
||
Total guarantees
|
|
|
$
|
5,802
|
|
|
$
|
199
|
|
Guarantees at December 31, 2015
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
||
Guarantees
|
2021
|
|
$
|
4,910
|
|
|
$
|
102
|
|
Residual value guarantees
|
2025
|
|
912
|
|
|
117
|
|
||
Total guarantees
|
|
|
$
|
5,822
|
|
|
$
|
219
|
|
Warranty Accrual
|
Jun 30,
2016 |
|
|
Dec 31, 2015
|
|
||
In millions
|
|||||||
Balance at January 1
|
$
|
93
|
|
|
$
|
107
|
|
Accruals related to existing warranties
(1)
|
11
|
|
|
5
|
|
||
Settlements
|
(16
|
)
|
|
(19
|
)
|
||
Balance at end of period
|
$
|
88
|
|
|
$
|
93
|
|
(1)
|
In the second quarter of 2016, the Company recorded a pretax charge of
$10 million
as part of the 2016 restructuring charge. The charge was included in "Restructuring charges" in the consolidated statements of income and reflected in Infrastructure Solutions. See Note
3
for additional information.
|
Interests Held
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
In millions
|
|
||||||
Carrying value of interests held
|
$
|
1,149
|
|
|
$
|
943
|
|
Percentage of anticipated credit losses
|
0.38
|
%
|
|
0.34
|
%
|
||
Impact to carrying value - 10% adverse change
|
$
|
1
|
|
|
$
|
1
|
|
Impact to carrying value - 20% adverse change
|
$
|
2
|
|
|
$
|
1
|
|
Cash Proceeds
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sale of receivables
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Collections reinvested in revolving receivables
|
$
|
5,429
|
|
|
$
|
6,129
|
|
|
$
|
9,977
|
|
|
$
|
11,590
|
|
Interests in conduits
(1)
|
$
|
566
|
|
|
$
|
428
|
|
|
$
|
753
|
|
|
$
|
713
|
|
(1)
|
Presented in "Operating Activities" in the consolidated statements of cash flows.
|
Trade Accounts Receivable Sold
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
In millions
|
|
||||||
Delinquencies on sold receivables still outstanding
|
$
|
48
|
|
|
$
|
97
|
|
Trade accounts receivable outstanding and derecognized
|
$
|
2,268
|
|
|
$
|
2,152
|
|
Notes Payable
In millions
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
Notes payable to banks and other lenders
|
$
|
197
|
|
|
$
|
277
|
|
Notes payable to related companies
|
32
|
|
|
171
|
|
||
Notes payable trade
|
6
|
|
|
6
|
|
||
Total notes payable
|
$
|
235
|
|
|
$
|
454
|
|
Period-end average interest rates
|
5.14
|
%
|
|
4.00
|
%
|
Long-Term Debt
In millions
|
2016
Average
Rate
|
|
|
Jun 30,
2016 |
|
|
2015
Average
Rate
|
|
|
Dec 31,
2015 |
|
||
Promissory notes and debentures:
|
|
|
|
|
|
|
|
||||||
Final maturity 2016
|
9.80
|
%
|
|
$
|
3
|
|
|
2.64
|
%
|
|
$
|
356
|
|
Final maturity 2017
|
6.06
|
%
|
|
442
|
|
|
6.06
|
%
|
|
442
|
|
||
Final maturity 2018
|
5.78
|
%
|
|
339
|
|
|
5.78
|
%
|
|
339
|
|
||
Final maturity 2019
|
8.55
|
%
|
|
2,123
|
|
|
8.55
|
%
|
|
2,123
|
|
||
Final maturity 2020
|
4.46
|
%
|
|
1,547
|
|
|
4.46
|
%
|
|
1,547
|
|
||
Final maturity 2021
|
4.72
|
%
|
|
1,424
|
|
|
4.72
|
%
|
|
1,424
|
|
||
Final maturity 2022 and thereafter
|
5.54
|
%
|
|
8,448
|
|
|
5.54
|
%
|
|
8,448
|
|
||
Other facilities:
|
|
|
|
|
|
|
|
||||||
U.S. dollar loans, various rates and maturities
|
1.30
|
%
|
|
4,610
|
|
|
2.32
|
%
|
|
125
|
|
||
Foreign currency loans, various rates and maturities
|
3.42
|
%
|
|
999
|
|
|
2.74
|
%
|
|
856
|
|
||
Medium-term notes, varying maturities through 2025
|
3.76
|
%
|
|
1,080
|
|
|
3.79
|
%
|
|
1,082
|
|
||
Tax-exempt bonds, varying maturities through 2038
|
5.66
|
%
|
|
343
|
|
|
5.66
|
%
|
|
343
|
|
||
Capital lease obligations
|
—
|
|
|
144
|
|
|
—
|
|
|
76
|
|
||
Unamortized debt discount and issuance costs
|
—
|
|
|
(391
|
)
|
|
—
|
|
|
(405
|
)
|
||
Long-term debt due within one year
(1)
|
—
|
|
|
(259
|
)
|
|
—
|
|
|
(541
|
)
|
||
Long-term debt
|
—
|
|
|
$
|
20,852
|
|
|
—
|
|
|
$
|
16,215
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs of
$16 million
at
June 30, 2016
and
$9 million
at
December 31, 2015
.
|
Annual Installments on Long-Term Debt
For Next Five Years at June 30, 2016
In millions
|
|||
2016
|
$
|
138
|
|
2017
|
$
|
655
|
|
2018
|
$
|
5,256
|
|
2019
|
$
|
2,388
|
|
2020
|
$
|
1,769
|
|
2021
|
$
|
1,518
|
|
Committed and Available Credit Facilities at June 30, 2016
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Credit Available
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility ("Revolving Credit Facility")
|
|
March 2015
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
March 2020
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2017
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
280
|
|
|
280
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
200
|
|
|
200
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
August 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
May 2016
|
|
200
|
|
|
200
|
|
|
May 2018
|
|
Floating rate
|
||
DCC Term Loan Facility
(1)
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,680
|
|
|
$
|
6,180
|
|
|
|
|
|
(1)
|
Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of the Company as of June 1, 2016.
|
Assets and Liabilities of Consolidated VIEs
In millions
|
Jun 30,
2016 |
|
|
Dec 31,
2015 |
|
||
Cash and cash equivalents
|
$
|
109
|
|
|
$
|
158
|
|
Other current assets
|
105
|
|
|
112
|
|
||
Property
|
1,054
|
|
|
1,717
|
|
||
Other noncurrent assets
|
62
|
|
|
65
|
|
||
Total assets
(1)
|
$
|
1,330
|
|
|
$
|
2,052
|
|
Current liabilities (nonrecourse 2016: $270; 2015: $256)
|
$
|
270
|
|
|
$
|
258
|
|
Long-term debt (nonrecour
se 2016: $393; 2015: $
487)
|
393
|
|
|
504
|
|
||
Other noncurrent liabilities (nonrecourse 2016: $51; 2015: $51)
|
51
|
|
|
51
|
|
||
Total liabilities
|
$
|
714
|
|
|
$
|
813
|
|
Plan Assets and Obligations for all Significant Plans Assumed from Dow Corning at June 1, 2016
|
Defined Benefit Pension Plans
|
|
|
Other Postretirement Benefits
|
|
||
In millions
|
|
||||||
Fair value of plan assets
|
$
|
2,327
|
|
|
$
|
—
|
|
Projected benefit obligations
|
3,252
|
|
|
313
|
|
||
Net liability assumed
|
$
|
925
|
|
|
$
|
313
|
|
Balance Sheet Classification for all Significant Plans Assumed from Dow Corning at June 1, 2016
|
Defined Benefit Pension Plans
|
|
|
Other Postretirement Benefits
|
|
||
In millions
|
|
||||||
Other assets
|
$
|
4
|
|
|
$
|
—
|
|
Accrued and other current liabilities
|
(9
|
)
|
|
(18
|
)
|
||
Pension and other postretirement benefits - noncurrent
|
(920
|
)
|
|
(295
|
)
|
||
Net liability assumed
|
$
|
(925
|
)
|
|
$
|
(313
|
)
|
Net Periodic Benefit Cost for All Significant Plans
(1)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
111
|
|
|
$
|
123
|
|
|
$
|
215
|
|
|
$
|
248
|
|
Interest cost
|
207
|
|
|
242
|
|
|
404
|
|
|
486
|
|
||||
Expected return on plan assets
|
(356
|
)
|
|
(341
|
)
|
|
(698
|
)
|
|
(685
|
)
|
||||
Amortization of prior service credit
|
(6
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(14
|
)
|
||||
Amortization of net loss
|
148
|
|
|
182
|
|
|
294
|
|
|
366
|
|
||||
Net periodic benefit cost
|
$
|
104
|
|
|
$
|
199
|
|
|
$
|
203
|
|
|
$
|
401
|
|
|
|
|
|
|
|
|
|
||||||||
Other Postretirement Benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
8
|
|
Interest cost
|
12
|
|
|
15
|
|
|
24
|
|
|
30
|
|
||||
Amortization of prior service credit
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Amortization of net gain
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(6
|
)
|
||||
Net periodic benefit cost
|
$
|
13
|
|
|
$
|
15
|
|
|
$
|
25
|
|
|
$
|
30
|
|
(1)
|
Net periodic benefit cost for the three- and six-month periods ended June 30, 2016, includes one month of net periodic benefit cost for Dow Corning -
$3 million
for defined benefit pension plans and
$1 million
for other postretirement benefits.
|
•
|
3.0 million
stock options with a weighted-average exercise price of
$46.01
per share and a weighted-average fair value of
$10.95
per share;
|
•
|
2.1 million
shares of deferred stock with a weighted-average fair value of
$46.01
per share; and
|
•
|
2.3 million
shares of performance deferred stock with a weighted-average fair value of
$52.68
per share.
|
•
|
32,160
shares of restricted stock with a weighted-average fair value of
$50.55
per share.
|
Total Unrecognized Compensation Cost at June 30, 2016
|
Unrecognized
Compensation
Cost
|
|
|
Remaining Weighted-average
Recognition
Period (Years)
|
|
|
In millions
|
|
|||||
Unvested stock options
|
$
|
34
|
|
|
.78
|
|
Deferred stock awards
|
$
|
124
|
|
|
.91
|
|
Performance deferred stock awards
|
$
|
141
|
|
|
.82
|
|
Net Income for Earnings Per Share Calculations - Basic
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net income attributable to The Dow Chemical Company
|
$
|
3,208
|
|
|
$
|
1,220
|
|
|
$
|
3,462
|
|
|
$
|
2,698
|
|
Preferred stock dividends
|
(85
|
)
|
|
(85
|
)
|
|
(170
|
)
|
|
(170
|
)
|
||||
Net income attributable to participating securities
(1)
|
(18
|
)
|
|
(7
|
)
|
|
(19
|
)
|
|
(17
|
)
|
||||
Net income attributable to common stockholders
|
$
|
3,105
|
|
|
$
|
1,128
|
|
|
$
|
3,273
|
|
|
$
|
2,511
|
|
Earnings Per Share Calculations - Basic
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Dollars per share
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net income attributable to The Dow Chemical Company
|
$
|
2.88
|
|
|
$
|
1.07
|
|
|
$
|
3.13
|
|
|
$
|
2.37
|
|
Preferred stock dividends
|
(0.07
|
)
|
|
(0.08
|
)
|
|
(0.15
|
)
|
|
(0.15
|
)
|
||||
Net income attributable to participating securities
(1)
|
(0.02
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
||||
Net income attributable to common stockholders
|
$
|
2.79
|
|
|
$
|
0.99
|
|
|
$
|
2.96
|
|
|
$
|
2.21
|
|
Net Income for Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net income attributable to The Dow Chemical Company
|
$
|
3,208
|
|
|
$
|
1,220
|
|
|
$
|
3,462
|
|
|
$
|
2,698
|
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to participating securities
(1)
|
(18
|
)
|
|
(7
|
)
|
|
(19
|
)
|
|
(17
|
)
|
||||
Net income attributable to common stockholders
|
$
|
3,190
|
|
|
$
|
1,213
|
|
|
$
|
3,443
|
|
|
$
|
2,681
|
|
Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Dollars per share
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net income attributable to The Dow Chemical Company
|
$
|
2.62
|
|
|
$
|
0.97
|
|
|
$
|
2.84
|
|
|
$
|
2.16
|
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to participating securities
(1)
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Net income attributable to common stockholders
|
$
|
2.61
|
|
|
$
|
0.97
|
|
|
$
|
2.83
|
|
|
$
|
2.15
|
|
Share Count Information
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
Shares in millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
Weighted-average common shares - basic
|
1,111.1
|
|
|
1,138.1
|
|
|
1,107.0
|
|
|
1,136.9
|
|
Plus dilutive effect of stock options and awards
|
14.9
|
|
|
14.5
|
|
|
14.7
|
|
|
14.3
|
|
Plus dilutive effect of assumed conversion of preferred stock
|
96.8
|
|
|
96.8
|
|
|
96.8
|
|
|
96.8
|
|
Weighted-average common shares - diluted
|
1,222.8
|
|
|
1,249.4
|
|
|
1,218.5
|
|
|
1,248.0
|
|
Stock options and deferred stock awards excluded from EPS calculations
(2)
|
3.0
|
|
|
3.0
|
|
|
3.7
|
|
|
4.7
|
|
(1)
|
Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares.
|
(2)
|
These outstanding options to purchase shares of common stock and deferred stock awards were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
|
Total Gross Unrecognized Tax Benefits
In millions
|
|
Jun 30, 2016
|
|
|
Dec 31, 2015
|
|
||
Balance at January 1
|
|
$
|
280
|
|
|
$
|
240
|
|
Increases related to positions taken on items from prior years
|
|
303
|
|
|
92
|
|
||
Decreases related to positions taken on items from prior years
|
|
—
|
|
|
(6
|
)
|
||
Increases related to positions taken in the current year
(1)
|
|
133
|
|
|
10
|
|
||
Settlement of uncertain tax positions with tax authorities
|
|
—
|
|
|
(56
|
)
|
||
Decreases due to expiration of statutes of limitations
|
|
(1
|
)
|
|
—
|
|
||
Balance at end of period
|
|
$
|
715
|
|
|
$
|
280
|
|
(1)
|
Includes
$128 million
related to the DCC Transaction.
|
Accumulated Other Comprehensive Loss
|
Six Months Ended
|
||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||
Unrealized Gains on Investments at beginning of year
|
$
|
47
|
|
|
$
|
141
|
|
Net change in unrealized gains
|
48
|
|
|
18
|
|
||
Reclassification to earnings - Net Sales (net of tax of $(8), $(10))
(1)
|
(14
|
)
|
|
(18
|
)
|
||
Reclassification to earnings - Sundry income (expense) - net (net of tax of $-, $-)
(1)
|
—
|
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
81
|
|
|
$
|
140
|
|
Cumulative Translation Adjustments at beginning of year
|
(1,737
|
)
|
|
(751
|
)
|
||
Translation adjustments
|
246
|
|
|
(624
|
)
|
||
Reclassification to earnings - Sundry income (expense) - net
|
(4
|
)
|
|
4
|
|
||
Balance at end of period
|
$
|
(1,495
|
)
|
|
$
|
(1,371
|
)
|
Pension and Other Postretirement Benefit Plans at beginning of year
|
(6,769
|
)
|
|
(7,321
|
)
|
||
Adjustments to pension and other postretirement benefit plans (net of tax of $90, $117)
(1) (2)
|
187
|
|
|
248
|
|
||
Reclassification to earnings - Sundry income (expense) - net
(3)
|
360
|
|
|
—
|
|
||
Balance at end of period
|
$
|
(6,222
|
)
|
|
$
|
(7,073
|
)
|
Accumulated Derivative Loss at beginning of year
|
(208
|
)
|
|
(86
|
)
|
||
Net hedging results
|
(30
|
)
|
|
(25
|
)
|
||
Reclassification to earnings - Cost of sales (net of tax of $9, $4)
(1)
|
29
|
|
|
5
|
|
||
Balance at end of period
|
$
|
(209
|
)
|
|
$
|
(106
|
)
|
Total Accumulated Other Comprehensive Loss
|
$
|
(7,845
|
)
|
|
$
|
(8,410
|
)
|
(1)
|
Tax amounts are included in "Provision for income taxes" in the consolidated statements of income.
|
(2)
|
Included in "Net periodic benefit cost." See Note
15
for additional information.
|
(3)
|
Related to the DCC Transaction. See Note
4
for additional information.
|
Non-redeemable Noncontrolling Interests
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||||
Balance at beginning of period
|
$
|
835
|
|
|
$
|
977
|
|
|
$
|
809
|
|
|
$
|
931
|
|
Net income (loss) attributable to noncontrolling interests
|
19
|
|
|
(23
|
)
|
|
40
|
|
|
18
|
|
||||
Distributions to noncontrolling interests
(1)
|
(41
|
)
|
|
(15
|
)
|
|
(52
|
)
|
|
(24
|
)
|
||||
Capital contributions
(2)
|
—
|
|
|
23
|
|
|
—
|
|
|
37
|
|
||||
Transfers of redeemable noncontrolling interests
(3)
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(114
|
)
|
||||
Cumulative translation adjustments
|
10
|
|
|
(9
|
)
|
|
27
|
|
|
(9
|
)
|
||||
Acquisition of noncontrolling interests
(4)
|
473
|
|
|
—
|
|
|
473
|
|
|
—
|
|
||||
Other
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
1,298
|
|
|
$
|
839
|
|
|
$
|
1,298
|
|
|
$
|
839
|
|
(1)
|
Distributions to noncontrolling interests is net of $14 million in 2016 for dividends paid to a joint venture which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the consolidated statements of income.
|
(2)
|
Includes non-cash capital contributions of
$21 million
at June 30, 2015.
|
(3)
|
Related to a noncontrolling interest that was included as part of the split-off of the chlorine value chain on October 5, 2015.
|
(4)
|
Assumed in the DCC Transaction. See Note
4
for additional information.
|
Operating Segment Information
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales by operating segment
|
|
|
|
|
|
|
|
||||||||
Agricultural Sciences
|
$
|
1,577
|
|
|
$
|
1,747
|
|
|
$
|
3,223
|
|
|
$
|
3,611
|
|
Consumer Solutions
|
1,265
|
|
|
1,096
|
|
|
2,319
|
|
|
2,219
|
|
||||
Infrastructure Solutions
|
2,085
|
|
|
1,961
|
|
|
3,679
|
|
|
3,789
|
|
||||
Performance Materials & Chemicals
|
2,264
|
|
|
3,241
|
|
|
4,445
|
|
|
6,450
|
|
||||
Performance Plastics
|
4,694
|
|
|
4,806
|
|
|
8,859
|
|
|
9,075
|
|
||||
Corporate
|
67
|
|
|
59
|
|
|
130
|
|
|
136
|
|
||||
Total
|
$
|
11,952
|
|
|
$
|
12,910
|
|
|
$
|
22,655
|
|
|
$
|
25,280
|
|
EBITDA
(1)
by operating segment
|
|
|
|
|
|
|
|
||||||||
Agricultural Sciences
|
$
|
228
|
|
|
$
|
255
|
|
|
$
|
631
|
|
|
$
|
664
|
|
Consumer Solutions
|
1,575
|
|
|
169
|
|
|
1,885
|
|
|
455
|
|
||||
Infrastructure Solutions
|
1,390
|
|
|
240
|
|
|
1,683
|
|
|
535
|
|
||||
Performance Materials & Chemicals
|
301
|
|
|
572
|
|
|
(599
|
)
|
|
1,795
|
|
||||
Performance Plastics
|
1,237
|
|
|
1,503
|
|
|
2,228
|
|
|
2,488
|
|
||||
Corporate
|
(504
|
)
|
|
(362
|
)
|
|
(648
|
)
|
|
(497
|
)
|
||||
Total
|
$
|
4,227
|
|
|
$
|
2,377
|
|
|
$
|
5,180
|
|
|
$
|
5,440
|
|
Equity in earnings (losses) of nonconsolidated affiliates by operating segment (included in EBITDA)
|
|||||||||||||||
Agricultural Sciences
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
Consumer Solutions
|
18
|
|
|
19
|
|
|
38
|
|
|
39
|
|
||||
Infrastructure Solutions
|
45
|
|
|
35
|
|
|
96
|
|
|
111
|
|
||||
Performance Materials & Chemicals
|
(12
|
)
|
|
122
|
|
|
(43
|
)
|
|
177
|
|
||||
Performance Plastics
|
45
|
|
|
101
|
|
|
44
|
|
|
124
|
|
||||
Corporate
|
(3
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|
(11
|
)
|
||||
Total
|
$
|
82
|
|
|
$
|
272
|
|
|
$
|
121
|
|
|
$
|
440
|
|
(1)
|
The Company uses EBITDA (which Dow defines as earnings (i.e., "Net Income") before interest, income taxes, depreciation and amortization) as its measure of profit/loss for segment reporting purposes. EBITDA by operating segment includes all operating items relating to the businesses; items that principally apply to the Company as a whole are assigned to Corporate. A reconciliation of EBITDA to "Income Before Income Taxes" is provided below:
|
Reconciliation of EBITDA to “Income Before Income Taxes”
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
EBITDA
|
$
|
4,227
|
|
|
$
|
2,377
|
|
|
$
|
5,180
|
|
|
$
|
5,440
|
|
- Depreciation and amortization
|
680
|
|
|
642
|
|
|
1,287
|
|
|
1,276
|
|
||||
+ Interest income
|
18
|
|
|
11
|
|
|
38
|
|
|
28
|
|
||||
- Interest expense and amortization of debt discount
|
208
|
|
|
232
|
|
|
409
|
|
|
473
|
|
||||
Income Before Income Taxes
|
$
|
3,357
|
|
|
$
|
1,514
|
|
|
$
|
3,522
|
|
|
$
|
3,719
|
|
Geographic Areas
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales by geographic area
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
4,252
|
|
|
$
|
4,594
|
|
|
$
|
8,052
|
|
|
$
|
8,921
|
|
Europe, Middle East, Africa and India
|
3,730
|
|
|
4,086
|
|
|
7,254
|
|
|
8,060
|
|
||||
Rest of World
|
3,970
|
|
|
4,230
|
|
|
7,349
|
|
|
8,299
|
|
||||
Total
|
$
|
11,952
|
|
|
$
|
12,910
|
|
|
$
|
22,655
|
|
|
$
|
25,280
|
|
•
|
The Company reported sales in the
second
quarter of
2016
of
$12.0 billion
, down 7 percent from
$12.9 billion
in the
second
quarter of
2015
, with declines across all operating segments, except Consumer Solutions and Infrastructure Solutions, and all geographic areas.
|
•
|
Price was down 9 percent compared with the same period last year, driven primarily by lower feedstock and raw material prices and pricing pressures. Price declined in all operating segments and geographic areas, including double-digit declines in Performance Plastics (down 14 percent), Performance Materials & Chemicals (down 11 percent) as well as North America and Latin America (each down 10 percent).
|
•
|
Volume increased 2 percent compared with the
second
quarter of
2015
, as increases in Consumer Solutions (up 19 percent) and Infrastructure Solutions and Performance Plastics (each up 12 percent) more than offset decreases in Performance Materials & Chemicals (down 19 percent) and Agricultural Sciences (down 8 percent). Volume increased in Asia Pacific (up 8 percent), North America (up 2 percent) and Latin America (up 1 percent) and declined in Europe, Middle East, Africa and India ("EMEAI") (down 1 percent). Excluding recent acquisitions and divestitures
(1)
, volume was up 4 percent. On the same basis, volume increased in Performance Plastics (up 13 percent) and Consumer Solutions (up 4 percent), declined in Infrastructure Solutions (down 2 percent) and Agricultural Sciences (down 7 percent) and remained flat in Performance Materials & Chemicals. Volume increased in Asia Pacific (up 7 percent), EMEAI and Latin America (both up 4 percent) and North America (up 3 percent).
|
•
|
Purchased feedstock and energy costs, which account for approximately one-third of Dow’s total costs, decreased approximately $570 million (18 percent) compared with the
second
quarter of
2015
, primarily due to lower naphtha, condensate, natural gas and monomer costs driven by continued declines in price.
|
•
|
On June 27, 2016, the Board of Directors approved a restructuring plan that incorporates actions related to the recent ownership restructure of Dow Corning Corporation (“Dow Corning”). These actions, aligned with Dow’s value growth and synergy targets, will result in a global workforce reduction of approximately
2,500
positions, with most of these positions resulting from synergies related to the Dow Corning transaction. As a result, the Company recorded pretax restructuring charges of
$449 million
in the second quarter of 2016 related to this plan. These actions are expected to be completed during the next
two
years.
|
•
|
Equity earnings were
$82 million
in the
second
quarter of
2016
, down
$190 million
from
$272 million
in the
second
quarter of 2015, primarily due to higher equity losses at Sadara Chemical Company ("Sadara") related to start-up expenses and lower equity earnings from the Kuwait joint ventures resulting from lower monoethylene glycol prices and a reduction in the ownership of MEGlobal (now part of EQUATE Petrochemicals Company K.S.C. ("EQUATE")).
|
•
|
Sundry income (expense) - net was income of $2,550 million in the second quarter of 2016, up $2,165 million from $385 million in the second quarter of 2015, reflecting the gain on the ownership restructure of Dow Corning.
|
•
|
On April 18, 2016, the Company announced that Fernando Ruiz, Corporate Vice President and Treasurer, will retire from Dow later in the year. The Board of Directors elected Gary McGuire to succeed him as Vice President and Treasurer.
|
•
|
On June 1, 2016, the Company announced the closing of the transaction to restructure the ownership of Dow Corning, a former 50:50 joint venture. As a result, Dow is now the 100 percent owner of Dow Corning's silicones business ("DCC Transaction").
|
(1)
|
Excludes prior period sales of recent divestitures including the chlorine value chain, divested on October 5, 2015 (primarily Performance Materials & Chemicals and Performance Plastics), the AgroFresh business, divested on July 31, 2015 (Agricultural Sciences), ANGUS Chemical Company, divested on February 2, 2015 (Performance Materials & Chemicals) and the global Sodium Borohydride business, divested on January 30, 2015 (Performance Materials & Chemicals). Also excludes current period sales related to the ownership restructure of Dow Corning announced on June 1, 2016 (Consumer Solutions and Infrastructure Solutions) and the step acquisition of Univation Technologies, LLC, acquired on May 5, 2015 (Performance Plastics).
|
•
|
On June 9, 2016, DowDuPont's registration statement filed with the U.S. Securities and Exchange Commission on Form S-4 (File No. 333-209869), as amended, was declared effective. The registration statement was filed in connection with the proposed merger with DuPont and includes a joint proxy statement of Dow and DuPont and a prospectus of DowDuPont. Dow held a special meeting of stockholders on July 20, 2016. Stockholders of the Company voted to approve all stockholder proposals necessary to complete the merger of equals transaction.
|
Selected Financial Data
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions, except per share amounts
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Net sales
|
$
|
11,952
|
|
|
$
|
12,910
|
|
|
$
|
22,655
|
|
|
$
|
25,280
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
9,275
|
|
|
$
|
10,146
|
|
|
$
|
17,226
|
|
|
$
|
19,681
|
|
Percent of net sales
|
77.6
|
%
|
|
78.6
|
%
|
|
76.0
|
%
|
|
77.9
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Research and development expenses
|
$
|
399
|
|
|
$
|
429
|
|
|
$
|
760
|
|
|
$
|
812
|
|
Percent of net sales
|
3.3
|
%
|
|
3.3
|
%
|
|
3.4
|
%
|
|
3.2
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
$
|
787
|
|
|
$
|
773
|
|
|
$
|
1,529
|
|
|
$
|
1,525
|
|
Percent of net sales
|
6.6
|
%
|
|
6.0
|
%
|
|
6.7
|
%
|
|
6.0
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Effective tax rate
|
3.9
|
%
|
|
20.9
|
%
|
|
0.6
|
%
|
|
27.0
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income available for common stockholders
|
$
|
3,123
|
|
|
$
|
1,135
|
|
|
$
|
3,292
|
|
|
$
|
2,528
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share – basic
|
$
|
2.79
|
|
|
$
|
0.99
|
|
|
$
|
2.96
|
|
|
$
|
2.21
|
|
Earnings per common share – diluted
|
$
|
2.61
|
|
|
$
|
0.97
|
|
|
$
|
2.83
|
|
|
$
|
2.15
|
|
|
|
|
|
|
|
|
|
||||||||
Operating rate percentage
|
82
|
%
|
|
84
|
%
|
|
85
|
%
|
|
84
|
%
|
Certain Items Impacting Results
|
Pretax Impact
(1)
|
|
Net Income
(2)
|
|
EPS - Diluted
(3) (4)
|
||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||
In millions, except per share amounts (Unaudited)
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||||
Reported U.S. GAAP Amounts (5)(6)
|
|
|
|
|
$
|
3,123
|
|
|
$
|
1,135
|
|
|
$
|
2.61
|
|
|
$
|
0.97
|
|
||||
- Certain items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with portfolio and productivity actions
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Impact of Dow Corning ownership restructure
|
(105
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
||||||
Univation step acquisition
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(0.01
|
)
|
||||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with portfolio and productivity actions
|
(73
|
)
|
|
(6
|
)
|
|
(66
|
)
|
|
(4
|
)
|
|
(0.06
|
)
|
|
—
|
|
||||||
Restructuring charges
|
(454
|
)
|
|
(375
|
)
|
|
(308
|
)
|
|
(246
|
)
|
|
(0.27
|
)
|
|
(0.21
|
)
|
||||||
Equity in earnings of nonconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impact of Dow Corning ownership restructure
|
(22
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||||
Sundry income (expense) - net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impact of Dow Corning ownership restructure
|
2,445
|
|
|
—
|
|
|
2,586
|
|
|
—
|
|
|
2.28
|
|
|
—
|
|
||||||
Univation step acquisition
|
—
|
|
|
361
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
0.31
|
|
||||||
Gain adjustment on split-off of chlorine value chain
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||||
Costs associated with portfolio and productivity actions
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(0.03
|
)
|
||||||
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Uncertain tax position adjustment
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
||||||
Total certain items
|
$
|
1,763
|
|
|
$
|
(75
|
)
|
|
$
|
2,048
|
|
|
$
|
71
|
|
|
$
|
1.81
|
|
|
$
|
0.06
|
|
+ Dilutive effect of assumed preferred stock conversion into shares of common stock
|
|
|
|
|
|
|
|
|
$
|
0.15
|
|
|
N/A
|
|
|||||||||
= Operating Results (Non-GAAP)
|
|
|
|
|
$
|
1,075
|
|
|
$
|
1,064
|
|
|
$
|
0.95
|
|
|
$
|
0.91
|
|
(4)
|
For the three-month periods ended
June 30, 2016
and
June 30, 2015
, conversion of the Company' Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock was excluded from the calculation of "Diluted earnings per share adjusted to exclude certain items" as well as the earnings per share impact of certain items because the effect of including them would have been antidilutive.
|
(5)
|
For the three-month periods ended
June 30, 2016
and
June 30, 2015
, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of diluted earnings per share (reported U.S. GAAP amount).
|
(6)
|
The Company used "Net Income Attributable to The Dow Chemical Company" when calculating diluted earnings per share (reported U.S. GAAP amount) for the three-month periods ended
June 30, 2016
and
June 30, 2015
, as it excludes quarterly preferred dividends of $85 million.
|
Certain Items Impacting Results
|
Pretax Impact
(1)
|
|
Net Income
(2)
|
|
EPS - Diluted
(3) (4)
|
||||||||||||||||||
|
Six Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
In millions, except per share amounts (Unaudited)
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||||||
Reported U.S. GAAP Amounts (5)(6)
|
|
|
|
|
$
|
3,292
|
|
|
$
|
2,528
|
|
|
$
|
2.83
|
|
|
$
|
2.15
|
|
||||
- Certain items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with portfolio and productivity actions
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
||||
Impact of Dow Corning ownership restructure
|
(105
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
||||||
Univation step acquisition
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(0.01
|
)
|
||||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with portfolio and productivity actions
|
(115
|
)
|
|
(6
|
)
|
|
(97
|
)
|
|
(4
|
)
|
|
(0.09
|
)
|
|
—
|
|
||||||
Restructuring charges
|
(454
|
)
|
|
(375
|
)
|
|
(308
|
)
|
|
(246
|
)
|
|
(0.27
|
)
|
|
(0.21
|
)
|
||||||
Equity in earnings of nonconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impact of Dow Corning ownership restructure
|
(22
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||||
Sundry income (expense) - net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impact of Dow Corning ownership restructure
|
2,445
|
|
|
—
|
|
|
2,586
|
|
|
—
|
|
|
2.28
|
|
|
—
|
|
||||||
Urethane matters legal settlements
|
(1,235
|
)
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
|
(0.70
|
)
|
|
—
|
|
||||||
Univation step acquisition
|
—
|
|
|
361
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
0.31
|
|
||||||
Gain adjustment on split-off of chlorine value chain
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||||
Gain on divestiture of ANGUS Chemical Company
|
—
|
|
|
670
|
|
|
—
|
|
|
451
|
|
|
—
|
|
|
0.39
|
|
||||||
Gain on divestiture of Sodium Borohydride business
|
—
|
|
|
18
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(0.01
|
)
|
||||||
Costs associated with portfolio and productivity actions
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(0.05
|
)
|
||||||
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Uncertain tax position adjustment
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
||||||
Total certain items
|
$
|
463
|
|
|
$
|
587
|
|
|
$
|
1,224
|
|
|
$
|
490
|
|
|
$
|
1.07
|
|
|
$
|
0.42
|
|
+ Dilutive effect of assumed preferred stock conversion into shares of common stock
|
|
|
|
|
|
|
|
|
$
|
0.09
|
|
|
$
|
0.03
|
|
||||||||
= Operating Results (Non-GAAP)
|
|
|
|
|
$
|
2,068
|
|
|
$
|
2,038
|
|
|
$
|
1.85
|
|
|
$
|
1.76
|
|
(4)
|
For the six-month periods ended
June 30, 2016
and
June 30, 2015
, conversion of the Company' Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock was excluded from the calculation of "Diluted earnings per share adjusted to exclude certain items" as well as the earnings per share impact of certain items because the effect of including them would have been antidilutive.
|
(5)
|
For the six-month periods ended
June 30, 2016
and
June 30, 2015
, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of diluted earnings per share (reported U.S. GAAP amount).
|
(6)
|
The Company used "Net Income Attributable to The Dow Chemical Company" when calculating diluted earnings per share (reported U.S. GAAP amount) for the six-month periods ended
June 30, 2016
and
June 30, 2015
, as it excludes quarterly preferred dividends of $85 million.
|
Business
|
Applications/Market Segments
|
Technologies
|
Beauty and Personal Care
|
Hair care, skin care, sun care and color cosmetics
|
Innovative beauty care ingredients that help improve product performance and meet the needs of today’s consumers. Notable silicone technologies include elastomers, emulsifiers, rheology modifiers, film formers-resins, gums and acrylates, powders and fluids.
|
Household Care
|
Laundry and fabric care, hard surface care
|
Proven solutions to deliver benefits to both consumers and manufacturers alike. Notable silicone technologies include antifoams, processing aids, polishing gloss aids and softening agents.
|
Healthcare
|
Drug delivery, medical device, wound care and topical ingredient applications
|
Innovative silicone solutions backed by industry application and regulatory expertise. Notable silicone technologies include elastomers, emulsifiers, excipients, tubing and molded assemblies, adhesives, antifoams and fluids.
|
Consumer Goods
|
Electronics, packaging, sporting goods, household goods, infant care
|
Elastomer and thermal plastic technologies with proven performance delivering benefits to consumers around the world in multiple applications. Notable technology includes liquid silicone rubbers, high consistency rubbers, release, TPSiV®, thermoplastic additives and food-grade materials.
|
Automotive
|
Safety, lighting, sealing, electronics, NVH (noise, vibration, harshness), exterior trim
|
Notable technology includes: elastomers, liquid silicone rubbers, high consistency rubbers, thermoplastics, additives, coatings, thermal management materials, sealants and lubricants.
|
Business
|
Applications/Market Segments
|
Technologies
|
High Performance Buildings
|
Commercial glazing, building envelope, construction chemicals, window and door infrastructure
|
Global industry expertise and service that is backed by proven product performance with innovation focus on energy efficiency and sustainable infrastructure. The Company's project and product support and services are complemented by its robust product line including sealant and adhesives, resins, silanes and more.
|
Telecommunications
|
Wire and cable, electrical and high voltage insulation, power transmission, sleeving
|
Elastomers, fluids, pottants, thermal interface materials
|
Lighting
|
Optical devices, LED, lamp and luminaire
|
Elastomers, adhesives and sealants, encapsulants, resins, gels
|
Energy
|
Oil and gas, solar
|
Elastomers, adhesives and sealants, antifoams, demulsifiers, lubricants, encapsulants, potting agents
|
Sales Volume and Price by Operating Segment and
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||
Geographic Area
|
Jun 30, 2016
|
|
Jun 30, 2016
|
||||||||||||||
Percentage change from prior year
|
Volume
|
|
Price
|
|
Total
|
|
Volume
|
|
Price
|
|
Total
|
||||||
Operating segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Agricultural Sciences
|
(8
|
)%
|
|
(2
|
)%
|
|
(10
|
)%
|
|
(8
|
)%
|
|
(3
|
)%
|
|
(11
|
)%
|
Consumer Solutions
|
19
|
|
|
(4
|
)
|
|
15
|
|
|
9
|
|
|
(5
|
)
|
|
4
|
|
Infrastructure Solutions
|
12
|
|
|
(6
|
)
|
|
6
|
|
|
5
|
|
|
(8
|
)
|
|
(3
|
)
|
Performance Materials & Chemicals
|
(19
|
)
|
|
(11
|
)
|
|
(30
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|
(31
|
)
|
Performance Plastics
|
12
|
|
|
(14
|
)
|
|
(2
|
)
|
|
12
|
|
|
(14
|
)
|
|
(2
|
)
|
Total
|
2
|
%
|
|
(9
|
)%
|
|
(7
|
)%
|
|
—
|
%
|
|
(10
|
)%
|
|
(10
|
)%
|
Geographic areas
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
3
|
%
|
|
(10
|
)%
|
|
(7
|
)%
|
|
2
|
%
|
|
(12
|
)%
|
|
(10
|
)%
|
Europe, Middle East, Africa and India
|
(1
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(10
|
)
|
Rest of World
|
4
|
|
|
(10
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(12
|
)
|
Total
|
2
|
%
|
|
(9
|
)%
|
|
(7
|
)%
|
|
—
|
%
|
|
(10
|
)%
|
|
(10
|
)%
|
Sales Volume and Price by Operating Segment and
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||
Geographic Area, Excluding Acquisitions and Divestitures
(1)
|
Jun 30, 2016
|
|
Jun 30, 2016
|
||||||||||||||
Percentage change from prior year
|
Volume
|
|
Price
|
|
Total
|
|
Volume
|
|
Price
|
|
Total
|
||||||
Operating segments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Agricultural Sciences
|
(7
|
)%
|
|
(1
|
)%
|
|
(8
|
)%
|
|
(6
|
)%
|
|
(3
|
)%
|
|
(9
|
)%
|
Consumer Solutions
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
|
(5
|
)
|
|
(3
|
)
|
Infrastructure Solutions
|
(2
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(10
|
)
|
Performance Materials & Chemicals
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
1
|
|
|
(16
|
)
|
|
(15
|
)
|
Performance Plastics
|
13
|
|
|
(14
|
)
|
|
(1
|
)
|
|
13
|
|
|
(14
|
)
|
|
(1
|
)
|
Total
|
4
|
%
|
|
(10
|
)%
|
|
(6
|
)%
|
|
4
|
%
|
|
(11
|
)%
|
|
(7
|
)%
|
Geographic areas
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
4
|
%
|
|
(11
|
)%
|
|
(7
|
)%
|
|
5
|
%
|
|
(12
|
)%
|
|
(7
|
)%
|
Europe, Middle East, Africa and India
|
4
|
|
|
(9
|
)
|
|
(5
|
)
|
|
4
|
|
|
(9
|
)
|
|
(5
|
)
|
Rest of World
|
5
|
|
|
(11
|
)
|
|
(6
|
)
|
|
2
|
|
|
(11
|
)
|
|
(9
|
)
|
Total
|
4
|
%
|
|
(10
|
)%
|
|
(6
|
)%
|
|
4
|
%
|
|
(11
|
)%
|
|
(7
|
)%
|
(1)
|
Excludes prior period sales of recent divestitures including the chlorine value chain, divested on October 5, 2015 (primarily Performance Materials & Chemicals and Performance Plastics), the AgroFresh business, divested on July 31, 2015 (Agricultural Sciences), ANGUS Chemical Company, divested on February 2, 2015 (Performance Materials & Chemicals) and the global Sodium Borohydride business, divested on January 30, 2015 (Performance Materials & Chemicals). Also excludes current period sales related to the ownership restructure of Dow Corning announced on June 1, 2016 (Consumer Solutions and Infrastructure Solutions) and the step acquisition of Univation Technologies, LLC, acquired on May 5, 2015 (Performance Plastics).
|
Agricultural Sciences
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||||
Sales
|
$
|
1,577
|
|
|
$
|
1,747
|
|
|
$
|
3,223
|
|
|
$
|
3,611
|
|
Price change from comparative period
|
(2
|
)%
|
|
N/A
|
|
|
(3
|
)%
|
|
N/A
|
|
||||
Volume change from comparative period
|
(8
|
)%
|
|
N/A
|
|
|
(8
|
)%
|
|
N/A
|
|
||||
Volume change, excluding divestitures
|
(7
|
)%
|
|
N/A
|
|
|
(6
|
)%
|
|
N/A
|
|
||||
Equity losses
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
EBITDA
|
$
|
228
|
|
|
$
|
255
|
|
|
$
|
631
|
|
|
$
|
664
|
|
Certain items impacting EBITDA
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
|
$
|
(4
|
)
|
|
$
|
(14
|
)
|
EBITDA excluding certain items
|
$
|
232
|
|
|
$
|
269
|
|
|
$
|
635
|
|
|
$
|
678
|
|
Consumer Solutions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||||
Sales
|
$
|
1,265
|
|
|
$
|
1,096
|
|
|
$
|
2,319
|
|
|
$
|
2,219
|
|
Price change from comparative period
|
(4
|
)%
|
|
N/A
|
|
|
(5
|
)%
|
|
N/A
|
|
||||
Volume change from comparative period
|
19
|
%
|
|
N/A
|
|
|
9
|
%
|
|
N/A
|
|
||||
Volume change, excluding acquisitions
|
4
|
%
|
|
N/A
|
|
|
2
|
%
|
|
N/A
|
|
||||
Equity earnings
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
38
|
|
|
$
|
39
|
|
EBITDA
|
$
|
1,575
|
|
|
$
|
169
|
|
|
$
|
1,885
|
|
|
$
|
455
|
|
Certain items impacting EBITDA
|
$
|
1,234
|
|
|
$
|
(67
|
)
|
|
$
|
1,234
|
|
|
$
|
(67
|
)
|
EBITDA excluding certain items
|
$
|
341
|
|
|
$
|
236
|
|
|
$
|
651
|
|
|
$
|
522
|
|
Infrastructure Solutions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales
|
$
|
2,085
|
|
|
$
|
1,961
|
|
|
$
|
3,679
|
|
|
$
|
3,789
|
|
Price change from comparative period
|
(6
|
)%
|
|
N/A
|
|
|
(8
|
)%
|
|
N/A
|
|
||||
Volume change from comparative period
|
12
|
%
|
|
N/A
|
|
|
5
|
%
|
|
N/A
|
|
||||
Volume change, excluding acquisitions
|
(2
|
)%
|
|
N/A
|
|
|
(2
|
)%
|
|
N/A
|
|
||||
Equity earnings
|
$
|
45
|
|
|
$
|
35
|
|
|
$
|
96
|
|
|
$
|
111
|
|
EBITDA
|
$
|
1,390
|
|
|
$
|
240
|
|
|
$
|
1,683
|
|
|
$
|
535
|
|
Certain items impacting EBITDA
|
$
|
958
|
|
|
$
|
(27
|
)
|
|
$
|
958
|
|
|
$
|
(27
|
)
|
EBITDA excluding certain items
|
$
|
432
|
|
|
$
|
267
|
|
|
$
|
725
|
|
|
$
|
562
|
|
Performance Materials & Chemicals
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales
|
$
|
2,264
|
|
|
$
|
3,241
|
|
|
$
|
4,445
|
|
|
$
|
6,450
|
|
Price change from comparative period
|
(11
|
)%
|
|
N/A
|
|
|
(13
|
)%
|
|
N/A
|
|
||||
Volume change from comparative period
|
(19
|
)%
|
|
N/A
|
|
|
(18
|
)%
|
|
N/A
|
|
||||
Volume change, excluding divestitures
|
—
|
%
|
|
N/A
|
|
|
1
|
%
|
|
N/A
|
|
||||
Equity earnings (losses)
|
$
|
(12
|
)
|
|
$
|
122
|
|
|
$
|
(43
|
)
|
|
$
|
177
|
|
EBITDA
|
$
|
301
|
|
|
$
|
572
|
|
|
$
|
(599
|
)
|
|
$
|
1,795
|
|
Certain items impacting EBITDA
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(1,229
|
)
|
|
$
|
688
|
|
EBITDA excluding certain items
|
$
|
295
|
|
|
$
|
572
|
|
|
$
|
630
|
|
|
$
|
1,107
|
|
Performance Plastics
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales
|
$
|
4,694
|
|
|
$
|
4,806
|
|
|
$
|
8,859
|
|
|
$
|
9,075
|
|
Price change from comparative period
|
(14
|
)%
|
|
N/A
|
|
|
(14
|
)%
|
|
N/A
|
|
||||
Volume change from comparative period
|
12
|
%
|
|
N/A
|
|
|
12
|
%
|
|
N/A
|
|
||||
Volume change, excluding acquisitions and divestitures
|
13
|
%
|
|
N/A
|
|
|
13
|
%
|
|
N/A
|
|
||||
Equity earnings
|
$
|
45
|
|
|
$
|
101
|
|
|
$
|
44
|
|
|
$
|
124
|
|
EBITDA
|
$
|
1,237
|
|
|
$
|
1,503
|
|
|
$
|
2,228
|
|
|
$
|
2,488
|
|
Certain items impacting EBITDA
|
$
|
(10
|
)
|
|
$
|
337
|
|
|
$
|
(10
|
)
|
|
$
|
337
|
|
EBITDA excluding certain items
|
$
|
1,247
|
|
|
$
|
1,166
|
|
|
$
|
2,238
|
|
|
$
|
2,151
|
|
Corporate
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
In millions
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
|
Jun 30,
2016 |
|
|
Jun 30,
2015 |
|
||||
Sales
|
$
|
67
|
|
|
$
|
59
|
|
|
$
|
130
|
|
|
$
|
136
|
|
Equity losses
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
$
|
(10
|
)
|
|
$
|
(11
|
)
|
EBITDA
|
$
|
(504
|
)
|
|
$
|
(362
|
)
|
|
$
|
(648
|
)
|
|
$
|
(497
|
)
|
Certain items impacting EBITDA
|
$
|
(421
|
)
|
|
$
|
(304
|
)
|
|
$
|
(486
|
)
|
|
$
|
(330
|
)
|
EBITDA excluding certain items
|
$
|
(83
|
)
|
|
$
|
(58
|
)
|
|
$
|
(162
|
)
|
|
$
|
(167
|
)
|
Cash Flow Summary
|
Six Months Ended
|
||||||
In millions
|
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
2,270
|
|
|
$
|
2,664
|
|
Investing activities
|
(2,063
|
)
|
|
(762
|
)
|
||
Financing activities
|
(1,482
|
)
|
|
(1,280
|
)
|
||
Effect of exchange rate changes on cash
|
7
|
|
|
(52
|
)
|
||
Summary
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
$
|
(1,268
|
)
|
|
$
|
570
|
|
Cash and cash equivalents at beginning of year
|
8,577
|
|
|
5,654
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,309
|
|
|
$
|
6,224
|
|
Net Working Capital
In millions
|
Jun 30, 2016
|
|
|
Dec 31, 2015
|
|
||
Current assets
(1)
|
$
|
26,310
|
|
|
$
|
23,941
|
|
Current liabilities
(1)
|
12,881
|
|
|
11,115
|
|
||
Net working capital
|
$
|
13,429
|
|
|
$
|
12,826
|
|
Current ratio
|
2.04
|
:1
|
|
2.15
|
:1
|
||
Days-sales-outstanding-in-receivables
|
51
|
|
|
47
|
|
||
Days-sales-in-inventory
|
77
|
|
|
72
|
|
Reconciliation of Free Cash Flow to "Cash Provided by Operating Activities"
In millions
|
Six Months Ended
|
||||||
Jun 30, 2016
|
|
|
Jun 30, 2015
|
|
|||
Cash provided by operating activities
|
$
|
2,270
|
|
|
$
|
2,664
|
|
- Capital expenditures
|
1,817
|
|
|
1,901
|
|
||
Free Cash Flow
|
$
|
453
|
|
|
$
|
763
|
|
Committed and Available Credit Facilities at June 30, 2016
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Available Credit
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility ("Revolving Credit Facility")
|
|
March 2015
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
March 2020
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2017
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
280
|
|
|
280
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
200
|
|
|
200
|
|
|
March 2020
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
August 2016
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
May 2016
|
|
200
|
|
|
200
|
|
|
May 2018
|
|
Floating rate
|
||
DCC Term Loan Facility
(1)
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,680
|
|
|
$
|
6,180
|
|
|
|
|
|
(1)
|
Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of the Company as of June 1, 2016.
|
Total Debt
In millions
|
Jun 30, 2016
|
|
|
Dec 31, 2015
|
|
||
Notes payable
|
$
|
235
|
|
|
$
|
454
|
|
Long-term debt due within one year
|
259
|
|
|
541
|
|
||
Long-term debt
|
20,852
|
|
|
16,215
|
|
||
Gross debt
|
$
|
21,346
|
|
|
$
|
17,210
|
|
Cash and cash equivalents
|
$
|
7,309
|
|
|
$
|
8,577
|
|
Net debt
|
$
|
14,037
|
|
|
$
|
8,633
|
|
Gross debt as a percent of total capitalization
|
41.4
|
%
|
|
39.7
|
%
|
||
Net debt as a percent of total capitalization
|
31.7
|
%
|
|
24.8
|
%
|
Credit Ratings
Rating Agency
|
Long-Term Rating
|
Short-Term Rating
|
Outlook
|
Standard & Poor’s
|
BBB
|
A-2
|
Watch Developing
|
Moody’s Investors Service
|
Baa2
|
P-2
|
Stable
|
Fitch Ratings
|
BBB
|
F2
|
Watch Positive
|
Contractual Obligations at June 30, 2016
|
Payments Due by Year
|
|
|
||||||||||||||||||||||||
In millions
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021 and beyond
|
|
|
Total
|
|
|||||||
Long-term debt – current and noncurrent
(1)
|
$
|
138
|
|
|
$
|
655
|
|
|
$
|
5,256
|
|
|
$
|
2,388
|
|
|
$
|
1,769
|
|
|
$
|
11,296
|
|
|
$
|
21,502
|
|
Expected cash requirements for interest
(2)
|
499
|
|
|
989
|
|
|
909
|
|
|
775
|
|
|
677
|
|
|
7,147
|
|
|
10,996
|
|
|||||||
Total
|
$
|
637
|
|
|
$
|
1,644
|
|
|
$
|
6,165
|
|
|
$
|
3,163
|
|
|
$
|
2,446
|
|
|
$
|
18,443
|
|
|
$
|
32,498
|
|
(1)
|
Excludes unamortized debt discount and issuance costs of $391 million. Includes $144 million of capital lease obligations.
|
(2)
|
Cash requirements for interest was calculated using current interest rates at June 30, 2016, and includes approximately $5,220 million of various floating rate notes.
|
Total Daily VAR by Exposure Type
|
|
2015
|
|||||||||
In millions
|
At Jun 30, 2016
|
|
|
Year-end
|
|
Average
|
|
||||
Commodities
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
20
|
|
Equities
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Foreign exchange
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest rate
|
$
|
104
|
|
|
$
|
96
|
|
|
$
|
103
|
|
Composite
|
$
|
138
|
|
|
$
|
133
|
|
|
$
|
141
|
|
Issuer Purchases of Equity Securities
|
|
Average price paid per share
|
|
|
Total number of shares purchased as part of the Company's publicly announced share repurchase program
(1)
|
|
|
Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share repurchase program
(1)
(In Millions)
|
|
||||||
Period
|
Total number of shares purchased
|
|
|||||||||||||
April 2016
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
2,312
|
|
May 2016
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
2,312
|
|
June 2016
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
2,312
|
|
Second quarter 2016
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
2,312
|
|
(1)
|
On February 13, 2013, the Board of Directors approved a share buy-back program, authorizing up to $1.5 billion to be spent on the repurchase of the Company’s common stock over a period of time. On January 29, 2014, the Board of Directors announced an expansion of the Company's share buy-back authorization, authorizing an additional amount not to exceed $3 billion to be spent on the repurchase of the Company's common stock over a period of time. On November 12, 2014, the Board of Directors announced a new $5 billion tranche to its share buy-back program. As a result of these actions, the total authorized amount of the share repurchase program is $9.5 billion.
|
Summary of Changes to the Consolidated Balance Sheets
|
Dec 31, 2015
|
|
|
Dec 31, 2015
|
|
Dec 31, 2014
|
|
Dec 31, 2014
|
|
||||
In millions
|
As Filed
|
|
|
Updated
|
|
As Filed
|
|
Updated
|
|
||||
Deferred income tax assets - current
|
$
|
827
|
|
|
$
|
—
|
|
$
|
812
|
|
$
|
—
|
|
Other current assets
|
$
|
354
|
|
|
$
|
647
|
|
$
|
316
|
|
$
|
674
|
|
Total current assets
|
$
|
24,475
|
|
|
$
|
23,941
|
|
$
|
24,255
|
|
$
|
23,801
|
|
Deferred income tax assets - noncurrent
|
$
|
1,694
|
|
|
$
|
2,140
|
|
$
|
2,135
|
|
$
|
2,541
|
|
Total other assets
|
$
|
18,051
|
|
|
$
|
18,497
|
|
$
|
19,121
|
|
$
|
19,527
|
|
Total Assets
|
$
|
68,026
|
|
|
$
|
67,938
|
|
$
|
68,687
|
|
$
|
68,639
|
|
Deferred income tax liabilities - current
|
$
|
100
|
|
|
$
|
—
|
|
$
|
105
|
|
$
|
—
|
|
Total current liabilities
|
$
|
11,215
|
|
|
$
|
11,115
|
|
$
|
11,581
|
|
$
|
11,476
|
|
Deferred income tax liabilities - noncurrent
|
$
|
575
|
|
|
$
|
587
|
|
$
|
622
|
|
$
|
679
|
|
Total other noncurrent liabilities
|
$
|
14,413
|
|
|
$
|
14,425
|
|
$
|
14,809
|
|
$
|
14,866
|
|
Total Liabilities and Equity
|
$
|
68,026
|
|
|
$
|
67,938
|
|
$
|
68,687
|
|
$
|
68,639
|
|
The Dow Chemical Company and Subsidiaries
Trademark Listing
|
/s/ RONALD C. EDMONDS
|
Ronald C. Edmonds
|
Controller and Vice President
|
of Controllers and Tax
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.
|
|
|
|
23
|
|
Ankura Consulting Group, LLC's Consent.
|
|
|
|
31(a)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31(b)
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32(a)
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32(b)
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
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