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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 | |
---|---|---|---|---|---|---|---|---|
-0.36 | -0.61% | 58.70 | 59.41 | 58.51 | 59.04 | 4,871,199 | 23:18:24 |
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
|
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
Outstanding at
|
Class
|
|
March 31, 2017
|
Common Stock, par value $2.50 per share
|
|
1,221,702,737 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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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.
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Item 6.
|
Exhibits
.
|
|
|
|
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
Three Months Ended
|
||||||
In millions, except per share amounts (Unaudited)
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net Sales
|
$
|
13,230
|
|
|
$
|
10,703
|
|
Cost of sales
|
10,197
|
|
|
7,951
|
|
||
Research and development expenses
|
416
|
|
|
361
|
|
||
Selling, general and administrative expenses
|
867
|
|
|
742
|
|
||
Amortization of intangibles
|
155
|
|
|
103
|
|
||
Restructuring credits
|
(1
|
)
|
|
(2
|
)
|
||
Equity in earnings of nonconsolidated affiliates
|
196
|
|
|
39
|
|
||
Sundry income (expense) - net
|
(470
|
)
|
|
(1,241
|
)
|
||
Interest income
|
25
|
|
|
20
|
|
||
Interest expense and amortization of debt discount
|
219
|
|
|
201
|
|
||
Income Before Income Taxes
|
1,128
|
|
|
165
|
|
||
Provision (Credit) for income taxes
|
213
|
|
|
(110
|
)
|
||
Net Income
|
915
|
|
|
275
|
|
||
Net income attributable to noncontrolling interests
|
27
|
|
|
21
|
|
||
Net Income Attributable to The Dow Chemical Company
|
888
|
|
|
254
|
|
||
Preferred stock dividends
|
—
|
|
|
85
|
|
||
Net Income Available for The Dow Chemical Company Common Stockholders
|
$
|
888
|
|
|
$
|
169
|
|
|
|
|
|
||||
Per Common Share Data:
|
|
|
|
||||
Earnings per common share - basic
|
$
|
0.74
|
|
|
$
|
0.15
|
|
Earnings per common share - diluted
|
$
|
0.72
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|||
Dividends declared per share of common stock
|
$
|
0.46
|
|
|
$
|
0.46
|
|
Weighted-average common shares outstanding - basic
|
1,202.5
|
|
|
1,102.9
|
|
||
Weighted-average common shares outstanding - diluted
|
1,222.1
|
|
|
1,117.3
|
|
||
|
|
|
|
|
|||
Depreciation
|
$
|
578
|
|
|
$
|
456
|
|
Capital Expenditures
|
$
|
754
|
|
|
$
|
820
|
|
|
Three Months Ended
|
||||||
In millions (Unaudited)
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net Income
|
$
|
915
|
|
|
$
|
275
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
||||
Unrealized gains on investments
|
17
|
|
|
19
|
|
||
Cumulative translation adjustments
|
239
|
|
|
328
|
|
||
Pension and other postretirement benefit plans
|
102
|
|
|
92
|
|
||
Derivative instruments
|
(50
|
)
|
|
(34
|
)
|
||
Other comprehensive income
|
308
|
|
|
405
|
|
||
Comprehensive Income
|
1,223
|
|
|
680
|
|
||
Comprehensive income attributable to noncontrolling interests, net of tax
|
53
|
|
|
37
|
|
||
Comprehensive Income Attributable to The Dow Chemical Company
|
$
|
1,170
|
|
|
$
|
643
|
|
In millions (Unaudited)
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
Assets
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2017: $99; 2016: $75)
|
$
|
5,848
|
|
|
$
|
6,607
|
|
Accounts and notes receivable:
|
|
|
|
||||
Trade (net of allowance for doubtful receivables - 2017: $111; 2016: $110)
|
4,991
|
|
|
4,666
|
|
||
Other
|
4,719
|
|
|
4,358
|
|
||
Inventories
|
8,210
|
|
|
7,363
|
|
||
Other current assets
|
872
|
|
|
665
|
|
||
Total current assets
|
24,640
|
|
|
23,659
|
|
||
Investments
|
|
|
|
||||
Investment in nonconsolidated affiliates
|
3,625
|
|
|
3,747
|
|
||
Other investments (investments carried at fair value - 2017: $2,010; 2016: $1,959)
|
3,001
|
|
|
2,969
|
|
||
Noncurrent receivables
|
841
|
|
|
708
|
|
||
Total investments
|
7,467
|
|
|
7,424
|
|
||
Property
|
|
|
|
||||
Property
|
58,359
|
|
|
57,438
|
|
||
Less accumulated depreciation
|
34,591
|
|
|
33,952
|
|
||
Net property (variable interest entities restricted - 2017: $960; 2016: $961)
|
23,768
|
|
|
23,486
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
15,334
|
|
|
15,272
|
|
||
Other intangible assets (net of accumulated amortization - 2017: $4,508; 2016: $4,295)
|
5,928
|
|
|
6,026
|
|
||
Deferred income tax assets
|
3,116
|
|
|
3,079
|
|
||
Deferred charges and other assets
|
575
|
|
|
565
|
|
||
Total other assets
|
24,953
|
|
|
24,942
|
|
||
Total Assets
|
$
|
80,828
|
|
|
$
|
79,511
|
|
Liabilities and Equity
|
|||||||
Current Liabilities
|
|
|
|
||||
Notes payable
|
$
|
383
|
|
|
$
|
272
|
|
Long-term debt due within one year
|
616
|
|
|
635
|
|
||
Accounts payable:
|
|
|
|
||||
Trade
|
4,810
|
|
|
4,519
|
|
||
Other
|
2,549
|
|
|
2,401
|
|
||
Income taxes payable
|
409
|
|
|
600
|
|
||
Dividends payable
|
558
|
|
|
508
|
|
||
Accrued and other current liabilities
|
3,868
|
|
|
3,669
|
|
||
Total current liabilities
|
13,193
|
|
|
12,604
|
|
||
Long-Term Debt (variable interest entities nonrecourse - 2017: $364; 2016: $330)
|
20,471
|
|
|
20,456
|
|
||
Other Noncurrent Liabilities
|
|
|
|
||||
Deferred income tax liabilities
|
934
|
|
|
923
|
|
||
Pension and other postretirement benefits - noncurrent
|
11,126
|
|
|
11,375
|
|
||
Asbestos-related liabilities - noncurrent
|
1,337
|
|
|
1,364
|
|
||
Other noncurrent obligations
|
5,433
|
|
|
5,560
|
|
||
Total other noncurrent liabilities
|
18,830
|
|
|
19,222
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock
|
3,107
|
|
|
3,107
|
|
||
Additional paid-in capital
|
4,137
|
|
|
4,262
|
|
||
Retained earnings
|
30,659
|
|
|
30,338
|
|
||
Accumulated other comprehensive loss
|
(9,514
|
)
|
|
(9,822
|
)
|
||
Unearned ESOP shares
|
(203
|
)
|
|
(239
|
)
|
||
Treasury stock at cost
|
(1,126
|
)
|
|
(1,659
|
)
|
||
The Dow Chemical Company’s stockholders’ equity
|
27,060
|
|
|
25,987
|
|
||
Noncontrolling interests
|
1,274
|
|
|
1,242
|
|
||
Total equity
|
28,334
|
|
|
27,229
|
|
||
Total Liabilities and Equity
|
$
|
80,828
|
|
|
$
|
79,511
|
|
|
Three Months Ended
|
||||||
In millions (Unaudited)
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
915
|
|
|
$
|
275
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
778
|
|
|
607
|
|
||
Credit for deferred income tax
|
(95
|
)
|
|
(451
|
)
|
||
Earnings of nonconsolidated affiliates less than dividends received
|
212
|
|
|
360
|
|
||
Pension contributions
|
(302
|
)
|
|
(448
|
)
|
||
Net gain on sales of investments
|
(12
|
)
|
|
(12
|
)
|
||
Net gain on sales of property, businesses and consolidated companies
|
(8
|
)
|
|
(8
|
)
|
||
Net loss on sale of ownership interests in nonconsolidated affiliates
|
3
|
|
|
—
|
|
||
Restructuring credits
|
(1
|
)
|
|
(2
|
)
|
||
Other net loss
|
33
|
|
|
34
|
|
||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
|
||||
Accounts and notes receivable
|
(890
|
)
|
|
(1,043
|
)
|
||
Proceeds from interests in trade accounts receivable conduits
|
114
|
|
|
187
|
|
||
Inventories
|
(847
|
)
|
|
(432
|
)
|
||
Accounts payable
|
322
|
|
|
135
|
|
||
Other assets and liabilities
|
254
|
|
|
937
|
|
||
Cash provided by operating activities
|
476
|
|
|
139
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(754
|
)
|
|
(820
|
)
|
||
Investment in gas field developments
|
(38
|
)
|
|
—
|
|
||
Payment into escrow account
|
(130
|
)
|
|
—
|
|
||
Proceeds from sales of property, businesses and consolidated companies, net of cash divested
|
96
|
|
|
32
|
|
||
Acquisitions of property, businesses and consolidated companies, net of cash acquired
|
(26
|
)
|
|
(167
|
)
|
||
Investments in and loans to nonconsolidated affiliates
|
(245
|
)
|
|
(245
|
)
|
||
Distributions and loan repayments from nonconsolidated affiliates
|
—
|
|
|
3
|
|
||
Proceeds from sale of ownership interests in nonconsolidated affiliates
|
30
|
|
|
—
|
|
||
Purchases of investments
|
(129
|
)
|
|
(121
|
)
|
||
Proceeds from sales and maturities of investments
|
136
|
|
|
155
|
|
||
Cash used in investing activities
|
(1,060
|
)
|
|
(1,163
|
)
|
||
Financing Activities
|
|
|
|
||||
Changes in short-term notes payable
|
136
|
|
|
(54
|
)
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
29
|
|
||
Payments on long-term debt
|
(38
|
)
|
|
(360
|
)
|
||
Proceeds from sales of common stock
|
282
|
|
|
92
|
|
||
Transaction financing, debt issuance and other costs
|
—
|
|
|
(2
|
)
|
||
Employee taxes paid for share-based payment arrangements
|
(84
|
)
|
|
(61
|
)
|
||
Distributions to noncontrolling interests
|
(21
|
)
|
|
(11
|
)
|
||
Dividends paid to stockholders
|
(506
|
)
|
|
(591
|
)
|
||
Cash used in financing activities
|
(231
|
)
|
|
(958
|
)
|
||
Effect of Exchange Rate Changes on Cash
|
56
|
|
|
15
|
|
||
Summary
|
|
|
|
||||
Decrease in cash and cash equivalents
|
(759
|
)
|
|
(1,967
|
)
|
||
Cash and cash equivalents at beginning of period
|
6,607
|
|
|
8,577
|
|
||
Cash and cash equivalents at end of period
|
$
|
5,848
|
|
|
$
|
6,610
|
|
|
Three Months Ended
|
||||||
In millions, except per share amounts (Unaudited)
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Preferred Stock
|
|
|
|
||||
Balance at beginning of year and end of period
|
$
|
—
|
|
|
$
|
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
|
4,262
|
|
|
4,936
|
|
||
Common stock issued / sold
|
282
|
|
|
92
|
|
||
Stock-based compensation and allocation of ESOP shares
|
(407
|
)
|
|
(219
|
)
|
||
Balance at end of period
|
4,137
|
|
|
4,809
|
|
||
Retained Earnings
|
|
|
|
||||
Balance at beginning of year
|
30,338
|
|
|
28,425
|
|
||
Net income available for The Dow Chemical Company common stockholders
|
888
|
|
|
169
|
|
||
Dividends declared on common stock (per share - 2017: $0.46; 2016: $0.46)
|
(557
|
)
|
|
(509
|
)
|
||
Dividend equivalents on participating securities
|
(10
|
)
|
|
(11
|
)
|
||
Balance at end of period
|
30,659
|
|
|
28,074
|
|
||
Accumulated Other Comprehensive Loss
|
|
|
|
||||
Balance at beginning of year
|
(9,822
|
)
|
|
(8,667
|
)
|
||
Other comprehensive income
|
308
|
|
|
405
|
|
||
Balance at end of period
|
(9,514
|
)
|
|
(8,262
|
)
|
||
Unearned ESOP Shares
|
|
|
|
||||
Balance at beginning of year
|
(239
|
)
|
|
(272
|
)
|
||
Shares allocated to ESOP participants
|
36
|
|
|
8
|
|
||
Balance at end of period
|
(203
|
)
|
|
(264
|
)
|
||
Treasury Stock
|
|
|
|
||||
Balance at beginning of year
|
(1,659
|
)
|
|
(6,155
|
)
|
||
Issuances - compensation plans
|
533
|
|
|
290
|
|
||
Balance at end of period
|
(1,126
|
)
|
|
(5,865
|
)
|
||
The Dow Chemical Company’s Stockholders’ Equity
|
27,060
|
|
|
25,599
|
|
||
Noncontrolling Interests
|
1,274
|
|
|
835
|
|
||
Total Equity
|
$
|
28,334
|
|
|
$
|
26,434
|
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
||
20
|
2016 Restructuring Charges
|
|
Severance Costs
|
|
|
Costs Associated with Exit and Disposal Activities
|
|
|
Total
|
|
|||
In millions
|
||||||||||||
Reserve balance at December 31, 2016
|
|
$
|
201
|
|
|
$
|
27
|
|
|
$
|
228
|
|
Cash payments
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||
Reserve balance at March 31, 2017
|
|
$
|
142
|
|
|
$
|
27
|
|
|
$
|
169
|
|
Inventories
In millions
|
Mar 31, 2017
|
|
|
Dec 31, 2016
|
|
||
Finished goods
|
$
|
4,798
|
|
|
$
|
4,230
|
|
Work in process
|
1,828
|
|
|
1,510
|
|
||
Raw materials
|
999
|
|
|
853
|
|
||
Supplies
|
833
|
|
|
823
|
|
||
Total FIFO inventories
|
$
|
8,458
|
|
|
$
|
7,416
|
|
Adjustment of inventories to a LIFO basis
|
(248
|
)
|
|
(53
|
)
|
||
Total inventories
|
$
|
8,210
|
|
|
$
|
7,363
|
|
Goodwill
|
Agricultural Sciences
|
|
|
Consumer Solutions
|
|
|
Infrastructure Solutions
|
|
|
Performance
Materials & Chemicals
|
|
|
Performance Plastics
|
|
|
Total
|
|
||||||
In millions
|
|||||||||||||||||||||||
Net goodwill at Dec 31, 2016
|
$
|
1,472
|
|
|
$
|
6,017
|
|
|
$
|
5,840
|
|
|
$
|
425
|
|
|
$
|
1,518
|
|
|
$
|
15,272
|
|
Foreign currency impact
|
—
|
|
|
25
|
|
|
31
|
|
|
1
|
|
|
5
|
|
|
62
|
|
||||||
Net goodwill at Mar 31, 2017
|
$
|
1,472
|
|
|
$
|
6,042
|
|
|
$
|
5,871
|
|
|
$
|
426
|
|
|
$
|
1,523
|
|
|
$
|
15,334
|
|
Other Intangible Assets
|
At March 31, 2017
|
|
At December 31, 2016
|
||||||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Licenses and intellectual property
|
$
|
3,152
|
|
|
$
|
(1,356
|
)
|
|
$
|
1,796
|
|
|
$
|
3,148
|
|
|
$
|
(1,286
|
)
|
|
$
|
1,862
|
|
Patents
|
106
|
|
|
(98
|
)
|
|
8
|
|
|
106
|
|
|
(97
|
)
|
|
9
|
|
||||||
Software
|
1,371
|
|
|
(723
|
)
|
|
648
|
|
|
1,336
|
|
|
(696
|
)
|
|
640
|
|
||||||
Trademarks
|
696
|
|
|
(519
|
)
|
|
177
|
|
|
696
|
|
|
(503
|
)
|
|
193
|
|
||||||
Customer-related
|
4,881
|
|
|
(1,664
|
)
|
|
3,217
|
|
|
4,806
|
|
|
(1,567
|
)
|
|
3,239
|
|
||||||
Other
|
169
|
|
|
(148
|
)
|
|
21
|
|
|
168
|
|
|
(146
|
)
|
|
22
|
|
||||||
Total other intangible assets, finite lives
|
$
|
10,375
|
|
|
$
|
(4,508
|
)
|
|
$
|
5,867
|
|
|
$
|
10,260
|
|
|
$
|
(4,295
|
)
|
|
$
|
5,965
|
|
IPR&D
(1)
, indefinite lives
|
61
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||||
Total other intangible assets
|
$
|
10,436
|
|
|
$
|
(4,508
|
)
|
|
$
|
5,928
|
|
|
$
|
10,321
|
|
|
$
|
(4,295
|
)
|
|
$
|
6,026
|
|
(1)
|
In-process research and development (“IPR&D”) purchased in a business combination.
|
Amortization Expense
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
||
Other intangible assets, excluding software
|
$
|
155
|
|
|
$
|
103
|
|
Software, included in “Cost of sales”
|
$
|
20
|
|
|
$
|
18
|
|
Summarized Income Statement Information
|
Three Months Ended
|
|
|
In millions
|
Mar 31, 2016
|
|
|
Sales
|
$
|
1,316
|
|
Gross Profit
(1)
|
$
|
350
|
|
Net Income
|
$
|
112
|
|
(1)
|
Gross profit for the three months ended March 31, 2016 included
$57 million
of "Research and development expenses".
|
Fair Value of Financial Instruments
|
|||||||||||||||||||||||||||||||
|
At March 31, 2017
|
|
At December 31, 2016
|
||||||||||||||||||||||||||||
In millions
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
||||||||
Marketable securities:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government debt
(2)
|
$
|
616
|
|
|
$
|
14
|
|
|
$
|
(11
|
)
|
|
$
|
619
|
|
|
$
|
607
|
|
|
$
|
13
|
|
|
$
|
(12
|
)
|
|
$
|
608
|
|
Corporate bonds
|
632
|
|
|
27
|
|
|
(4
|
)
|
|
655
|
|
|
623
|
|
|
27
|
|
|
(5
|
)
|
|
645
|
|
||||||||
Total debt securities
|
$
|
1,248
|
|
|
$
|
41
|
|
|
$
|
(15
|
)
|
|
$
|
1,274
|
|
|
$
|
1,230
|
|
|
$
|
40
|
|
|
$
|
(17
|
)
|
|
$
|
1,253
|
|
Equity securities
|
665
|
|
|
106
|
|
|
(35
|
)
|
|
736
|
|
|
658
|
|
|
98
|
|
|
(50
|
)
|
|
706
|
|
||||||||
Total marketable securities
|
$
|
1,913
|
|
|
$
|
147
|
|
|
$
|
(50
|
)
|
|
$
|
2,010
|
|
|
$
|
1,888
|
|
|
$
|
138
|
|
|
$
|
(67
|
)
|
|
$
|
1,959
|
|
Long-term debt including debt due within one year
(3)
|
$
|
(21,087
|
)
|
|
$
|
31
|
|
|
$
|
(1,993
|
)
|
|
$
|
(23,049
|
)
|
|
$
|
(21,091
|
)
|
|
$
|
129
|
|
|
$
|
(1,845
|
)
|
|
$
|
(22,807
|
)
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
Commodities
(4)
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
(287
|
)
|
|
$
|
(184
|
)
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
(213
|
)
|
|
$
|
(157
|
)
|
Foreign currency
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
(56
|
)
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
(30
|
)
|
|
$
|
54
|
|
(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
$17 million
at
March 31, 2017
and
$18 million
at
December 31, 2016
.
|
(4)
|
Presented net of cash collateral, as disclosed in Note
8
.
|
Investing Results
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Proceeds from sales of available-for-sale securities
|
$
|
116
|
|
|
$
|
121
|
|
Gross realized gains
|
$
|
14
|
|
|
$
|
6
|
|
Gross realized losses
|
$
|
(2
|
)
|
|
$
|
—
|
|
Fair Value of Derivative Instruments
In millions
|
Balance Sheet Classification
|
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
Asset Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Other current assets
|
|
$
|
25
|
|
|
$
|
42
|
|
Commodities
|
Deferred charges and other assets
|
|
10
|
|
|
10
|
|
||
Foreign currency
|
Accounts and notes receivable - Other
|
|
79
|
|
|
90
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
114
|
|
|
$
|
142
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Other current assets
|
|
$
|
73
|
|
|
$
|
13
|
|
Commodities
|
Deferred charges and other assets
|
|
9
|
|
|
12
|
|
||
Foreign currency
|
Accounts and notes receivable - Other
|
|
102
|
|
|
103
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
184
|
|
|
$
|
128
|
|
Total asset derivatives
|
|
|
$
|
298
|
|
|
$
|
270
|
|
Liability Derivatives
|
|
|
|
|
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
||||
Interest rates
|
Accrued and other current liabilities
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest rates
|
Other noncurrent obligations
|
|
2
|
|
|
2
|
|
||
Commodities
|
Accrued and other current liabilities
|
|
37
|
|
|
32
|
|
||
Commodities
|
Other noncurrent obligations
|
|
206
|
|
|
196
|
|
||
Foreign currency
|
Accrued and other current liabilities
|
|
64
|
|
|
55
|
|
||
Total derivatives designated as hedges
|
|
|
$
|
311
|
|
|
$
|
288
|
|
Derivatives not designated as hedges:
|
|
|
|
|
|
||||
Commodities
|
Accrued and other current liabilities
|
|
$
|
71
|
|
|
$
|
4
|
|
Commodities
|
Other noncurrent obligations
|
|
1
|
|
|
2
|
|
||
Foreign currency
|
Accounts payable - Other
|
|
123
|
|
|
84
|
|
||
Total derivatives not designated as hedges
|
|
|
$
|
195
|
|
|
$
|
90
|
|
Total liability derivatives
|
|
|
$
|
506
|
|
|
$
|
378
|
|
Basis of Fair Value Measurements
on a Recurring Basis
at March 31, 2017
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)
|
$
|
—
|
|
|
$
|
1,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,113
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
1,663
|
|
|
—
|
|
|
1,663
|
|
|||||
Equity securities
(4)
|
647
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
619
|
|
|||||
Corporate bonds
|
—
|
|
|
655
|
|
|
—
|
|
|
—
|
|
|
655
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodities
|
33
|
|
|
84
|
|
|
—
|
|
|
(14
|
)
|
|
103
|
|
|||||
Foreign currency
|
—
|
|
|
181
|
|
|
—
|
|
|
(131
|
)
|
|
50
|
|
|||||
Total assets at fair value
|
$
|
680
|
|
|
$
|
2,741
|
|
|
$
|
1,663
|
|
|
$
|
(145
|
)
|
|
$
|
4,939
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
23,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,049
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Commodities
|
21
|
|
|
294
|
|
|
—
|
|
|
(28
|
)
|
|
287
|
|
|||||
Foreign currency
|
—
|
|
|
187
|
|
|
—
|
|
|
(131
|
)
|
|
56
|
|
|||||
Total liabilities at fair value
|
$
|
21
|
|
|
$
|
23,534
|
|
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
23,396
|
|
(1)
|
Counterparty and 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 cash collateral 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
11
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.
|
Basis of Fair Value Measurements
on a Recurring Basis
at December 31, 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
(2)
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
Interests in trade accounts receivable conduits
(3)
|
—
|
|
|
—
|
|
|
1,237
|
|
|
—
|
|
|
1,237
|
|
|||||
Equity securities
(4)
|
619
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
706
|
|
|||||
Debt securities:
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Government debt
(5)
|
—
|
|
|
608
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|||||
Corporate bonds
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|||||
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodities
|
48
|
|
|
29
|
|
|
—
|
|
|
(21
|
)
|
|
56
|
|
|||||
Foreign currency
|
—
|
|
|
193
|
|
|
—
|
|
|
(109
|
)
|
|
84
|
|
|||||
Total assets at fair value
|
$
|
667
|
|
|
$
|
2,062
|
|
|
$
|
1,237
|
|
|
$
|
(130
|
)
|
|
$
|
3,836
|
|
Liabilities at fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(7)
|
$
|
—
|
|
|
$
|
22,807
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,807
|
|
Derivatives relating to:
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rates
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Commodities
|
20
|
|
|
214
|
|
|
—
|
|
|
(21
|
)
|
|
213
|
|
|||||
Foreign currency
|
—
|
|
|
139
|
|
|
—
|
|
|
(109
|
)
|
|
30
|
|
|||||
Total liabilities at fair value
|
$
|
20
|
|
|
$
|
23,165
|
|
|
$
|
—
|
|
|
$
|
(130
|
)
|
|
$
|
23,055
|
|
(1)
|
Counterparty and 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 cash collateral 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
11
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.
|
Fair Value Measurements Using Level 3 Inputs
|
Three Months Ended
|
||||||
Interests Held in Trade Receivable Conduits
(1)
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Balance at beginning of period
|
$
|
1,237
|
|
|
$
|
943
|
|
Loss included in earnings
(2)
|
—
|
|
|
(1
|
)
|
||
Purchases
|
540
|
|
|
440
|
|
||
Settlements
|
(114
|
)
|
|
(187
|
)
|
||
Balance at end of period
|
$
|
1,663
|
|
|
$
|
1,195
|
|
(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.
|
|
Guarantees
|
At March 31, 2017
|
|
At December 31, 2016
|
||||||||||||||||
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
||||
Guarantees
|
2021
|
|
$
|
5,102
|
|
|
$
|
57
|
|
|
2021
|
|
$
|
5,096
|
|
|
$
|
86
|
|
Residual value guarantees
|
2027
|
|
951
|
|
|
132
|
|
|
2027
|
|
947
|
|
|
134
|
|
||||
Total guarantees
|
|
|
$
|
6,053
|
|
|
$
|
189
|
|
|
|
|
$
|
6,043
|
|
|
$
|
220
|
|
Interests Held
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
In millions
|
|
||||||
Carrying value of interests held
|
$
|
1,663
|
|
|
$
|
1,237
|
|
Percentage of anticipated credit losses
|
0.34
|
%
|
|
0.36
|
%
|
||
Impact to carrying value - 10% adverse change
|
$
|
1
|
|
|
$
|
1
|
|
Impact to carrying value - 20% adverse change
|
$
|
2
|
|
|
$
|
1
|
|
Cash Proceeds
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Collections reinvested in revolving receivables
|
$
|
5,681
|
|
|
$
|
4,548
|
|
Interests in conduits
(1)
|
$
|
114
|
|
|
$
|
187
|
|
(1)
|
Presented in "Operating Activities" in the consolidated statements of cash flows.
|
Trade Accounts Receivable Sold
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
In millions
|
|
||||||
Delinquencies on sold receivables still outstanding
|
$
|
55
|
|
|
$
|
86
|
|
Trade accounts receivable outstanding and derecognized
|
$
|
2,607
|
|
|
$
|
2,257
|
|
Notes Payable
In millions
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
Commercial paper
|
$
|
135
|
|
|
$
|
—
|
|
Notes payable to banks and other lenders
|
224
|
|
|
225
|
|
||
Notes payable to related companies
|
19
|
|
|
44
|
|
||
Notes payable trade
|
5
|
|
|
3
|
|
||
Total notes payable
|
$
|
383
|
|
|
$
|
272
|
|
Period-end average interest rates
|
4.63
|
%
|
|
4.60
|
%
|
Long-Term Debt
In millions
|
2017
Average
Rate
|
|
|
Mar 31,
2017 |
|
|
2016
Average
Rate
|
|
|
Dec 31,
2016 |
|
||
Promissory notes and debentures:
|
|
|
|
|
|
|
|
||||||
Final maturity 2017
|
6.06
|
%
|
|
$
|
442
|
|
|
6.06
|
%
|
|
$
|
442
|
|
Final maturity 2018
|
5.78
|
%
|
|
339
|
|
|
5.78
|
%
|
|
339
|
|
||
Final maturity 2019
|
8.55
|
%
|
|
2,122
|
|
|
8.55
|
%
|
|
2,122
|
|
||
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
|
3.00
|
%
|
|
1,250
|
|
|
3.00
|
%
|
|
1,250
|
|
||
Final maturity 2023 and thereafter
|
5.98
|
%
|
|
7,199
|
|
|
5.98
|
%
|
|
7,199
|
|
||
Other facilities:
|
|
|
|
|
|
|
|
||||||
U.S. dollar loans, various rates and maturities
|
1.62
|
%
|
|
4,595
|
|
|
1.60
|
%
|
|
4,595
|
|
||
Foreign currency loans, various rates and maturities
|
3.22
|
%
|
|
900
|
|
|
3.42
|
%
|
|
882
|
|
||
Medium-term notes, varying maturities through 2025
|
3.86
|
%
|
|
997
|
|
|
3.82
|
%
|
|
1,026
|
|
||
Tax-exempt bonds, varying maturities through 2038
|
5.66
|
%
|
|
343
|
|
|
5.66
|
%
|
|
343
|
|
||
Capital lease obligations
|
—
|
|
|
293
|
|
|
—
|
|
|
295
|
|
||
Unamortized debt discount and issuance costs
|
—
|
|
|
(364
|
)
|
|
—
|
|
|
(373
|
)
|
||
Long-term debt due within one year
(1)
|
—
|
|
|
(616
|
)
|
|
—
|
|
|
(635
|
)
|
||
Long-term debt
|
—
|
|
|
$
|
20,471
|
|
|
—
|
|
|
$
|
20,456
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs.
|
Annual Installments on Long-Term Debt
For Next Five Years at March 31, 2017
(1)
In millions
|
|||
2017
|
$
|
593
|
|
2018
|
$
|
5,248
|
|
2019
|
$
|
2,427
|
|
2020
|
$
|
1,826
|
|
2021
|
$
|
1,569
|
|
2022
|
$
|
1,496
|
|
(1)
|
Assumes the option to extend a term loan facility
|
Committed and Available Credit Facilities at March 31, 2017
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Credit Available
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility
|
|
March 2015
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
March 2020
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2018
|
|
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
|
|
May 2016
|
|
200
|
|
|
200
|
|
|
May 2018
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
July 2016
|
|
200
|
|
|
200
|
|
|
July 2018
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2016
|
|
100
|
|
|
100
|
|
|
August 2018
|
|
Floating rate
|
||
DCC Term Loan Facility
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,880
|
|
|
$
|
6,380
|
|
|
|
|
|
Assets and Liabilities of Consolidated VIEs
In millions
|
Mar 31,
2017 |
|
|
Dec 31,
2016 |
|
||
Cash and cash equivalents
|
$
|
99
|
|
|
$
|
75
|
|
Other current assets
|
108
|
|
|
95
|
|
||
Net property
|
960
|
|
|
961
|
|
||
Other noncurrent assets
|
55
|
|
|
55
|
|
||
Total assets
(1)
|
$
|
1,222
|
|
|
$
|
1,186
|
|
Current liabilities
|
$
|
239
|
|
|
$
|
286
|
|
Long-term debt
|
364
|
|
|
330
|
|
||
Other noncurrent obligations
|
46
|
|
|
47
|
|
||
Total liabilities
(2)
|
$
|
649
|
|
|
$
|
663
|
|
Net Periodic Benefit Cost for All Significant Plans
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Defined Benefit Pension Plans:
|
|
|
|
||||
Service cost
|
$
|
125
|
|
|
$
|
104
|
|
Interest cost
|
219
|
|
|
197
|
|
||
Expected return on plan assets
|
(383
|
)
|
|
(342
|
)
|
||
Amortization of prior service credit
|
(6
|
)
|
|
(6
|
)
|
||
Amortization of net loss
|
157
|
|
|
146
|
|
||
Net periodic benefit cost
|
$
|
112
|
|
|
$
|
99
|
|
|
|
|
|
||||
Other Postretirement Benefits:
|
|
|
|
||||
Service cost
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
14
|
|
|
12
|
|
||
Amortization of prior service credit
|
—
|
|
|
(1
|
)
|
||
Amortization of net gain
|
(2
|
)
|
|
(2
|
)
|
||
Net periodic benefit cost
|
$
|
15
|
|
|
$
|
12
|
|
•
|
2.2 million
stock options with a weighted-average exercise price of
$61.19
per share and a weighted-average fair value of
$14.44
per share;
|
•
|
1.6 million
shares of deferred stock with a weighted-average fair value of
$61.13
per share; and
|
•
|
1.7 million
shares of performance deferred stock with a weighted-average fair value of
$81.99
per share.
|
Total Unrecognized Compensation Cost at March 31, 2017
|
Unrecognized
Compensation
Cost
|
|
|
Remaining Weighted-average
Recognition
Period (Years)
|
|
|
In millions
|
|
|||||
ESPP purchase rights
|
$
|
11
|
|
|
.29
|
|
Unvested stock options
|
$
|
40
|
|
|
.85
|
|
Deferred stock awards
|
$
|
148
|
|
|
.98
|
|
Performance deferred stock awards
|
$
|
187
|
|
|
.90
|
|
Net Income for Earnings Per Share Calculations - Basic
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net income attributable to The Dow Chemical Company
|
$
|
888
|
|
|
$
|
254
|
|
Preferred stock dividends
(1)
|
—
|
|
|
(85
|
)
|
||
Net income attributable to participating securities
(2)
|
(4
|
)
|
|
(3
|
)
|
||
Net income attributable to common stockholders
|
$
|
884
|
|
|
$
|
166
|
|
Earnings Per Share Calculations - Basic
|
Three Months Ended
|
||||||
Dollars per share
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net income attributable to The Dow Chemical Company
|
$
|
0.74
|
|
|
$
|
0.23
|
|
Preferred stock dividends
(1)
|
—
|
|
|
(0.08
|
)
|
||
Net income attributable to participating securities
(2)
|
—
|
|
|
—
|
|
||
Net income attributable to common stockholders
|
$
|
0.74
|
|
|
$
|
0.15
|
|
Earnings Per Share Calculations - Diluted
|
Three Months Ended
|
||||||
Dollars per share
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net income attributable to The Dow Chemical Company
|
$
|
0.72
|
|
|
$
|
0.23
|
|
Preferred stock dividends
(1) (3)
|
—
|
|
|
(0.08
|
)
|
||
Net income attributable to participating securities
(2)
|
—
|
|
|
—
|
|
||
Net income attributable to common stockholders
|
$
|
0.72
|
|
|
$
|
0.15
|
|
Share Count Information
|
Three Months Ended
|
||||
Shares in millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
Weighted-average common shares - basic
|
1,202.5
|
|
|
1,102.9
|
|
Plus dilutive effect of stock options and awards
|
19.6
|
|
|
14.4
|
|
Weighted-average common shares - diluted
|
1,222.1
|
|
|
1,117.3
|
|
Stock options and deferred stock awards excluded from EPS calculations
(4)
|
1.1
|
|
|
4.4
|
|
(1)
|
On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding.
|
(2)
|
Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares.
|
(3)
|
Preferred stock dividends were not added back in the calculation of diluted earnings per share for the three months ended March 31, 2016, because the effect of adding them back would have been antidilutive.
|
(4)
|
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.
|
Accumulated Other Comprehensive Loss
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Unrealized Gains on Investments at beginning of year
|
$
|
43
|
|
|
$
|
47
|
|
Net change in unrealized gains
|
25
|
|
|
23
|
|
||
Reclassification to earnings - Net Sales (net of tax of $(4), $(2))
(1)
|
(8
|
)
|
|
(4
|
)
|
||
Balance at end of period
|
$
|
60
|
|
|
$
|
66
|
|
Cumulative Translation Adjustments at beginning of year
|
$
|
(2,381
|
)
|
|
$
|
(1,737
|
)
|
Translation adjustments
|
239
|
|
|
328
|
|
||
Balance at end of period
|
$
|
(2,142
|
)
|
|
$
|
(1,409
|
)
|
Pension and Other Postretirement Benefit Plans at beginning of year
|
$
|
(7,389
|
)
|
|
$
|
(6,769
|
)
|
Adjustments to pension and other postretirement benefit plans (net of tax of $47, $45)
(1) (2)
|
102
|
|
|
92
|
|
||
Balance at end of period
|
$
|
(7,287
|
)
|
|
$
|
(6,677
|
)
|
Derivative Instruments at beginning of year
|
$
|
(95
|
)
|
|
$
|
(208
|
)
|
Net hedging results
|
(42
|
)
|
|
(54
|
)
|
||
Reclassification to earnings - Cost of sales (net of tax of $1, $5)
(1)
|
(8
|
)
|
|
20
|
|
||
Balance at end of period
|
$
|
(145
|
)
|
|
$
|
(242
|
)
|
Total Accumulated Other Comprehensive Loss
|
$
|
(9,514
|
)
|
|
$
|
(8,262
|
)
|
(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
14
for additional information.
|
Noncontrolling Interests
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
||
Balance at beginning of period
|
$
|
1,242
|
|
|
$
|
809
|
|
Net income attributable to noncontrolling interests
|
27
|
|
|
21
|
|
||
Distributions to noncontrolling interests
|
(21
|
)
|
|
(11
|
)
|
||
Cumulative translation adjustments
|
25
|
|
|
17
|
|
||
Other
|
1
|
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
1,274
|
|
|
$
|
835
|
|
Segment Information
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales by segment
|
|
|
|
||||
Agricultural Sciences
|
$
|
1,568
|
|
|
$
|
1,646
|
|
Consumer Solutions
|
1,599
|
|
|
1,054
|
|
||
Infrastructure Solutions
|
2,525
|
|
|
1,594
|
|
||
Performance Materials & Chemicals
|
2,442
|
|
|
2,181
|
|
||
Performance Plastics
|
5,025
|
|
|
4,165
|
|
||
Corporate
|
71
|
|
|
63
|
|
||
Total
|
$
|
13,230
|
|
|
$
|
10,703
|
|
Operating EBITDA by segment
|
|
|
|
||||
Agricultural Sciences
|
$
|
351
|
|
|
$
|
403
|
|
Consumer Solutions
|
500
|
|
|
310
|
|
||
Infrastructure Solutions
|
511
|
|
|
293
|
|
||
Performance Materials & Chemicals
|
435
|
|
|
335
|
|
||
Performance Plastics
|
984
|
|
|
991
|
|
||
Corporate
|
(77
|
)
|
|
(79
|
)
|
||
Total
|
$
|
2,704
|
|
|
$
|
2,253
|
|
Equity in earnings (losses) of nonconsolidated affiliates by segment (included in Operating EBITDA)
|
|||||||
Agricultural Sciences
|
$
|
(1
|
)
|
|
$
|
7
|
|
Consumer Solutions
|
40
|
|
|
20
|
|
||
Infrastructure Solutions
|
55
|
|
|
51
|
|
||
Performance Materials & Chemicals
|
73
|
|
|
(31
|
)
|
||
Performance Plastics
|
33
|
|
|
(1
|
)
|
||
Corporate
|
(4
|
)
|
|
(7
|
)
|
||
Total
|
$
|
196
|
|
|
$
|
39
|
|
Reconciliation of “Income Before Income Taxes” to Operating EBITDA
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Income Before Income Taxes
|
$
|
1,128
|
|
|
$
|
165
|
|
+ Interest expense and amortization of debt discount
|
219
|
|
|
201
|
|
||
- Interest income
|
25
|
|
|
20
|
|
||
+ Depreciation and amortization
|
778
|
|
|
607
|
|
||
- Certain items
|
(604
|
)
|
|
(1,300
|
)
|
||
Operating EBITDA
|
$
|
2,704
|
|
|
$
|
2,253
|
|
Certain Items by Segment for the Three Months Ended
March 31, 2017
|
Agri-cultural Sciences
|
|
|
Consumer Solutions
|
|
|
Infra-structure Solutions
|
|
|
Perf Materials & Chemicals
|
|
|
Perf Plastics
|
|
|
Corp
|
|
|
Total
|
|
|||||||
In millions
|
|||||||||||||||||||||||||||
Bayer CropScience arbitration matter
(1)
|
$
|
(469
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(469
|
)
|
Costs associated with transactions and productivity actions
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
(135
|
)
|
|||||||
Total
|
$
|
(469
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(135
|
)
|
|
$
|
(604
|
)
|
(1)
|
Included in "Sundry income (expense) - net." See Note
10
for additional information.
|
(2)
|
Primarily financial, legal and professional advisory fees associated with the planned all-stock merger of equals with E. I. du Pont de Nemours and Company ("DuPont") as well as implementation costs associated with the ownership restructure of Dow Corning and the Company's restructuring programs, which were included in "Cost of sales" (
$23 million
) and "Selling, general and administrative expenses" (
$112 million
) in the consolidated statements of income.
|
Certain Items by Segment for the Three Months Ended
March 31, 2016
|
Agri-cultural Sciences
|
|
|
Consumer Solutions
|
|
|
Infra-structure Solutions
|
|
|
Perf Materials & Chemicals
|
|
|
Perf Plastics
|
|
|
Corp
|
|
|
Total
|
|
|||||||
In millions
|
|||||||||||||||||||||||||||
Urethane matters legal settlements
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,235
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,235
|
)
|
Costs associated with transactions and productivity actions
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
|||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,235
|
)
|
|
$
|
—
|
|
|
$
|
(65
|
)
|
|
$
|
(1,300
|
)
|
(1)
|
Included in "Sundry income (expense) - net." See Note
10
for additional information.
|
(2)
|
Primarily financial, legal and professional advisory fees associated with the planned all-stock merger of equals with DuPont, the ownership restructure of Dow Corning and implementation costs associated with the 2015 Restructuring program, which were included in "Cost of sales" (
$23 million
) and "Selling, general and administrative expenses" (
$42 million
) in the consolidated statements of income.
|
Geographic Area
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales by geographic area
|
|
|
|
||||
United States
|
$
|
4,820
|
|
|
$
|
3,800
|
|
Europe, Middle East, Africa and India
|
4,241
|
|
|
3,524
|
|
||
Rest of World
|
4,169
|
|
|
3,379
|
|
||
Total
|
$
|
13,230
|
|
|
$
|
10,703
|
|
•
|
The Company reported sales in the
first
quarter of
2017
of
$13.2 billion
, up 23 percent from
$10.7 billion
in the
first
quarter of
2016
, with increases across all operating segments, except Agricultural Sciences, and all geographic areas, reflecting the addition of Dow Corning Corporation's ("Dow Corning") silicones business and increased selling prices.
|
•
|
Volume increased 16 percent compared with the
first
quarter of
2016
, with increases in all operating segments, except Agricultural Sciences (down 5 percent), including double-digit increases in Infrastructure Solutions (up 56 percent) and Consumer Solutions (up 53 percent). Volume increased in all geographic areas, with double-digit increases in Asia Pacific (up 32 percent), North America (up 16 percent) and Europe, Middle East, Africa and India ("EMEAI") (up 12 percent). Excluding the addition of Dow Corning's silicones business
(1)
, volume was up 4 percent. On the same basis, volume increased in Consumer Solutions (up 8 percent) and Infrastructure Solutions (up 5 percent). Volume increased in all geographic areas.
|
•
|
Price was up 7 percent compared with the same period last year, with increases in all operating segments, except Consumer Solutions (down 1 percent) and Agricultural Sciences (remained flat), including a double-digit increase in Performance Plastics (up 15 percent). Price increased in all geographic areas, including a double-digit increase in North America (up 10 percent).
|
•
|
Purchased feedstock and energy costs increased nearly $1 billion (41 percent) compared with the
first
quarter of
2016
, primarily due to higher naphtha, propane, natural gas and monomer costs.
|
•
|
Selling, general and administrative ("SG&A") expenses were
$867 million
in the first quarter of 2017, up
$125 million
from
$742 million
in the first quarter of 2016, primarily due to: increased costs associated with transactions and productivity actions, primarily financial, legal and professional advisory fees, including costs associated with the planned all-stock merger of equals with E. I. du Pont de Nemours and Company ("DuPont"); implementation costs associated with the ownership restructure of Dow Corning; costs associated with the Company's restructuring programs; and increased spending due to the addition of Dow Corning's silicones business.
|
•
|
Equity earnings were
$196 million
in the
first
quarter of
2017
, up
$157 million
from
$39 million
in the
first
quarter of 2016, as higher equity earnings from the Kuwait joint ventures, the Thai joint ventures and the HSC Group more than offset the absence of equity earnings from Dow Corning.
|
•
|
Sundry income (expense) - net was net expense of
$470 million
in the
first
quarter of
2017
, reflecting a loss related to the Bayer CropScience arbitration matter. See Note
10
to the Consolidated Financial Statements for additional information.
|
•
|
On December 30, 2016, the Company's Cumulative Convertible Perpetual Preferred Stock, Series A shares ("Preferred Stock") were converted into shares of the Company's common stock. As a result of this conversion, the quarterly Preferred Stock dividend of $85 million was eliminated.
|
•
|
On February 2, 2017, the Company announced it reached an agreement to sell its global ethylene acrylic acid copolymers and ionomers business to SK Global Chemical Co., Ltd. as part of the ongoing regulatory approval process for the pending all-stock, merger of equals transaction with DuPont (the "Merger Transaction"). The divestiture will be conditioned on Dow and DuPont closing the Merger Transaction, in addition to other closing conditions, including regulatory filings, local employment law and governance obligations.
|
•
|
On March 27, 2017, in connection with the Merger Transaction, Dow and DuPont announced that the European Commission ("EC") granted conditional approval in Europe of the companies' proposed merger of equals, conditioned on Dow and DuPont fulfilling certain divestiture commitments given to the EC in connection with the clearance.
|
(1)
|
Excludes current period sales related to the ownership restructure of Dow Corning announced on June 1, 2016 (Consumer Solutions and Infrastructure Solutions).
|
•
|
On March 28, 2017, the Company announced the completion of the construction phase of its new, world-scale ethylene production facility in Freeport, Texas.
|
•
|
On March 31, 2017, Dow and DuPont amended the merger agreement to extend the outside date from June 15, 2017 to August 31, 2017, with anticipated closing of the transaction no earlier than August 1, 2017, subject to customary closing conditions, including receipt of certain required regulatory approvals. In addition, Dow and DuPont announced they now expect that the first step in the intended separation process will be the spin-off of the post-merger materials science business.
|
Selected Financial Data
|
Three Months Ended
|
||||||
In millions, except per share amounts
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Net sales
|
$
|
13,230
|
|
|
$
|
10,703
|
|
|
|
|
|
||||
Cost of sales
|
$
|
10,197
|
|
|
$
|
7,951
|
|
Percent of net sales
|
77.1
|
%
|
|
74.3
|
%
|
||
|
|
|
|
||||
Research and development expenses
|
$
|
416
|
|
|
$
|
361
|
|
Percent of net sales
|
3.1
|
%
|
|
3.4
|
%
|
||
|
|
|
|
||||
Selling, general and administrative expenses
|
$
|
867
|
|
|
$
|
742
|
|
Percent of net sales
|
6.6
|
%
|
|
6.9
|
%
|
||
|
|
|
|
||||
Effective tax rate
|
18.9
|
%
|
|
(66.7
|
)%
|
||
|
|
|
|
||||
Net income available for common stockholders
|
$
|
888
|
|
|
$
|
169
|
|
|
|
|
|
||||
Earnings per common share – basic
|
$
|
0.74
|
|
|
$
|
0.15
|
|
Earnings per common share – diluted
|
$
|
0.72
|
|
|
$
|
0.15
|
|
|
|
|
|
||||
Operating rate percentage
|
87
|
%
|
|
88
|
%
|
Certain Items Impacting Results
|
Pretax Impact
(1)
|
|
Net Income
(2)
|
|
EPS - Diluted
(3)
|
||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||
In millions, except per share amounts (Unaudited)
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||||||
Reported U.S. GAAP Amounts
|
|
|
|
|
$
|
888
|
|
|
$
|
169
|
|
|
$
|
0.72
|
|
|
$
|
0.15
|
|
||||
- Certain items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with transactions and productivity actions
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs associated with transactions and productivity actions
|
(112
|
)
|
|
(42
|
)
|
|
(76
|
)
|
|
(31
|
)
|
|
(0.07
|
)
|
|
(0.03
|
)
|
||||||
Sundry income (expense) - net:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bayer CropScience arbitration matter
|
(469
|
)
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
(0.24
|
)
|
|
—
|
|
||||||
Urethane matters legal settlements
|
—
|
|
|
(1,235
|
)
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
|
(0.70
|
)
|
||||||
Total certain items
|
$
|
(604
|
)
|
|
$
|
(1,300
|
)
|
|
$
|
(386
|
)
|
|
$
|
(824
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.74
|
)
|
= Operating Results (Non-GAAP)
|
|
|
|
|
$
|
1,274
|
|
|
$
|
993
|
|
|
$
|
1.04
|
|
|
$
|
0.89
|
|
(1)
|
Impact on "Income Before Income Taxes."
|
(2)
|
"Net Income Available for The Dow Chemical Company Common Stockholders."
|
(3)
|
"Earnings per common share - diluted."
|
Sales Volume and Price by Segment and
|
Three Months Ended
|
|||||||
Geographic Area
|
Mar 31, 2017
|
|||||||
Percentage change from prior year
|
Volume
|
|
Price
|
|
Total
|
|||
Segments
|
|
|
|
|
|
|||
Agricultural Sciences
|
(5
|
)%
|
|
—
|
%
|
|
(5
|
)%
|
Consumer Solutions
|
53
|
|
|
(1
|
)
|
|
52
|
|
Infrastructure Solutions
|
56
|
|
|
2
|
|
|
58
|
|
Performance Materials & Chemicals
|
7
|
|
|
5
|
|
|
12
|
|
Performance Plastics
|
5
|
|
|
15
|
|
|
20
|
|
Total
|
16
|
%
|
|
7
|
%
|
|
23
|
%
|
Geographic areas
|
|
|
|
|
|
|
||
United States
|
17
|
%
|
|
10
|
%
|
|
27
|
%
|
Europe, Middle East, Africa and India
|
12
|
|
|
8
|
|
|
20
|
|
Rest of World
|
20
|
|
|
3
|
|
|
23
|
|
Total
|
16
|
%
|
|
7
|
%
|
|
23
|
%
|
Sales Volume and Price by Segment and
|
Three Months Ended
|
|||||||
Geographic Area, Excluding Acquisitions
(1)
|
Mar 31, 2017
|
|||||||
Percentage change from prior year
|
Volume
|
|
Price
|
|
Total
|
|||
Segments
|
|
|
|
|
|
|||
Agricultural Sciences
|
(5
|
)%
|
|
—
|
%
|
|
(5
|
)%
|
Consumer Solutions
|
8
|
|
|
(1
|
)
|
|
7
|
|
Infrastructure Solutions
|
5
|
|
|
2
|
|
|
7
|
|
Performance Materials & Chemicals
|
7
|
|
|
5
|
|
|
12
|
|
Performance Plastics
|
5
|
|
|
15
|
|
|
20
|
|
Total
|
4
|
%
|
|
7
|
%
|
|
11
|
%
|
Geographic areas
|
|
|
|
|
|
|||
United States
|
6
|
%
|
|
10
|
%
|
|
16
|
%
|
Europe, Middle East, Africa and India
|
3
|
|
|
8
|
|
|
11
|
|
Rest of World
|
4
|
|
|
3
|
|
|
7
|
|
Total
|
4
|
%
|
|
7
|
%
|
|
11
|
%
|
(1)
|
Excludes current period sales related to the ownership restructure of Dow Corning announced on June 1, 2016 (Consumer Solutions and Infrastructure Solutions).
|
Agricultural Sciences
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
||
Sales
|
$
|
1,568
|
|
|
$
|
1,646
|
|
Price change from comparative period
|
—
|
%
|
|
N/A
|
|
||
Volume change from comparative period
|
(5
|
)%
|
|
N/A
|
|
||
Operating EBITDA
|
$
|
351
|
|
|
$
|
403
|
|
Equity earnings (losses)
|
$
|
(1
|
)
|
|
$
|
7
|
|
Consumer Solutions
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
||
Sales
|
$
|
1,599
|
|
|
$
|
1,054
|
|
Price change from comparative period
|
(1
|
)%
|
|
N/A
|
|
||
Volume change from comparative period
|
53
|
%
|
|
N/A
|
|
||
Volume change, excluding acquisition
|
8
|
%
|
|
N/A
|
|
||
Operating EBITDA
|
$
|
500
|
|
|
$
|
310
|
|
Equity earnings
|
$
|
40
|
|
|
$
|
20
|
|
Infrastructure Solutions
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales
|
$
|
2,525
|
|
|
$
|
1,594
|
|
Price change from comparative period
|
2
|
%
|
|
N/A
|
|
||
Volume change from comparative period
|
56
|
%
|
|
N/A
|
|
||
Volume change, excluding acquisition
|
5
|
%
|
|
N/A
|
|
||
Operating EBITDA
|
$
|
511
|
|
|
$
|
293
|
|
Equity earnings
|
$
|
55
|
|
|
$
|
51
|
|
Performance Materials & Chemicals
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales
|
$
|
2,442
|
|
|
$
|
2,181
|
|
Price change from comparative period
|
5
|
%
|
|
N/A
|
|
||
Volume change from comparative period
|
7
|
%
|
|
N/A
|
|
||
Operating EBITDA
|
$
|
435
|
|
|
$
|
335
|
|
Equity earnings (losses)
|
$
|
73
|
|
|
$
|
(31
|
)
|
Performance Plastics
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales
|
$
|
5,025
|
|
|
$
|
4,165
|
|
Price change from comparative period
|
15
|
%
|
|
N/A
|
|
||
Volume change from comparative period
|
5
|
%
|
|
N/A
|
|
||
Operating EBITDA
|
$
|
984
|
|
|
$
|
991
|
|
Equity earnings (losses)
|
$
|
33
|
|
|
$
|
(1
|
)
|
Corporate
|
Three Months Ended
|
||||||
In millions
|
Mar 31,
2017 |
|
|
Mar 31,
2016 |
|
||
Sales
|
$
|
71
|
|
|
$
|
63
|
|
Operating EBITDA
|
$
|
(77
|
)
|
|
$
|
(79
|
)
|
Equity losses
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
Cash Flow Summary
|
Three Months Ended
|
||||||
In millions
|
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
(1)
|
$
|
476
|
|
|
$
|
139
|
|
Investing activities
|
(1,060
|
)
|
|
(1,163
|
)
|
||
Financing activities
(1)
|
(231
|
)
|
|
(958
|
)
|
||
Effect of exchange rate changes on cash
|
56
|
|
|
15
|
|
||
Summary
|
|
|
|
||||
Decrease in cash and cash equivalents
|
$
|
(759
|
)
|
|
$
|
(1,967
|
)
|
Cash and cash equivalents at beginning of year
|
6,607
|
|
|
8,577
|
|
||
Cash and cash equivalents at end of period
|
$
|
5,848
|
|
|
$
|
6,610
|
|
Net Working Capital
In millions
|
Mar 31, 2017
|
|
|
Dec 31, 2016
|
|
||
Current assets
|
$
|
24,640
|
|
|
$
|
23,659
|
|
Current liabilities
|
13,193
|
|
|
12,604
|
|
||
Net working capital
|
$
|
11,447
|
|
|
$
|
11,055
|
|
Current ratio
|
1.87
|
:1
|
|
1.88
|
:1
|
||
Days-sales-outstanding-in-receivables
|
48
|
|
|
47
|
|
||
Days-sales-in-inventory
|
76
|
|
|
67
|
|
Reconciliation of Free Cash Flow to "Cash Provided by Operating Activities"
In millions
|
Three Months Ended
|
||||||
Mar 31, 2017
|
|
|
Mar 31, 2016
|
|
|||
Cash provided by operating activities
(1)
|
$
|
476
|
|
|
$
|
139
|
|
Capital expenditures
|
(754
|
)
|
|
(820
|
)
|
||
Free Cash Flow
|
$
|
(278
|
)
|
|
$
|
(681
|
)
|
Committed and Available Credit Facilities at March 31, 2017
|
||||||||||||||
In millions
|
|
Effective Date
|
|
Committed Credit
|
|
|
Available Credit
|
|
|
Maturity Date
|
|
Interest
|
||
Five Year Competitive Advance and Revolving Credit Facility
|
|
March 2015
|
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
March 2020
|
|
Floating rate
|
Bilateral Revolving Credit Facility
|
|
August 2015
|
|
100
|
|
|
100
|
|
|
March 2018
|
|
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
|
|
May 2016
|
|
200
|
|
|
200
|
|
|
May 2018
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
July 2016
|
|
200
|
|
|
200
|
|
|
July 2018
|
|
Floating rate
|
||
Bilateral Revolving Credit Facility
|
|
August 2016
|
|
100
|
|
|
100
|
|
|
August 2018
|
|
Floating rate
|
||
DCC Term Loan Facility
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,880
|
|
|
$
|
6,380
|
|
|
|
|
|
Total Debt
In millions
|
Mar 31, 2017
|
|
|
Dec 31, 2016
|
|
||
Notes payable
|
$
|
383
|
|
|
$
|
272
|
|
Long-term debt due within one year
|
616
|
|
|
635
|
|
||
Long-term debt
|
20,471
|
|
|
20,456
|
|
||
Gross debt
|
$
|
21,470
|
|
|
$
|
21,363
|
|
Cash and cash equivalents
|
$
|
5,848
|
|
|
$
|
6,607
|
|
Net debt
|
$
|
15,622
|
|
|
$
|
14,756
|
|
Gross debt as a percent of total capitalization
|
43.1
|
%
|
|
44.0
|
%
|
||
Net debt as a percent of total capitalization
|
35.5
|
%
|
|
35.1
|
%
|
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
|
Total Daily VAR by Exposure Type
|
|
2016
|
|||||||||
In millions
|
At Mar 31, 2017
|
|
|
Year-end
|
|
Average
|
|
||||
Commodities
|
$
|
33
|
|
|
$
|
24
|
|
|
$
|
23
|
|
Equities
|
$
|
13
|
|
|
$
|
17
|
|
|
$
|
16
|
|
Foreign exchange
|
$
|
44
|
|
|
$
|
28
|
|
|
$
|
9
|
|
Interest rate
|
$
|
82
|
|
|
$
|
82
|
|
|
$
|
90
|
|
Composite
|
$
|
172
|
|
|
$
|
151
|
|
|
$
|
138
|
|
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
|
|
|||||||||||||
January 2017
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
1,396
|
|
February 2017
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
1,396
|
|
March 2017
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
1,396
|
|
First quarter 2017
|
—
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
$
|
1,396
|
|
(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.
|
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
|
|
|
|
2(h)(i)
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of March 31, 2017, among The Dow Chemical Company, E. I. du Pont de Nemours and Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and DowDuPont Inc. f/k/a Diamond-Orion HoldCo Inc., incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on March 31, 2017.
|
|
|
|
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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