Delaware
|
|
38-1285128
|
State or other jurisdiction of
incorporation or organization
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $2.50 per share
|
|
New York Stock Exchange
|
|
|
PAGE
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Business.
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Risk Factors.
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Unresolved Staff Comments.
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Properties.
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Legal Proceedings.
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Mine Safety Disclosures.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
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Selected Financial Data.
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||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Quantitative and Qualitative Disclosures About Market Risk.
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Financial Statements and Supplementary Data.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Controls and Procedures.
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Other Information.
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Directors, Executive Officers and Corporate Governance.
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Executive Compensation.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Certain Relationships and Related Transactions, and Director Independence.
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Principal Accounting Fees and Services.
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Exhibits, Financial Statement Schedules.
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The Dow Chemical Company and Subsidiaries
|
|
(1)
|
Europe, Middle East, Africa and India
|
|
Crop Application
|
|||||||||
Key Product Lines
|
Canola
|
Cereals
|
Corn
|
Cotton
|
Range and Pasture
|
Rice
|
Soybeans
|
Sunflower
|
Trees, Fruits and Vegetables
|
Others
|
Insecticides
|
x
|
x
|
x
|
x
|
|
x
|
x
|
x
|
x
|
x
|
Fungicides
|
|
x
|
x
|
|
|
x
|
x
|
|
x
|
x
|
Herbicides
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
x
|
Seeds
|
x
|
x
|
x
|
x
|
x
|
|
x
|
x
|
|
x
|
Other
|
x
|
|
x
|
x
|
|
|
|
|
|
|
(1)
|
AGROMEN trademark used under license from Agromen Sementes Agricolas Ltda.
|
(2)
|
Smartstax® and POWERCORE™ multi-event technology developed by Dow AgroSciences LLC and Monsanto. Smartstax®, the Smartstax® logo, POWERCORE™ and the POWERCORE™ logo are trademarks of Monsanto Technology, LLC.
|
Business
|
Market Segments
|
Technologies
|
Dow Home, Institutional & Personal Care Solutions
|
Personal care, home care and specialty applications with key focus on hair care, skin care, sun care, cleansing, as well as fabric, dish, floor, hard surface and air care applications
|
From polymers and emollients to chelants and dispersants, Dow offers unique innovations that empower consumer brands around the world to deliver exceptional product performance and process enhancements that create value. Other notable technologies include opacifiers, rheology modifiers, surfactants and solvents.
|
Dow Pharma and Food Solutions
|
Pharmaceutical, food and nutrition
|
Cellulosic and other technologies help bring new classes of medicines to market and enable foods that are healthier (gluten-free, reduced oil/fat content). Notable technologies include excipients and active pharmaceutical ingredients, solubility enhancers, reagents, granulation and binders, as well as coatings and controlled release.
|
SAFECHEM™
(1)
|
A service business responsible for the sustainable and innovative use of solvents
|
Offers cleaning solutions, equipment and services for metal and dry cleaning applications. Provides closed-loop SAFE-TAINER™ System delivery systems to ensure emission free use of cleaning agents.
|
(1)
|
On December 31, 2016, the Company sold its SAFECHEM™ business. SAFECHEM™ was reported as part of the Consumer Solutions segment through the date of divestiture.
|
Business
|
Market Segments
|
Technologies
|
Adhesives
|
Elastic, structural and specialty adhesives
|
Innovative and differentiated adhesive technologies to meet customer specifications for durability and crash performance
|
Performance Solutions
|
Performance plastics, fluids and polyurethane foam solutions
|
Technologies that differentiate customers’ products with improved performance characteristics
|
Business
|
Market Segments
|
Technologies
|
Semiconductor Technologies
|
Integrated circuit fabrication for memory and logic
|
CMP consumables, photolithography materials
|
Interconnect Technologies
|
Printed circuit board, electronic and industrial finishing
|
Interconnect metallization and imaging process chemistries
|
Display Technologies
|
Display materials
|
Display films and filters, OLED materials
|
Growth Technologies
|
New and emerging technologies
|
Advanced chip packaging materials, metalorganic precursors, optical and ceramic materials
|
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 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, 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.
|
(1)
|
Hydrogen peroxide to propylene oxide manufacturing technology is utilized by MTP HPPO Manufacturing Company Limited, a Thailand-based consolidated variable interest entity ultimately owned 50 percent by the Company and 50 percent by SCG Chemicals Co. Ltd.; and BASF DOW HPPO Production B.V.B.A., a Belgium-based joint venture ultimately owned 100 percent by HPPO Holding & Finance C.V., which is owned 50 percent by the Company and 50 percent by BASF.
|
•
|
EQUATE Petrochemicals Company K.S.C. ("EQUATE") - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol; and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins; owned 42.5 percent by the Company.
|
•
|
The Kuwait Olefins Company K.S.C. - a Kuwait-based company that manufactures ethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
Map Ta Phut Olefins Company Limited - effective ownership is 32.77 percent of which the Company directly owns 20.27 percent (aligned with Performance Materials & Chemicals) and indirectly owns 12.5 percent through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited (both part of The SCG-Dow Group and aligned with Performance Plastics). This Thailand-based company manufactures propylene and ethylene
.
|
•
|
Sadara Chemical Company - a Saudi Arabian company that currently manufactures chlorine, ethylene and propylene for internal consumption and manufactures and sells polyethylene; will produce and sell high-value added chemical products and other performance plastics when fully operational; owned 35 percent by the Company.
|
Business
|
Applications/Market Segments
|
Major Products
|
Dow Elastomers
|
Adhesives, footwear, housewares, infrastructure, sports recreation, toys and infant products, transportation
|
Elastomers, polyolefin plastomers, ethylene propylene diene monomer elastomers ("EPDMs")
|
Dow Electrical and Telecommunications
|
Building and construction, electrical transmission and distribution infrastructure, telecommunications infrastructure
|
Wire and cable insulation, semiconductive and jacketing compound solutions, bio-based plasticizers
|
Dow Packaging and Specialty Plastics
|
Adhesives, food and specialty packaging, hygiene and medical, industrial and consumer packaging, transmission pipe and photovoltaics
|
Acrylics, polyethylene, low-density polyethylene, linear low-density polyethylene, high-density polyethylene, polyolefin plastomers
|
Energy
|
Principally for use in Dow’s global operations
|
Power, steam and other utilities
|
Hydrocarbons
|
Purchaser of feedstocks; production of cost competitive monomers utilized by Dow’s derivative businesses
|
Ethylene, propylene, benzene, butadiene, octene, aromatics co-products, crude C4
Advantaged feedstock positions in the United States, Canada, Argentina and the Middle East
|
•
|
The Kuwait Styrene Company K.S.C. - a Kuwait-based company that manufactures styrene monomer; owned 42.5 percent by the Company.
|
•
|
The SCG-Dow Group consists of Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Co., Ltd.; and Siam Synthetic Latex Company Limited. These Thailand-based companies manufacture polyethylene, polystyrene, styrene and latex; owned 50 percent by the Company.
|
•
|
EQUATE - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol; and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins; owned 42.5 percent by the Company.
|
•
|
The Kuwait Olefins Company K.S.C. - a Kuwait-based company that manufactures ethylene and ethylene glycol; owned 42.5 percent by the Company.
|
•
|
Map Ta Phut Olefins Company Limited - effective ownership is 32.77 percent of which the Company directly owns 20.27 percent (aligned with Performance Materials & Chemicals) and indirectly owns 12.5 percent through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited (both part of The SCG-Dow Group and aligned with Performance Plastics). This Thailand-based company manufactures propylene and ethylene
.
|
•
|
Sadara Chemical Company - a Saudi Arabian company that currently manufactures chlorine, ethylene and propylene for internal consumption and manufactures and sells polyethylene; will produce and sell high-value added chemical products and other performance plastics when fully operational; owned 35 percent by the Company.
|
Significant Raw Materials
|
Performance Materials & Chemicals
|
|
|||
Raw Material
|
Agricultural Sciences
|
Consumer Solutions
|
Infrastructure Solutions
|
Performance Plastics
|
|
Acetone
|
|
|
x
|
x
|
|
Ammonia
|
|
|
x
|
x
|
x
|
Aniline
(1)
|
|
|
|
x
|
|
Benzene
|
|
|
|
x
|
x
|
Butane
|
|
|
|
|
x
|
Butene
|
|
|
|
x
|
x
|
Butyl Acrylate
(1)
|
|
x
|
x
|
|
x
|
Carbon Black
|
|
x
|
|
|
x
|
Carbon Monoxide
|
|
|
|
x
|
|
Caustic Soda
(1)
|
x
|
x
|
x
|
x
|
|
Chlorine
(1)
|
x
|
x
|
x
|
x
|
|
Condensate
|
|
|
|
|
x
|
Electric Power
|
|
|
|
x
|
x
|
Ethane
|
|
|
|
|
x
|
Ethanol
|
x
|
x
|
x
|
x
|
|
Ethylene
(1)
|
|
|
x
|
x
|
x
|
Formaldehyde
|
|
x
|
x
|
x
|
|
Hexene
|
|
|
|
|
x
|
Hydrogen Peroxide
(2)
|
|
|
|
x
|
|
Isopropanol
|
|
x
|
|
x
|
|
Methanol
|
x
|
x
|
x
|
x
|
x
|
Naphtha
|
|
|
|
|
x
|
Natural Gas
|
|
|
|
|
x
|
Nitrogen
|
|
|
|
x
|
x
|
Octene
(1)
|
|
|
|
|
x
|
Polystyrene
|
|
|
x
|
|
x
|
Propane
|
|
x
|
x
|
|
x
|
Propylene
(1)
|
|
x
|
x
|
x
|
x
|
Pygas
|
|
|
|
|
x
|
Silica
|
|
x
|
x
|
|
|
Silicon Metal
(1)
|
|
x
|
x
|
|
|
Styrene
|
|
|
x
|
x
|
|
Wood Pulp
|
|
x
|
x
|
|
|
Patents Owned at December 31, 2016
|
|
United States
|
|
|
Foreign
|
|
Agricultural Sciences
|
|
1,041
|
|
|
4,603
|
|
Consumer Solutions
|
|
1,645
|
|
|
6,189
|
|
Infrastructure Solutions
|
|
1,338
|
|
|
6,827
|
|
Performance Materials & Chemicals
|
|
375
|
|
|
2,332
|
|
Performance Plastics
|
|
1,150
|
|
|
5,283
|
|
Corporate
|
|
102
|
|
|
215
|
|
Total
|
|
5,651
|
|
|
25,449
|
|
Principal Nonconsolidated Affiliate
|
|
Ownership Interest
|
|
|
Business Description
|
Dow Corning Corporation
(1)
|
|
N/A
|
|
|
A U.S. company that manufactures silicone and silicone products
|
EQUATE Petrochemical Company K.S.C.
|
|
42.50
|
%
|
|
A Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol, and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins
|
The HSC Group:
(1)
|
|
|
|
|
|
DC HSC Holdings LLC
(2)
|
|
50.00
|
%
|
|
A U.S.-based group of companies that manufactures polycrystalline silicon products
|
Hemlock Semiconductor L.L.C.
|
|
50.10
|
%
|
|
A U.S. company that sells polycrystalline silicon products
|
The Kuwait Olefins Company K.S.C.
|
|
42.50
|
%
|
|
A Kuwait-based company that manufactures ethylene and ethylene glycol
|
The Kuwait Styrene Company K.S.C.
|
|
42.50
|
%
|
|
A Kuwait-based company that manufactures styrene monomer
|
Map Ta Phut Olefins Company Limited
(3)
|
|
32.77
|
%
|
|
A Thailand-based company that manufactures propylene and ethylene
|
Sadara Chemical Company
(4)
|
|
35.00
|
%
|
|
A Saudi Arabian company that currently manufactures chlorine, ethylene and propylene for internal consumption and manufactures and sells polyethylene; will produce and sell high-value added chemical products and other performance plastics when fully operational
|
The SCG-Dow Group:
|
|
|
|
|
|
Siam Polyethylene Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures polyethylene
|
Siam Polystyrene Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures polystyrene
|
Siam Styrene Monomer Co., Ltd.
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures styrene
|
Siam Synthetic Latex Company Limited
|
|
50.00
|
%
|
|
A Thailand-based company that manufactures latex
|
(1)
|
As of June 1, 2016, Dow Corning, previously a 50:50 joint venture with Corning, became a wholly owned subsidiary of Dow as a result of the DCC Transaction. Dow and Corning continue to maintain their historical proportional equity interest in the HSC Group. Dow Corning was treated as a principal nonconsolidated affiliate through May 31, 2016. Beginning in June 2016, the results of Dow Corning, excluding the HSC Group, are fully consolidated into the Company's consolidated statements of income. The results of the HSC Group will continue to be reported as "Equity in earnings of nonconsolidated affiliates" in the Company's consolidated statements of income. See Note
4
to the Consolidated Financial Statements for additional information on this transaction.
|
(2)
|
DC HSC Holdings LLC holds an
80.5 percent
indirect ownership interest in Hemlock Semiconductor Operations.
|
(3)
|
The Company's effective ownership of Map Ta Phut Olefins Company Limited is 32.77 percent, of which the Company directly owns 20.27 percent and indirectly owns 12.5 percent through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited.
|
(4)
|
Dow is responsible for marketing the majority of Sadara products outside of the Middle East zone through the Company's established sales channels. Under this arrangement, the Company purchases and sells Sadara products for a marketing fee.
|
Name - Age
|
Present Position with Registrant
|
Year Elected to be an Officer
|
Other Business Experience since January 1, 2012
|
Ronald C. Edmonds, 59
|
Controller and Vice President of Controllers and Tax
|
2009
|
Vice President and Controller 2009 to date. Present position held since January 2016.
|
James R. Fitterling, 55
|
President and Chief Operating Officer
|
2010
|
Executive Vice President and President, Feedstocks & Energy and Corporate Development September 2011 to September 2012. Executive Vice President, Feedstocks, Performance Plastics, Asia and Latin America September 2012 to December 2013. Executive Vice President, Feedstocks, Performance Plastics and Supply Chain December 2013 to October 2014. Vice Chairman, Business Operations October 2014 to October 2015. Vice Chairman and Chief Operating Officer October 2015 to February 2016. Present position held since February 2016.
|
Heinz Haller, 61
|
Executive Vice President and President of Dow Europe, Middle East, Africa and India
|
2006
|
Executive Vice President and Chief Commercial Officer August 2010 to September 2012. Present position held since September 2012.
|
Joe E. Harlan, 57
|
Vice Chairman and Chief Commercial Officer
|
2011
|
Executive Vice President, Performance Materials September 2011 to September 2012. Executive Vice President, Chemicals, Energy and Performance Materials September 2012 to October 2014. Chief Commercial Officer and Vice Chairman, Market Businesses October 2014 to October 2015. Present position held since October 2015.
|
Peter Holicki, 56
|
Senior Vice President, Operations, Manufacturing & Engineering, Environment, Health & Safety Operations, and Emergency Services & Security
|
2014
|
Global Manufacturing Vice President, Hydrocarbons May 2009 to October 2012. Vice President for Manufacturing and Engineering Europe, Middle East and Africa May 2009 to October 2012. Vice President of Operations for Europe, Middle East and Africa and the Ethylene Envelope October 2012 to December 2013. Emergency Services and Security Expertise Center September 2014 to present. Corporate Vice President October 2014 to October 2015. Present position held since 2015.
|
Charles J. Kalil, 65
|
Executive Vice President and General Counsel
|
2004
|
General Counsel 2004 to date. Executive Vice President 2008 to date. Corporate Secretary 2005 to February 2015.
|
Andrew N. Liveris, 62
|
Chief Executive Officer and Chairman of the Board
|
2003
|
President 2004 to February 2016. Chief Executive Officer 2004 to date. Chairman 2006 to date.
|
Johanna Söderström, 45
|
Corporate Vice President, Human Resources and Aviation, and Chief Human Resource Officer
|
2015
|
Global Human Resources Director, Performance Materials Division January 2011 to October 2012. Vice President, Human Resource Center of Expertise October 2012 to January 2015. Present position held since January 2015.
|
A. N. Sreeram, 49
|
Senior Vice President, Research & Development and Chief Technology Officer
|
2013
|
Vice President, Research & Development, Dow Advanced Materials 2009 to October 2013. Corporate Vice President, Research & Development October 2013 to October 2015. Present position held since October 2015.
|
Howard I. Ungerleider, 48
|
Vice Chairman and Chief Financial Officer
|
2011
|
Senior Vice President and President, Performance Plastics March 2011 to September 2012. Executive Vice President, Advanced Materials September 2012 to October 2014. Chief Financial Officer and Executive Vice President October 2014 to October 2015. Present position held since October 2015.
|
Location
|
Agricultural
Sciences
|
Consumer Solutions
|
Infrastructure Solutions
|
Performance
Materials & Chemicals
|
Performance Plastics
|
Bahia Blanca, Argentina
|
|
|
|
|
x
|
Candeias, Brazil
|
|
|
|
x
|
|
Canada:
|
|
|
|
|
|
Fort Saskatchewan, Alberta
|
|
|
|
|
x
|
Joffre, Alberta
|
|
|
|
|
x
|
Germany:
|
|
|
|
|
|
Boehlen
|
|
|
x
|
x
|
x
|
Bomlitz
|
|
x
|
x
|
|
|
Leuna
|
|
|
|
|
x
|
Schkopau
|
|
x
|
x
|
x
|
x
|
Stade
|
x
|
x
|
x
|
x
|
x
|
Terneuzen, The Netherlands
|
|
x
|
x
|
x
|
x
|
Tarragona, Spain
|
|
|
x
|
x
|
x
|
Map Ta Phut, Thailand
|
|
|
x
|
x
|
x
|
United States:
|
|
|
|
|
|
Carrollton, Kentucky
|
|
x
|
x
|
|
|
Louisville, Kentucky
|
|
|
x
|
|
|
Hahnville (St. Charles), Louisiana
|
|
|
x
|
x
|
x
|
Plaquemine, Louisiana
|
|
x
|
x
|
x
|
x
|
Midland, Michigan
|
x
|
x
|
x
|
x
|
x
|
Deer Park, Texas
|
|
|
x
|
x
|
|
Freeport, Texas
|
x
|
|
x
|
x
|
x
|
Seadrift, Texas
|
|
x
|
x
|
x
|
x
|
Texas City, Texas
|
|
|
x
|
x
|
|
Wales, United Kingdom
|
|
x
|
x
|
|
|
Zhangjiagang, China
|
|
x
|
x
|
x
|
|
Asia Pacific:
|
40 manufacturing locations in 11 countries.
|
Canada:
|
6 manufacturing locations in 3 provinces.
|
Europe, Middle East, Africa and India:
|
50 manufacturing locations in 17 countries.
|
Latin America:
|
33 manufacturing locations in 4 countries.
|
United States:
|
60 manufacturing locations in 25 states and 1 U.S. territory.
|
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
|
|
|||||||||||
October 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,896
|
|
November 2016
|
|
8,822,551
|
|
|
$
|
53.64
|
|
|
8,822,551
|
|
|
$
|
1,423
|
|
December 2016
|
|
493,480
|
|
|
$
|
54.25
|
|
|
493,480
|
|
|
$
|
1,396
|
|
Fourth quarter 2016
|
|
9,316,031
|
|
|
$
|
53.67
|
|
|
9,316,031
|
|
|
$
|
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. 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
.
|
In millions, except as noted
(Unaudited)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|||||
Summary of Operations
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
48,158
|
|
$
|
48,778
|
|
$
|
58,167
|
|
$
|
57,080
|
|
$
|
56,786
|
|
Net income
(1)
|
$
|
4,404
|
|
$
|
7,783
|
|
$
|
3,839
|
|
$
|
4,816
|
|
$
|
1,100
|
|
Per share of common stock (in dollars):
|
|
|
|
|
|
||||||||||
Net income per common share - basic
(1)
|
$
|
3.57
|
|
$
|
6.45
|
|
$
|
2.91
|
|
$
|
3.72
|
|
$
|
0.71
|
|
Net income per common share - diluted
(1)
|
$
|
3.52
|
|
$
|
6.15
|
|
$
|
2.87
|
|
$
|
3.68
|
|
$
|
0.70
|
|
Cash dividends declared per share of common stock
|
$
|
1.84
|
|
$
|
1.72
|
|
$
|
1.53
|
|
$
|
1.28
|
|
$
|
1.21
|
|
Book value per share of common stock
|
$
|
21.70
|
|
$
|
23.06
|
|
$
|
19.71
|
|
$
|
22.59
|
|
$
|
17.73
|
|
Year-end Financial Position
|
|
|
|
|
|
||||||||||
Total assets
(2) (3)
|
$
|
79,511
|
|
$
|
67,938
|
|
$
|
68,639
|
|
$
|
69,380
|
|
$
|
69,462
|
|
Long-term debt
(2)
|
$
|
20,456
|
|
$
|
16,215
|
|
$
|
18,741
|
|
$
|
16,732
|
|
$
|
19,819
|
|
Financial Ratios
|
|
|
|
|
|
||||||||||
Research and development expenses as percent of net sales
|
3.3
|
%
|
3.3
|
%
|
2.8
|
%
|
3.1
|
%
|
3.0
|
%
|
|||||
Income before income taxes as percent of net sales
(1)
|
9.2
|
%
|
20.4
|
%
|
9.1
|
%
|
11.9
|
%
|
2.9
|
%
|
|||||
Return on stockholders’ equity
(1)
|
15.3
|
%
|
34.4
|
%
|
18.6
|
%
|
19.4
|
%
|
5.0
|
%
|
|||||
Debt as a percent of total capitalization
|
44.0
|
%
|
39.7
|
%
|
45.5
|
%
|
38.9
|
%
|
48.7
|
%
|
(1)
|
The 2016 values include the impact of a change in accounting policy for asbestos-related defense and processing costs. See Notes
1
and
15
to the Consolidated Financial Statements for additional information.
|
(2)
|
Adjusted for the reclassification of debt issuance costs related to the adoption of ASU 2015-03 in 2015. See Note 2 to the Consolidated Financial Statements for additional information.
|
(3)
|
Adjusted for the adoption of ASU 2015-17 in 2016. See Notes 1 and 2 to the Consolidated Financial Statements for additional information.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Table of Contents
|
Page
|
(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 sales from January 1, 2016 through April 30, 2016 for the step acquisition of Univation Technologies, LLC, acquired on May 5, 2015 (Performance Plastics).
|
•
|
On March 7, 2016, the Company announced its new, on-purpose propylene production facility in Freeport, Texas, successfully completed the performance test, certifying that the 750 kilotonnes per annum ("KTA") unit is capable of operating at full operating capacity.
|
•
|
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.
|
•
|
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 E. I. du Pont de Nemours & Company ("DuPont") and includes a joint proxy statement of Dow and DuPont and a prospectus of DowDuPont.
|
•
|
In connection with the planned merger of equals transaction with DuPont, 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.
|
•
|
On August 29, 2016, the Company announced that its joint venture in the Middle East - Sadara - achieved a significant milestone with the successful start-up of its mixed feed cracker and a third polyethylene train, which added to the two polyethylene trains already in operation.
|
•
|
On December 9, 2016, the Company announced that it will invest in a new, state-of-the-art innovation center in Midland, Michigan, which will support approximately 200 research and development jobs in Michigan, including 100 newly created jobs while repatriating 100 jobs from other Dow facilities throughout the globe to Midland.
|
•
|
Dow launched two additional Pack Studios in 2016 - the opening of Pack Studios Singapore, the second Pack Studios center for Asia Pacific, and Pack Studios Ringwood, located in North America and focused on laminating adhesives.
|
•
|
Dow completed expansions of its Louisiana ethylene and Seadrift, Texas, gas-phase polyethylene production facilities, delivering further integration strength to complement the Company's market-focused downstream investments.
|
•
|
Dow was named to the Dow Jones Sustainability World Index - marking the 16th time the Company has been named to this global benchmark.
|
•
|
Dow received seven
R&D 100 Awards
from
R&D Magazine
for revolutionary technologies including: BETAFORCE™ 2817 Structural Adhesive, two awards for CANVERA™ Polyolefin Dispersions, Dow Corning® TC-3040 Thermal Gel, Flexible Acrylic Resin, PARADIGM™ WG Herbicide with ARYLEX™ Active and DOW AGILITY™ Performance LDPE.
|
•
|
Dow received two 2016 Sustainability Awards from the Business Intelligence Group including the Sustainability Initiative of the Year Award for RETAIN™ Polymer Modifiers and the Sustainability Product of the Year Award for CANVERA™ Polyolefin Dispersions.
|
•
|
Dow AgroSciences LLC was the recipient of a Presidential Green Chemistry Challenge Award from the U.S. Environmental Protection Agency for INSTINCT® Nitrogen Stabilizer.
|
•
|
Dow was recognized in the Top 10 Best Companies for Leaders by
Chief Executive
magazine.
|
•
|
Dow was named to the 2016
Working Mother
100 Best Companies list, marking the 12th time Dow has received this prestigious recognition.
|
•
|
Dow was named to
Forbes
Just 100: America's Best Corporation Citizens in 2016 list - recognizing the Company's strategic vision and actions to deliver long-term value to society as a whole while earning the right to operate.
|
•
|
Dow was named the
ICIS
Company of the Year, based on financial metrics, by weekly global publication
ICIS Chemical Business
. The selection takes into account year-on-year growth in profits at the operating and net levels, as well as margins.
|
•
|
Dow was honored for the 12th consecutive year by the Human Rights Campaign for achieving a 100 percent rating on its corporate equality index - a global benchmarking tool on corporate policies and practices related to lesbian, gay, bisexual and transgender (LGBT) employees.
|
•
|
On February 2, 2016, Dow announced the planned transition of Chairman and Chief Executive Officer Andrew N. Liveris. The transition will occur on the earlier of the material completion of the anticipated spins following the closing of the announced DowDuPont merger transaction or June 30, 2017.
|
•
|
On February 2, 2016, James R. Fitterling was appointed President and Chief Operating Officer. He succeeds Andrew N. Liveris as President with Mr. Liveris continuing as the Company's Chairman and Chief Executive Officer.
|
•
|
On April 15, 2016, Gary McGuire was elected Vice President and Treasurer, succeeding Fernando Ruiz, Corporate Vice President and Treasurer, who announced his intention to retire from the Company.
|
(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 sales from January 1, 2016 through April 30, 2016 for the step acquisition of Univation, acquired on May 5, 2015 (Performance Plastics).
|
Production Costs and Operating Expenses
|
|||||||||
Cost components as a percent of total
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Hydrocarbon feedstocks and energy
|
|
24
|
%
|
|
27
|
%
|
|
38
|
%
|
Salaries, wages and employee benefits
|
|
17
|
|
|
18
|
|
|
15
|
|
Maintenance
|
|
4
|
|
|
5
|
|
|
4
|
|
Depreciation
|
|
5
|
|
|
4
|
|
|
4
|
|
Restructuring charges
|
|
1
|
|
|
1
|
|
|
—
|
|
Supplies, services and other raw materials
|
|
49
|
|
|
45
|
|
|
39
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Certain Items Impacting Results
|
Pretax
Impact
(1)
|
|
Impact on
Net Income
(2)
|
|
Impact on
EPS
(3) (4) (5)
|
||||||||||||||||||||||||||||||
In millions, except per share amounts
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||||||||
Reported U.S. GAAP Amounts (6)
|
|
|
|
|
|
|
$
|
3,978
|
|
|
$
|
7,345
|
|
|
$
|
3,432
|
|
|
$
|
3.52
|
|
|
$
|
6.15
|
|
|
$
|
2.87
|
|
||||||
- Certain items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Environmental charges
|
$
|
(295
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
(0.17
|
)
|
|
—
|
|
|
—
|
|
||||||
Charge for termination of a terminal use agreement
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Impact of Dow Corning ownership restructure
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Asset impairments and related costs
|
—
|
|
|
(91
|
)
|
|
(23
|
)
|
|
—
|
|
|
(70
|
)
|
|
(14
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|||||||||
Warranty accrual adjustment of exited business
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|||||||||
Univation step acquisition
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|||||||||
Transactions and productivity costs
|
(124
|
)
|
|
(24
|
)
|
|
—
|
|
|
(79
|
)
|
|
(16
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||||||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Transactions and productivity costs
|
(379
|
)
|
|
(51
|
)
|
|
—
|
|
|
(307
|
)
|
|
(38
|
)
|
|
—
|
|
|
(0.27
|
)
|
|
(0.03
|
)
|
|
—
|
|
|||||||||
Goodwill and other intangible asset impairment losses
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|||||||||
Restructuring charges
|
(454
|
)
|
|
(415
|
)
|
|
—
|
|
|
(308
|
)
|
|
(274
|
)
|
|
—
|
|
|
(0.27
|
)
|
|
(0.24
|
)
|
|
—
|
|
|||||||||
Asbestos-related charge
|
(1,113
|
)
|
|
—
|
|
|
(78
|
)
|
|
(701
|
)
|
|
—
|
|
|
(49
|
)
|
|
(0.58
|
)
|
|
—
|
|
|
(0.04
|
)
|
|||||||||
Equity in earnings of nonconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Impact of Dow Corning ownership restructure
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Joint venture actions
|
—
|
|
|
(36
|
)
|
|
(93
|
)
|
|
—
|
|
|
(26
|
)
|
|
(87
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
(0.08
|
)
|
|||||||||
Sundry income (expense) - net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Implant liability adjustment
|
27
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||||||||
Charges related to AgroFresh
|
(163
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Impact of Dow Corning ownership restructure
|
2,445
|
|
|
—
|
|
|
—
|
|
|
2,586
|
|
|
—
|
|
|
—
|
|
|
2.28
|
|
|
—
|
|
|
—
|
|
|||||||||
Urethane matters legal settlements
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|
(778
|
)
|
|
—
|
|
|
—
|
|
|
(0.70
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Gain on split-off of chlorine value chain
|
6
|
|
|
2,233
|
|
|
—
|
|
|
6
|
|
|
2,215
|
|
|
—
|
|
|
0.01
|
|
|
1.96
|
|
|
—
|
|
|||||||||
Gain on sale of MEGlobal
|
—
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
0.52
|
|
|
—
|
|
|||||||||
Gain on 2015 business divestitures
|
—
|
|
|
1,320
|
|
|
—
|
|
|
—
|
|
|
823
|
|
|
—
|
|
|
—
|
|
|
0.71
|
|
|
—
|
|
|||||||||
Gain on Univation step acquisition
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
0.31
|
|
|
—
|
|
|||||||||
Asset impairments and related costs
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(0.05
|
)
|
|
—
|
|
|||||||||
Impact of Argentine peso devaluation
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(0.09
|
)
|
|
—
|
|
|||||||||
Loss on early extinguishment of debt
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Transactions and productivity costs
|
(41
|
)
|
|
(119
|
)
|
|
(49
|
)
|
|
(48
|
)
|
|
(99
|
)
|
|
(31
|
)
|
|
(0.05
|
)
|
|
(0.09
|
)
|
|
(0.03
|
)
|
|||||||||
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Uncertain tax position
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Total certain items
|
$
|
(1,782
|
)
|
|
$
|
3,730
|
|
|
$
|
(393
|
)
|
|
$
|
(243
|
)
|
|
$
|
3,291
|
|
|
$
|
(277
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
2.90
|
|
|
$
|
(0.24
|
)
|
+ Dilutive effect of assumed preferred stock conversion into shares of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
N/A
|
|
|||||||||||||
= Operating Results (Non-GAAP) (7)
|
|
|
|
|
|
|
$
|
4,221
|
|
|
$
|
4,054
|
|
|
$
|
3,709
|
|
|
$
|
3.72
|
|
|
$
|
3.47
|
|
|
$
|
3.11
|
|
(1)
|
Impact on "Income Before Income Taxes."
|
(2)
|
Impact on "Net Income Available for The Dow Chemical Company Common Stockholders."
|
(3)
|
Impact on "Earnings per common share - diluted."
|
(4)
|
The assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was excluded from the calculation of "Earnings per common share - diluted" for the twelve-month periods ended December 31, 2016 and December 31, 2014. The assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was excluded from the calculation of "Operating earnings per common share - diluted" (Non-GAAP) as well as the certain items earnings per share impact for the twelve-month periods ended December 31, 2015 and December 31, 2014 because the effect of including them would have been antidilutive.
|
(5)
|
For the twelve-month period ended December 31, 2016, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of "Operating earnings per common share - diluted" (Non-GAAP). For the twelve-month period ended December 31, 2015, an assumed conversion of the Company's Preferred Stock into shares of the Company's common stock was included in the calculation of "Earnings per common share - diluted" (GAAP).
|
(6)
|
The Company used "Net Income Attributable to The Dow Chemical Company" when calculating "Earnings per common share - diluted" (GAAP) for the twelve-month period ended December 31, 2015, as it excludes preferred dividends of $340 million.
|
(7)
|
"Operating earnings per common share - diluted" (Non-GAAP) for the twelve-month period ended December 31, 2016, excludes preferred dividends of $340 million.
|
Sales Volume and Price by Operating Segment and Geographic Area
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||
Percent change from prior year
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
|
Volume
|
|
|
Price
|
|
|
Total
|
|
Operating Segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Agricultural Sciences
|
(3
|
)%
|
|
—
|
%
|
|
(3
|
)%
|
|
(4
|
)%
|
|
(8
|
)%
|
|
(12
|
)%
|
|
3
|
%
|
|
(1
|
)%
|
|
2
|
%
|
Consumer Solutions
|
29
|
|
|
(4
|
)
|
|
25
|
|
|
1
|
|
|
(7
|
)
|
|
(6
|
)
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
Infrastructure Solutions
|
23
|
|
|
(6
|
)
|
|
17
|
|
|
2
|
|
|
(14
|
)
|
|
(12
|
)
|
|
1
|
|
|
—
|
|
|
1
|
|
Performance Materials & Chemicals
|
(14
|
)
|
|
(9
|
)
|
|
(23
|
)
|
|
(6
|
)
|
|
(15
|
)
|
|
(21
|
)
|
|
2
|
|
|
—
|
|
|
2
|
|
Performance Plastics
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
5
|
|
|
(23
|
)
|
|
(18
|
)
|
|
—
|
|
|
2
|
|
|
2
|
|
Total
|
5
|
%
|
|
(6
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
|
(17
|
)%
|
|
(16
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
Geographic Areas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
5
|
%
|
|
(6
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
(14
|
)%
|
|
(14
|
)%
|
|
2
|
%
|
|
2
|
%
|
|
4
|
%
|
Europe, Middle East, Africa & India
|
3
|
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
Rest of World
|
7
|
|
|
(6
|
)
|
|
1
|
|
|
1
|
|
|
(13
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Total
|
5
|
%
|
|
(6
|
)%
|
|
(1
|
)%
|
|
1
|
%
|
|
(17
|
)%
|
|
(16
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
2
|
%
|
(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); the global Sodium Borohydride business, divested on January 30, 2015 (Performance Materials & Chemicals); the Polypropylene Licensing and Catalysts business, divested on December 2, 2013 (Performance Plastics); and sales related to Nippon Unicar Company Limited, divested on July 1, 2013 (Performance Plastics). Also excludes current period sales related to the ownership restructure of Dow Corning announced on June 1, 2016 (Consumer Solutions and Infrastructure Solutions), the step acquisition of Univation, acquired on May 5, 2015 (Performance Plastics) and sales from Cooperativa Central de Pesquisa Agrícola's ("Coodetec"), acquired on February 1, 2015 (Agricultural Sciences).
|
Agricultural Sciences
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
6,174
|
|
|
$
|
6,381
|
|
|
$
|
7,290
|
|
Price change from comparative period
|
|
—
|
%
|
|
(8
|
)%
|
|
(1
|
)%
|
|||
Volume change from comparative period
|
|
(3
|
)%
|
|
(4
|
)%
|
|
3
|
%
|
|||
Volume change, excluding acquisitions and divestitures
|
|
(2
|
)%
|
|
(3
|
)%
|
|
3
|
%
|
|||
Equity earnings (losses)
|
|
$
|
3
|
|
|
$
|
(15
|
)
|
|
$
|
4
|
|
EBITDA
|
|
$
|
806
|
|
|
$
|
1,432
|
|
|
$
|
962
|
|
Certain items impacting EBITDA
|
|
$
|
(170
|
)
|
|
$
|
573
|
|
|
$
|
—
|
|
EBITDA excluding certain items
|
|
$
|
976
|
|
|
$
|
859
|
|
|
$
|
962
|
|
Consumer Solutions
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
5,455
|
|
|
$
|
4,379
|
|
|
$
|
4,639
|
|
Price change from comparative period
|
|
(4
|
)%
|
|
(7
|
)%
|
|
(1
|
)%
|
|||
Volume change from comparative period
|
|
29
|
%
|
|
1
|
%
|
|
3
|
%
|
|||
Volume change, excluding acquisitions
|
|
4
|
%
|
|
1
|
%
|
|
3
|
%
|
|||
Equity earnings
|
|
$
|
132
|
|
|
$
|
91
|
|
|
$
|
281
|
|
EBITDA
|
|
$
|
2,828
|
|
|
$
|
1,048
|
|
|
$
|
1,130
|
|
Certain items impacting EBITDA
|
|
$
|
1,144
|
|
|
$
|
(59
|
)
|
|
$
|
82
|
|
EBITDA excluding certain items
|
|
$
|
1,684
|
|
|
$
|
1,107
|
|
|
$
|
1,048
|
|
Infrastructure Solutions
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
8,621
|
|
|
$
|
7,394
|
|
|
$
|
8,429
|
|
Price change from comparative period
|
|
(6
|
)%
|
|
(14
|
)%
|
|
—
|
%
|
|||
Volume change from comparative period
|
|
23
|
%
|
|
2
|
%
|
|
1
|
%
|
|||
Volume change, excluding acquisitions
|
|
(3
|
)%
|
|
2
|
%
|
|
1
|
%
|
|||
Equity earnings (losses)
|
|
$
|
215
|
|
|
$
|
203
|
|
|
$
|
(6
|
)
|
EBITDA
|
|
$
|
2,318
|
|
|
$
|
1,021
|
|
|
$
|
817
|
|
Certain items impacting EBITDA
|
|
$
|
864
|
|
|
$
|
(101
|
)
|
|
$
|
(348
|
)
|
EBITDA excluding certain items
|
|
$
|
1,454
|
|
|
$
|
1,122
|
|
|
$
|
1,165
|
|
Performance Materials & Chemicals
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
9,225
|
|
|
$
|
11,973
|
|
|
$
|
15,114
|
|
Price change from comparative period
|
|
(9
|
)%
|
|
(15
|
)%
|
|
—
|
%
|
|||
Volume change from comparative period
|
|
(14
|
)%
|
|
(6
|
)%
|
|
2
|
%
|
|||
Volume change, excluding divestitures
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
|||
Equity earnings (losses)
|
|
$
|
(18
|
)
|
|
$
|
225
|
|
|
$
|
322
|
|
EBITDA
|
|
$
|
134
|
|
|
$
|
5,479
|
|
|
$
|
2,193
|
|
Certain items impacting EBITDA
|
|
$
|
(1,230
|
)
|
|
$
|
3,409
|
|
|
$
|
—
|
|
EBITDA excluding certain items
|
|
$
|
1,364
|
|
|
$
|
2,070
|
|
|
$
|
2,193
|
|
Performance Plastics
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
18,404
|
|
|
$
|
18,357
|
|
|
$
|
22,386
|
|
Price change from comparative period
|
|
(8
|
)%
|
|
(23
|
)%
|
|
2
|
%
|
|||
Volume change from comparative period
|
|
8
|
%
|
|
5
|
%
|
|
—
|
%
|
|||
Volume change, excluding acquisitions and divestitures
|
|
9
|
%
|
|
5
|
%
|
|
1
|
%
|
|||
Equity earnings
|
|
$
|
137
|
|
|
$
|
220
|
|
|
$
|
257
|
|
EBITDA
|
|
$
|
4,503
|
|
|
$
|
5,399
|
|
|
$
|
4,422
|
|
Certain items impacting EBITDA
|
|
$
|
(129
|
)
|
|
$
|
597
|
|
|
$
|
—
|
|
EBITDA excluding certain items
|
|
$
|
4,632
|
|
|
$
|
4,802
|
|
|
$
|
4,422
|
|
Corporate
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
$
|
279
|
|
|
$
|
294
|
|
|
$
|
309
|
|
Equity losses
|
|
$
|
(27
|
)
|
|
$
|
(50
|
)
|
|
$
|
(23
|
)
|
EBITDA
|
|
$
|
(2,563
|
)
|
|
$
|
(1,053
|
)
|
|
$
|
(580
|
)
|
Certain items impacting EBITDA
|
|
$
|
(2,261
|
)
|
|
$
|
(689
|
)
|
|
$
|
(127
|
)
|
EBITDA excluding certain items
|
|
$
|
(302
|
)
|
|
$
|
(364
|
)
|
|
$
|
(453
|
)
|
Cash Flow Summary
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
5,478
|
|
|
$
|
7,516
|
|
|
$
|
6,502
|
|
Investing activities
|
|
(3,479
|
)
|
|
(1,350
|
)
|
|
(3,105
|
)
|
|||
Financing activities
|
|
(3,892
|
)
|
|
(3,041
|
)
|
|
(3,583
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(77
|
)
|
|
(202
|
)
|
|
(100
|
)
|
|||
Summary
|
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
$
|
(1,970
|
)
|
|
$
|
2,923
|
|
|
$
|
(286
|
)
|
Cash and cash equivalents at beginning of year
|
|
8,577
|
|
|
5,654
|
|
|
5,940
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
6,607
|
|
|
$
|
8,577
|
|
|
$
|
5,654
|
|
Net Working Capital at December 31
In millions
|
|
2016
|
|
|
2015
|
|
||
Current assets
(1)
|
|
$
|
23,659
|
|
|
$
|
23,941
|
|
Current liabilities
(1)
|
|
12,604
|
|
|
11,115
|
|
||
Net working capital
|
|
$
|
11,055
|
|
|
$
|
12,826
|
|
Current ratio
|
|
1.88
|
:1
|
|
2.15
|
:1
|
||
Days-sales-outstanding-in-receivables
|
|
47
|
|
|
47
|
|
||
Days-sales-in-inventory
|
|
67
|
|
|
72
|
|
(1)
|
Presented in accordance with newly implemented ASU 2015-17. See Notes
1
and
2
to the Consolidated Financial Statements for further information.
|
Capital Expenditures Summary
|
|
|
|
|
|
|
||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Capital expenditures
|
|
$
|
3,804
|
|
|
$
|
3,703
|
|
|
$
|
3,572
|
|
Spending by project type:
|
|
|
|
|
|
|
||||||
Projects related to additional capacity for new and existing products
|
|
67
|
%
|
|
68
|
%
|
|
68
|
%
|
|||
Projects related to environmental protection, safety, loss prevention and industrial hygiene
|
|
9
|
%
|
|
9
|
%
|
|
10
|
%
|
|||
Other (primarily shared infrastructure and plant maintenance/health)
|
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
Committed and Available Credit Facilities at December 31, 2016
|
||||||||||||||
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 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
|
|
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
(1)
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,880
|
|
|
$
|
6,380
|
|
|
|
|
|
(1)
|
Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of the Company as of June 1, 2016.
|
Total Debt at December 31
In millions
|
|
2016
|
|
|
2015
|
|
||
Notes payable
|
|
$
|
272
|
|
|
$
|
454
|
|
Long-term debt due within one year
(1)
|
|
635
|
|
|
541
|
|
||
Long-term debt
(1)
|
|
20,456
|
|
|
16,215
|
|
||
Gross debt
|
|
$
|
21,363
|
|
|
$
|
17,210
|
|
Cash and cash equivalents
|
|
$
|
6,607
|
|
|
$
|
8,577
|
|
Net debt
|
|
$
|
14,756
|
|
|
$
|
8,633
|
|
Gross debt as a percent of total capitalization
|
|
44.0
|
%
|
|
39.7
|
%
|
||
Net debt as a percent of total capitalization
|
|
35.1
|
%
|
|
24.8
|
%
|
(1)
|
Presented net of unamortized debt issuance costs. See Note
17
to the Consolidated Financial Statements for additional information.
|
Credit Ratings
|
Long-Term
|
Short-Term
|
|
Rating Agency
|
Rating
|
Rating
|
Outlook
|
Standard & Poor’s
|
BBB
|
A-2
|
Watch Developing
|
Moody’s Investors Service
|
Baa2
|
P-2
|
Stable
|
Fitch Ratings
|
BBB
|
F2
|
Watch Positive
|
Dividends Paid at December 31
In millions, except per share amounts
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Dividends paid, per common share
|
$
|
1.84
|
|
|
$
|
1.68
|
|
|
$
|
1.43
|
|
Dividends paid to common shareholders
|
$
|
2,037
|
|
|
$
|
1,913
|
|
|
$
|
1,680
|
|
Dividends paid to preferred shareholders
(1)
|
$
|
425
|
|
|
$
|
340
|
|
|
$
|
340
|
|
(1)
|
Dividends paid to preferred shareholders in 2016 includes payment of the fourth quarter 2016 declared dividend.
|
Contractual Obligations at December 31, 2016
|
Payments Due by Year
|
|
|
||||||||||||||||||||||||
In millions
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022 and beyond
|
|
|
Total
|
|
|||||||
Long-term debt – current and noncurrent (1)
|
$
|
659
|
|
|
$
|
5,237
|
|
|
$
|
2,391
|
|
|
$
|
1,825
|
|
|
$
|
1,567
|
|
|
$
|
9,785
|
|
|
$
|
21,464
|
|
Deferred income tax liabilities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
923
|
|
|
923
|
|
|||||||
Pension and other postretirement benefits
|
658
|
|
|
450
|
|
|
450
|
|
|
883
|
|
|
933
|
|
|
7,825
|
|
|
11,199
|
|
|||||||
Other noncurrent obligations
(3)
|
—
|
|
|
756
|
|
|
691
|
|
|
548
|
|
|
372
|
|
|
4,326
|
|
|
6,693
|
|
|||||||
Uncertain tax positions, including interest and penalties
(4)
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
257
|
|
|||||||
Other contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Minimum lease commitments
|
351
|
|
|
300
|
|
|
272
|
|
|
246
|
|
|
221
|
|
|
1,064
|
|
|
2,454
|
|
|||||||
Purchase commitments – take-or-pay and throughput obligations
|
2,600
|
|
|
2,498
|
|
|
2,172
|
|
|
2,083
|
|
|
1,725
|
|
|
7,304
|
|
|
18,382
|
|
|||||||
Purchase commitments – other
(5)
|
203
|
|
|
145
|
|
|
148
|
|
|
85
|
|
|
63
|
|
|
88
|
|
|
732
|
|
|||||||
Expected cash requirements for interest
(6)
|
997
|
|
|
921
|
|
|
789
|
|
|
690
|
|
|
609
|
|
|
6,710
|
|
|
10,716
|
|
|||||||
Total
|
$
|
5,494
|
|
|
$
|
10,307
|
|
|
$
|
6,913
|
|
|
$
|
6,360
|
|
|
$
|
5,490
|
|
|
$
|
38,256
|
|
|
$
|
72,820
|
|
(1)
|
Excludes unamortized debt discount and issuance costs of
$373 million
. Includes
$295 million
of capital lease obligations. Assumes the option to extend the DCC Term Loan facility will be exercised.
|
(2)
|
Deferred income tax liabilities may vary according to changes in tax laws, tax rates and the operating results of the Company. As a result, it is impractical to determine whether there will be a cash impact to an individual year. All noncurrent deferred income tax liabilities have been reflected in “2022 and beyond.”
|
(3)
|
Includes "Asbestos-related liabilities - noncurrent." Annual payments to resolve asbestos-related matters will vary based on changes in defense strategies, changes in state and national law, and claims filing and resolution rates.
|
(4)
|
Due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities, the Company is unable to determine the timing of payments related to its uncertain tax positions, including interest and penalties. Amounts beyond the current year are therefore reflected in “2022 and beyond.”
|
(5)
|
Includes outstanding purchase orders and other commitments greater than $1 million, obtained through a survey conducted within the Company.
|
(6)
|
Cash requirements for interest on long-term debt was calculated using current interest rates at
December 31, 2016
, and includes approximately $4,968 million of various floating rate notes.
|
•
|
Conserve - aggressively pursue energy efficiency and conservation
|
•
|
Optimize - increase and diversify energy resources
|
•
|
Accelerate - develop cost-effective, clean, renewable and alternative energy sources
|
•
|
Transition - to a sustainable energy future
|
Environmental Sites
|
|
Dow-owned Sites
(1)
|
|
Superfund Sites
(2)
|
||||||||
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Number of sites at January 1
|
|
180
|
|
|
184
|
|
|
124
|
|
|
124
|
|
Sites added during year
|
|
16
|
|
|
7
|
|
|
10
|
|
|
7
|
|
Sites closed during year
|
|
(7
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(7
|
)
|
Number of sites at December 31
|
|
189
|
|
|
180
|
|
|
131
|
|
|
124
|
|
(1)
|
Dow-owned sites are sites currently or formerly owned by Dow. In the United States, remediation obligations are imposed by the Resource Conservation and Recovery Act or analogous state law. At December 31, 2016, 38 of these sites (41 sites at December 31, 2015) were formerly owned by Dowell Schlumberger, Inc., a group of companies in which the Company previously owned a 50 percent interest. Dow sold its interest in Dowell Schlumberger in 1992.
|
(2)
|
Superfund sites are sites, including sites not owned by Dow, where remediation obligations are imposed by Superfund Law.
|
Asbestos-Related Claim Activity
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Claims unresolved at January 1
|
|
18,778
|
|
|
26,116
|
|
|
29,005
|
|
Claims filed
|
|
7,813
|
|
|
7,544
|
|
|
8,857
|
|
Claims settled, dismissed or otherwise resolved
|
|
(10,450
|
)
|
|
(14,882
|
)
|
|
(11,746
|
)
|
Claims unresolved at December 31
|
|
16,141
|
|
|
18,778
|
|
|
26,116
|
|
Claimants with claims against both UCC and Amchem
|
|
(5,741
|
)
|
|
(6,804
|
)
|
|
(8,209
|
)
|
Individual claimants at December 31
|
|
10,400
|
|
|
11,974
|
|
|
17,907
|
|
Total Daily VAR by Exposure Type at December 31
|
2016
|
|
2015
|
||||||||||||
In millions
|
Year-end
|
|
|
Average
|
|
|
Year-end
|
|
|
Average
|
|
||||
Commodities
|
$
|
24
|
|
|
$
|
23
|
|
|
$
|
21
|
|
|
$
|
20
|
|
Equities
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Foreign exchange
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest rate
|
$
|
82
|
|
|
$
|
90
|
|
|
$
|
96
|
|
|
$
|
103
|
|
Composite
|
$
|
151
|
|
|
$
|
138
|
|
|
$
|
133
|
|
|
$
|
141
|
|
/s/ DELOITTE & TOUCHE LLP
|
(In millions, except per share amounts) For the years ended December 31
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net Sales
|
$
|
48,158
|
|
|
$
|
48,778
|
|
|
$
|
58,167
|
|
Cost of sales
|
37,641
|
|
|
37,836
|
|
|
47,464
|
|
|||
Research and development expenses
|
1,584
|
|
|
1,598
|
|
|
1,647
|
|
|||
Selling, general and administrative expenses
|
3,304
|
|
|
2,971
|
|
|
3,106
|
|
|||
Amortization of intangibles
|
544
|
|
|
419
|
|
|
436
|
|
|||
Goodwill and other intangible asset impairment losses
|
—
|
|
|
—
|
|
|
50
|
|
|||
Restructuring charges (credits)
|
452
|
|
|
415
|
|
|
(3
|
)
|
|||
Asbestos-related charge
|
1,113
|
|
|
—
|
|
|
78
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
442
|
|
|
674
|
|
|
835
|
|
|||
Sundry income (expense) - net
|
1,202
|
|
|
4,592
|
|
|
(27
|
)
|
|||
Interest income
|
107
|
|
|
71
|
|
|
51
|
|
|||
Interest expense and amortization of debt discount
|
858
|
|
|
946
|
|
|
983
|
|
|||
Income Before Income Taxes
|
4,413
|
|
|
9,930
|
|
|
5,265
|
|
|||
Provision for income taxes
|
9
|
|
|
2,147
|
|
|
1,426
|
|
|||
Net Income
|
4,404
|
|
|
7,783
|
|
|
3,839
|
|
|||
Net income attributable to noncontrolling interests
|
86
|
|
|
98
|
|
|
67
|
|
|||
Net Income Attributable to The Dow Chemical Company
|
4,318
|
|
|
7,685
|
|
|
3,772
|
|
|||
Preferred stock dividends
|
340
|
|
|
340
|
|
|
340
|
|
|||
Net Income Available for The Dow Chemical Company Common Stockholders
|
$
|
3,978
|
|
|
$
|
7,345
|
|
|
$
|
3,432
|
|
|
|
|
|
|
|
||||||
Per Common Share Data:
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
$
|
3.57
|
|
|
$
|
6.45
|
|
|
$
|
2.91
|
|
Earnings per common share - diluted
|
$
|
3.52
|
|
|
$
|
6.15
|
|
|
$
|
2.87
|
|
|
|
|
|
|
|
||||||
Dividends declared per share of common stock
|
$
|
1.84
|
|
|
$
|
1.72
|
|
|
$
|
1.53
|
|
Weighted-average common shares outstanding - basic
|
1,108.1
|
|
|
1,130.1
|
|
|
1,170.9
|
|
|||
Weighted-average common shares outstanding - diluted
|
1,123.2
|
|
|
1,241.4
|
|
|
1,187.0
|
|
(In millions) For the years ended December 31
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net Income
|
$
|
4,404
|
|
|
$
|
7,783
|
|
|
$
|
3,839
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
||||||
Unrealized losses on investments
|
(4
|
)
|
|
(94
|
)
|
|
(19
|
)
|
|||
Cumulative translation adjustments
|
(644
|
)
|
|
(986
|
)
|
|
(1,227
|
)
|
|||
Pension and other postretirement benefit plans
|
(620
|
)
|
|
552
|
|
|
(1,861
|
)
|
|||
Derivative instruments
|
113
|
|
|
(122
|
)
|
|
(83
|
)
|
|||
Total other comprehensive loss
|
(1,155
|
)
|
|
(650
|
)
|
|
(3,190
|
)
|
|||
Comprehensive Income
|
3,249
|
|
|
7,133
|
|
|
649
|
|
|||
Comprehensive income attributable to noncontrolling interests, net of tax
|
83
|
|
|
65
|
|
|
35
|
|
|||
Comprehensive Income Attributable to The Dow Chemical Company
|
$
|
3,166
|
|
|
$
|
7,068
|
|
|
$
|
614
|
|
(In millions, except share amounts) At December 31
|
2016
|
|
|
2015
|
|
||
Assets
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents (variable interest entities restricted - 2016: $75; 2015: $158)
|
$
|
6,607
|
|
|
$
|
8,577
|
|
Accounts and notes receivable:
|
|
|
|
||||
Trade (net of allowance for doubtful receivables - 2016: $110; 2015: $94)
|
4,666
|
|
|
4,078
|
|
||
Other
|
4,358
|
|
|
3,768
|
|
||
Inventories
|
7,363
|
|
|
6,871
|
|
||
Other current assets
|
665
|
|
|
647
|
|
||
Total current assets
|
23,659
|
|
|
23,941
|
|
||
Investments
|
|
|
|
||||
Investment in nonconsolidated affiliates
|
3,747
|
|
|
3,958
|
|
||
Other investments (investments carried at fair value - 2016: $1,959; 2015: $1,866)
|
2,969
|
|
|
2,923
|
|
||
Noncurrent receivables
|
708
|
|
|
816
|
|
||
Total investments
|
7,424
|
|
|
7,697
|
|
||
Property
|
|
|
|
||||
Property
|
57,438
|
|
|
50,802
|
|
||
Less accumulated depreciation
|
33,952
|
|
|
32,948
|
|
||
Net property (variable interest entities restricted - 2016: $961; 2015: $1,717)
|
23,486
|
|
|
17,854
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
15,272
|
|
|
12,154
|
|
||
Other intangible assets (net of accumulated amortization - 2016: $4,295; 2015: $3,770)
|
6,026
|
|
|
3,617
|
|
||
Deferred income tax assets
|
3,079
|
|
|
2,140
|
|
||
Deferred charges and other assets
|
565
|
|
|
535
|
|
||
Total other assets
|
24,942
|
|
|
18,446
|
|
||
Total Assets
|
$
|
79,511
|
|
|
$
|
67,938
|
|
Liabilities and Equity
|
|||||||
Current Liabilities
|
|
|
|
||||
Notes payable
|
$
|
272
|
|
|
$
|
454
|
|
Long-term debt due within one year
|
635
|
|
|
541
|
|
||
Accounts payable:
|
|
|
|
||||
Trade
|
4,519
|
|
|
3,577
|
|
||
Other
|
2,401
|
|
|
2,287
|
|
||
Income taxes payable
|
600
|
|
|
452
|
|
||
Dividends payable
|
508
|
|
|
592
|
|
||
Accrued and other current liabilities
|
3,669
|
|
|
3,212
|
|
||
Total current liabilities
|
12,604
|
|
|
11,115
|
|
||
Long-Term Debt (variable interest entities nonrecourse - 2016: $330; 2015: $487)
|
20,456
|
|
|
16,215
|
|
||
Other Noncurrent Liabilities
|
|
|
|
||||
Deferred income tax liabilities
|
923
|
|
|
587
|
|
||
Pension and other postretirement benefits - noncurrent
|
11,375
|
|
|
9,119
|
|
||
Asbestos-related liabilities - noncurrent
|
1,364
|
|
|
387
|
|
||
Other noncurrent obligations
|
5,560
|
|
|
4,332
|
|
||
Total other noncurrent liabilities
|
19,222
|
|
|
14,425
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, series A (issued $1.00 par, $1,000 liquidation preference;
outstanding 2016: zero; 2015: 4,000,000 shares)
|
—
|
|
|
4,000
|
|
||
Common stock (authorized 1,500,000,000 shares of $2.50 par value each;
issued 2016: 1,242,794,836 shares; 2015: 1,242,794,836 shares)
|
3,107
|
|
|
3,107
|
|
||
Additional paid-in capital
|
4,262
|
|
|
4,936
|
|
||
Retained earnings
|
30,338
|
|
|
28,425
|
|
||
Accumulated other comprehensive loss
|
(9,822
|
)
|
|
(8,667
|
)
|
||
Unearned ESOP shares
|
(239
|
)
|
|
(272
|
)
|
||
Treasury stock at cost (2016: 31,661,501 shares; 2015: 125,853,161 shares)
|
(1,659
|
)
|
|
(6,155
|
)
|
||
The Dow Chemical Company’s stockholders’ equity
|
25,987
|
|
|
25,374
|
|
||
Noncontrolling interests
|
1,242
|
|
|
809
|
|
||
Total equity
|
27,229
|
|
|
26,183
|
|
||
Total Liabilities and Equity
|
$
|
79,511
|
|
|
$
|
67,938
|
|
(In millions) For the years ended December 31
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
4,404
|
|
|
$
|
7,783
|
|
|
$
|
3,839
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,862
|
|
|
2,521
|
|
|
2,747
|
|
|||
Provision (Credit) for deferred income tax
|
(1,259
|
)
|
|
305
|
|
|
466
|
|
|||
Earnings of nonconsolidated affiliates less than dividends received
|
243
|
|
|
142
|
|
|
121
|
|
|||
Pension contributions
|
(629
|
)
|
|
(844
|
)
|
|
(815
|
)
|
|||
Net gain on sales of investments
|
(116
|
)
|
|
(95
|
)
|
|
(76
|
)
|
|||
Net gain on sales of property, businesses and consolidated companies
|
(88
|
)
|
|
(3,811
|
)
|
|
(45
|
)
|
|||
Net (gain) loss on sales of ownership interests in nonconsolidated affiliates
|
(10
|
)
|
|
(749
|
)
|
|
1
|
|
|||
Net gain on step acquisition of nonconsolidated affiliates
|
(2,445
|
)
|
|
(361
|
)
|
|
—
|
|
|||
Goodwill and other intangible asset impairment losses
|
—
|
|
|
—
|
|
|
50
|
|
|||
Asset impairments and related costs
|
143
|
|
|
144
|
|
|
23
|
|
|||
Restructuring charges (credits)
|
452
|
|
|
415
|
|
|
(3
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
8
|
|
|
—
|
|
|||
Asbestos-related charge
|
1,113
|
|
|
—
|
|
|
78
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(57
|
)
|
|
(41
|
)
|
|
(42
|
)
|
|||
Other net loss
|
113
|
|
|
172
|
|
|
70
|
|
|||
Changes in assets and liabilities, net of effects of acquired and divested companies:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(1,539
|
)
|
|
(84
|
)
|
|
(884
|
)
|
|||
Proceeds from interests in trade accounts receivable conduits
|
1,257
|
|
|
1,034
|
|
|
1,079
|
|
|||
Inventories
|
610
|
|
|
780
|
|
|
224
|
|
|||
Accounts payable
|
458
|
|
|
(681
|
)
|
|
(79
|
)
|
|||
Other assets and liabilities
|
(34
|
)
|
|
878
|
|
|
(252
|
)
|
|||
Cash provided by operating activities
|
5,478
|
|
|
7,516
|
|
|
6,502
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(3,804
|
)
|
|
(3,703
|
)
|
|
(3,572
|
)
|
|||
Investment in gas field developments
|
(113
|
)
|
|
—
|
|
|
—
|
|
|||
Construction of assets pending sale / leaseback
|
(63
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Proceeds from sale / leaseback of assets
|
87
|
|
|
3
|
|
|
470
|
|
|||
Payment into escrow account
|
(835
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution from escrow account
|
835
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of property, businesses and consolidated companies, net of cash divested
|
284
|
|
|
2,383
|
|
|
119
|
|
|||
Acquisitions of property, businesses and consolidated companies, net of cash acquired
|
(187
|
)
|
|
(123
|
)
|
|
—
|
|
|||
Purchases of previously leased assets
|
—
|
|
|
(46
|
)
|
|
—
|
|
|||
Cash acquired in step acquisition of nonconsolidated affiliate
|
1,050
|
|
|
—
|
|
|
—
|
|
|||
Investments in consolidated companies, net of cash acquired
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Investments in and loans to nonconsolidated affiliates
|
(1,020
|
)
|
|
(803
|
)
|
|
(270
|
)
|
|||
Distributions and loan repayments from nonconsolidated affiliates
|
109
|
|
|
17
|
|
|
69
|
|
|||
Proceeds from sales of ownership interests in nonconsolidated affiliates
|
22
|
|
|
1,528
|
|
|
8
|
|
|||
Purchases of investments
|
(577
|
)
|
|
(1,246
|
)
|
|
(643
|
)
|
|||
Proceeds from sales and maturities of investments
|
733
|
|
|
640
|
|
|
767
|
|
|||
Cash used in investing activities
|
(3,479
|
)
|
|
(1,350
|
)
|
|
(3,105
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Changes in short-term notes payable
|
(33
|
)
|
|
(82
|
)
|
|
74
|
|
|||
Proceeds from issuance of long-term debt
|
32
|
|
|
1,383
|
|
|
2,448
|
|
|||
Payments on long-term debt
|
(588
|
)
|
|
(1,114
|
)
|
|
(747
|
)
|
|||
Purchases of treasury stock
|
(916
|
)
|
|
(1,166
|
)
|
|
(4,193
|
)
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
679
|
|
|||
Proceeds from sales of common stock
|
398
|
|
|
508
|
|
|
269
|
|
|||
Transaction financing, debt issuance and other costs
|
(2
|
)
|
|
(88
|
)
|
|
(20
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
57
|
|
|
41
|
|
|
42
|
|
|||
Distributions to noncontrolling interests
|
(176
|
)
|
|
(112
|
)
|
|
(91
|
)
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
17
|
|
|
36
|
|
|||
Purchases of noncontrolling interests
|
(202
|
)
|
|
(175
|
)
|
|
(60
|
)
|
|||
Dividends paid to stockholders
|
(2,462
|
)
|
|
(2,253
|
)
|
|
(2,020
|
)
|
|||
Cash used in financing activities
|
(3,892
|
)
|
|
(3,041
|
)
|
|
(3,583
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(77
|
)
|
|
(202
|
)
|
|
(100
|
)
|
|||
Summary
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
(1,970
|
)
|
|
2,923
|
|
|
(286
|
)
|
|||
Cash and cash equivalents at beginning of year
|
8,577
|
|
|
5,654
|
|
|
5,940
|
|
|||
Cash and cash equivalents at end of year
|
$
|
6,607
|
|
|
$
|
8,577
|
|
|
$
|
5,654
|
|
(In millions, except per share amounts) For the years ended December 31
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Preferred Stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Preferred stock converted to common stock
|
(4,000
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
—
|
|
|
4,000
|
|
|
4,000
|
|
|||
Common Stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
3,107
|
|
|
3,107
|
|
|
3,054
|
|
|||
Common stock issued
|
—
|
|
|
—
|
|
|
53
|
|
|||
Balance at end of year
|
3,107
|
|
|
3,107
|
|
|
3,107
|
|
|||
Additional Paid-in Capital
|
|
|
|
|
|
||||||
Balance at beginning of year
|
4,936
|
|
|
4,846
|
|
|
3,928
|
|
|||
Common stock issued / sold
|
398
|
|
|
508
|
|
|
895
|
|
|||
Stock-based compensation and allocation of ESOP shares
|
(376
|
)
|
|
(429
|
)
|
|
30
|
|
|||
Preferred stock converted to common stock
|
(695
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(1
|
)
|
|
11
|
|
|
(7
|
)
|
|||
Balance at end of year
|
4,262
|
|
|
4,936
|
|
|
4,846
|
|
|||
Retained Earnings
|
|
|
|
|
|
||||||
Balance at beginning of year
|
28,425
|
|
|
23,045
|
|
|
21,407
|
|
|||
Net income available for The Dow Chemical Company common stockholders
|
3,978
|
|
|
7,345
|
|
|
3,432
|
|
|||
Dividends declared on common stock (per share - 2016: $1.84; 2015: $1.72; 2014: $1.53)
|
(2,037
|
)
|
|
(1,942
|
)
|
|
(1,777
|
)
|
|||
Dividend equivalents on participating securities
|
(28
|
)
|
|
(23
|
)
|
|
(17
|
)
|
|||
Balance at end of year
|
30,338
|
|
|
28,425
|
|
|
23,045
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(8,667
|
)
|
|
(8,017
|
)
|
|
(4,827
|
)
|
|||
Other comprehensive loss
|
(1,155
|
)
|
|
(650
|
)
|
|
(3,190
|
)
|
|||
Balance at end of year
|
(9,822
|
)
|
|
(8,667
|
)
|
|
(8,017
|
)
|
|||
Unearned ESOP Shares
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(272
|
)
|
|
(325
|
)
|
|
(357
|
)
|
|||
Shares acquired
|
(18
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Shares allocated to ESOP participants
|
51
|
|
|
53
|
|
|
43
|
|
|||
Balance at end of year
|
(239
|
)
|
|
(272
|
)
|
|
(325
|
)
|
|||
Treasury Stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(6,155
|
)
|
|
(4,233
|
)
|
|
(307
|
)
|
|||
Purchases
|
(916
|
)
|
|
(2,688
|
)
|
|
(4,193
|
)
|
|||
Issuances - compensation plans
|
717
|
|
|
766
|
|
|
267
|
|
|||
Issuances - Preferred stock converted to common stock
|
4,695
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
(1,659
|
)
|
|
(6,155
|
)
|
|
(4,233
|
)
|
|||
The Dow Chemical Company’s Stockholders’ Equity
|
25,987
|
|
|
25,374
|
|
|
22,423
|
|
|||
Noncontrolling Interests
|
1,242
|
|
|
809
|
|
|
931
|
|
|||
Total Equity
|
$
|
27,229
|
|
|
$
|
26,183
|
|
|
$
|
23,354
|
|
Note
|
|
Page
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
10
|
||
11
|
||
12
|
||
13
|
||
14
|
||
15
|
||
16
|
||
17
|
||
18
|
||
19
|
||
20
|
||
21
|
||
22
|
||
23
|
||
24
|
||
25
|
||
26
|
||
27
|
2016 Restructuring Charges
|
|
Severance Costs
|
|
|
Impairment of Long-Lived Assets and Other Assets
|
|
|
Costs Associated with Exit and Disposal Activities
|
|
|
Total
|
|
||||
In millions
|
|
|||||||||||||||
Consumer Solutions
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
5
|
|
|
$
|
28
|
|
Infrastructure Solutions
|
|
—
|
|
|
74
|
|
|
23
|
|
|
97
|
|
||||
Performance Plastics
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Corporate
|
|
268
|
|
|
46
|
|
|
—
|
|
|
314
|
|
||||
2016 restructuring charges
|
|
$
|
268
|
|
|
$
|
153
|
|
|
$
|
28
|
|
|
$
|
449
|
|
Charges against the reserve
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
(153
|
)
|
||||
Cash payments
|
|
(67
|
)
|
|
—
|
|
|
(1
|
)
|
|
(68
|
)
|
||||
Reserve balance at December 31, 2016
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
228
|
|
•
|
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 was shut down in the third 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 2018. In addition, an idled facility was shut down in the second quarter of 2016. As a result, the Company recorded a charge of
$25 million
, reflected in Consumer Solutions (
$21 million
) and Infrastructure Solutions (
$4 million
).
|
•
|
The Company will close and/or consolidate certain corporate facilities and data centers. Write-downs of
$25 million
were charged against 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 certain aircraft. Write-downs of
$33 million
were recorded, 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.
|
2015 Restructuring Charges
|
|
|
|
Impairment of Long-Lived Assets, Investments and Other Assets
|
|
|
Costs Associated with Exit and Disposal Activities
|
|
|
|
||||||
In millions
|
|
Severance Costs
|
|
|
|
|
Total
|
|
||||||||
Agricultural Sciences
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
14
|
|
Consumer Solutions
|
|
—
|
|
|
65
|
|
|
2
|
|
|
67
|
|
||||
Infrastructure Solutions
|
|
—
|
|
|
25
|
|
|
2
|
|
|
27
|
|
||||
Performance Plastics
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Corporate
|
|
196
|
|
|
59
|
|
|
—
|
|
|
255
|
|
||||
2015 restructuring charges
|
|
$
|
196
|
|
|
$
|
169
|
|
|
$
|
10
|
|
|
$
|
375
|
|
Charges against the reserve
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
(169
|
)
|
||||
Adjustments to the reserve
|
|
39
|
|
|
—
|
|
|
1
|
|
|
40
|
|
||||
Impact of currency
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Cash payments
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||
Reserve balance at December 31, 2015
|
|
$
|
143
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
153
|
|
Charges against the reserve
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Adjustments to the reserve
|
|
—
|
|
|
(3
|
)
|
|
6
|
|
|
3
|
|
||||
Cash payments
|
|
(98
|
)
|
|
—
|
|
|
(8
|
)
|
|
(106
|
)
|
||||
Reserve balance at December 31, 2016
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
53
|
|
•
|
As a result of changing market dynamics in certain end-use markets, select manufacturing facilities and non-core assets aligned with the Dow Electronic Materials business were shut down in 2016. The assets impacted included certain display films and metalorganic precursors, including a metalorganic materials manufacturing site in North Andover, Massachusetts, and related operations in Taoyuan, Taiwan, as well as certain display films’ manufacturing assets aligned with SKC Haas Display Films Co., Ltd., a majority-owned joint venture located in Cheonan, South Korea. The Company recorded a
$51 million
charge for asset write-downs and write-offs in the Dow Electronic Materials business, which is reflected in the Consumer Solutions segment.
|
•
|
The Company shut down and/or consolidated manufacturing capacity in the Dow Building & Construction business during 2016. As a result, the Company recorded a charge of
$15 million
for asset write-offs which is reflected in the Infrastructure Solutions segment.
|
•
|
A Consumer Care manufacturing facility in Institute, West Virginia, was shut down in the fourth quarter of 2015. As a result, an asset write-down of
$14 million
was recorded against the Consumer Solutions segment.
|
•
|
A Dow Packaging and Specialty Plastics plant in Schkopau, Germany, was permanently shut down in the second quarter of 2015, resulting in an asset write-off of
$12 million
against the Performance Plastics segment.
|
•
|
Select operations in Agricultural Sciences were shut down, closed or idled in the second half of 2015, resulting in a pretax charge of
$8 million
for the write-down of assets. In the fourth quarter of 2015, the Company recorded an additional charge of
$1 million
related to the impairment of long-lived assets and other assets.
|
•
|
A decision was made to shut down two small manufacturing facilities and an administrative facility to optimize the Company's asset footprint. Write-downs of
$14 million
were recorded impacting Infrastructure Solutions (
$10 million
) and Corporate (
$4 million
). The manufacturing facilities were shut down in 2015 and the administrative facility will be shut down no later than the second quarter of 2017. In the fourth quarter of 2015, the Company recorded a favorable adjustment to the restructuring charge related to the impairment of long-lived assets of
$1 million
, impacting Infrastructure Solutions.
|
•
|
Due to a change in the Company's strategy to monetize and exit certain Venture Capital portfolio investments, a write-down of
$55 million
was recorded, reflected in Corporate.
|
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
|
647
|
|
|
Accounts and notes receivable - Other
|
223
|
|
|
Inventories
|
1,147
|
|
|
Other current assets
|
51
|
|
|
Investment in nonconsolidated affiliates
|
110
|
|
|
Noncurrent receivables
|
112
|
|
|
Net property
|
3,996
|
|
|
Other intangible assets
(1)
|
2,987
|
|
|
Deferred income tax assets
|
999
|
|
|
Other assets
|
98
|
|
|
Total Assets Acquired
|
$
|
11,420
|
|
Fair Value of Liabilities Assumed
|
|
||
Accounts payable - Trade
|
$
|
374
|
|
Income taxes payable
|
260
|
|
|
Accrued and other current liabilities
|
404
|
|
|
Other current liabilities
|
112
|
|
|
Long-Term Debt
|
4,672
|
|
|
Deferred income tax liabilities
|
1,858
|
|
|
Pension and other postretirement benefits - noncurrent
(2)
|
1,241
|
|
|
Other noncurrent obligations
|
437
|
|
|
Total Liabilities Assumed
|
$
|
9,358
|
|
Noncontrolling interests
|
$
|
473
|
|
Goodwill
|
$
|
3,229
|
|
(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
10
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
|
|
$
|
762
|
|
Tax loss and credit carryforwards
|
227
|
|
—
|
|
||
Postretirement benefit obligations
|
474
|
|
—
|
|
||
Other accruals and reserves
|
70
|
|
47
|
|
||
Intangibles
|
11
|
|
1,008
|
|
||
Inventory
|
2
|
|
33
|
|
||
Long-term debt
|
49
|
|
—
|
|
||
Investments
|
23
|
|
8
|
|
||
Subtotal
|
$
|
1,017
|
|
$
|
1,858
|
|
Valuation allowances
|
(18
|
)
|
—
|
|
||
Total Deferred Tax Balances
|
$
|
999
|
|
$
|
1,858
|
|
(1)
|
Includes
$14 million
of trademarks,
$1 million
of customer-related intangibles,
$20 million
of germplasm and
$46 million
of in-process research and development. See Note
10
for additional information.
|
(1)
|
Includes
$340 million
of licenses and intellectual property,
$5 million
of software,
$12 million
of trademarks and
$76 million
of customer-related intangibles. See Note
10
for additional information.
|
(2)
|
Net of a
$14 million
settlement of an affiliate's pre-existing obligations and not deductible for tax purposes.
|
SBH Assets and Liabilities Divested on January 30, 2015
|
|
||
In millions
|
|||
Inventories
|
$
|
23
|
|
Net property
|
21
|
|
|
Goodwill
|
45
|
|
|
Other intangible assets
|
75
|
|
|
Total assets divested
|
$
|
164
|
|
Components of accumulated other comprehensive loss divested
|
$
|
2
|
|
Net carrying value divested
|
$
|
166
|
|
ANGUS Assets and Liabilities Divested on February 2, 2015
|
|
||
In millions
|
|||
Current assets
|
$
|
124
|
|
Net property
|
101
|
|
|
Goodwill
|
292
|
|
|
Deferred charges and other assets
|
8
|
|
|
Total assets divested
|
$
|
525
|
|
Current liabilities
|
$
|
17
|
|
Other noncurrent liabilities
|
37
|
|
|
Total liabilities divested
|
$
|
54
|
|
Components of accumulated other comprehensive loss divested
|
$
|
10
|
|
Net carrying value divested
|
$
|
481
|
|
Dow Chlorine Value Chain Assets and Liabilities Divested
|
|
Performance Materials & Chemicals
|
|
|
Performance Plastics
|
|
|
Corporate
|
|
|
Total
|
|
||||
In millions
|
|
|
|
|
||||||||||||
Accounts and notes receivable - Trade
|
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
263
|
|
Inventories
|
|
297
|
|
|
34
|
|
|
7
|
|
|
338
|
|
||||
Other current assets
|
|
5
|
|
|
6
|
|
|
100
|
|
|
111
|
|
||||
Net property
|
|
1,268
|
|
|
205
|
|
|
58
|
|
|
1,531
|
|
||||
Goodwill
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||
Other noncurrent assets
|
|
9
|
|
|
1
|
|
|
34
|
|
|
44
|
|
||||
Total assets divested
|
|
$
|
1,919
|
|
|
$
|
246
|
|
|
$
|
193
|
|
|
$
|
2,358
|
|
Long-term debt due within one year
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
51
|
|
Other current liabilities
|
|
99
|
|
|
17
|
|
|
—
|
|
|
116
|
|
||||
Long-Term Debt
(1)
|
|
—
|
|
|
—
|
|
|
518
|
|
|
518
|
|
||||
Deferred income tax liabilities
|
|
—
|
|
|
—
|
|
|
265
|
|
|
265
|
|
||||
Pension and other postretirement benefits - noncurrent
|
|
—
|
|
|
—
|
|
|
439
|
|
|
439
|
|
||||
Total liabilities divested
|
|
$
|
99
|
|
|
$
|
17
|
|
|
$
|
1,273
|
|
|
$
|
1,389
|
|
Components of accumulated other comprehensive loss divested
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
(215
|
)
|
Net carrying value divested
|
|
$
|
1,820
|
|
|
$
|
229
|
|
|
$
|
(865
|
)
|
|
$
|
1,184
|
|
(1)
|
Excludes
$1,161 million
included as part of the debt exchange offer and
$875 million
from a term loan entered into under the terms of the Transaction. See Note
17
for additional information.
|
Dow Chlorine Value Chain Income Statement Information
|
|||||||
In millions
|
2015
(1)
|
|
|
2014
|
|
||
Income Before Income Taxes
(2)
|
$
|
139
|
|
|
$
|
281
|
|
Loss before income taxes attributable to noncontrolling interests
|
11
|
|
|
5
|
|
||
Income Before Income Taxes attributable to The Dow Chemical Company
(2)
|
$
|
150
|
|
|
$
|
286
|
|
Inventories at December 31
In millions
|
2016
|
|
|
2015
|
|
||
Finished goods
|
$
|
4,230
|
|
|
$
|
3,879
|
|
Work in process
|
1,510
|
|
|
1,502
|
|
||
Raw materials
|
853
|
|
|
730
|
|
||
Supplies
|
823
|
|
|
768
|
|
||
Total FIFO inventories
|
$
|
7,416
|
|
|
$
|
6,879
|
|
Adjustment of inventories to a LIFO basis
|
(53
|
)
|
|
(8
|
)
|
||
Total inventories
|
$
|
7,363
|
|
|
$
|
6,871
|
|
Property at December 31
In millions
|
|
Estimated Useful
Lives (Years)
|
|
|
2016
|
|
|
2015
|
|
||
Land
|
|
—
|
|
|
$
|
1,157
|
|
|
$
|
855
|
|
Land and waterway improvements
|
|
15-25
|
|
|
1,367
|
|
|
1,282
|
|
||
Buildings
|
|
5-55
|
|
|
5,935
|
|
|
4,793
|
|
||
Machinery and equipment
|
|
3-20
|
|
|
38,499
|
|
|
35,454
|
|
||
Utility and supply lines
|
|
5-20
|
|
|
2,117
|
|
|
2,053
|
|
||
Other property
|
|
3-50
|
|
|
2,263
|
|
|
2,010
|
|
||
Construction in progress
|
|
—
|
|
|
6,100
|
|
|
4,355
|
|
||
Total property
|
|
|
|
$
|
57,438
|
|
|
$
|
50,802
|
|
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Depreciation expense
|
|
$
|
2,130
|
|
|
$
|
1,908
|
|
|
$
|
2,136
|
|
Manufacturing maintenance and repair costs
|
|
$
|
1,972
|
|
|
$
|
1,991
|
|
|
$
|
2,117
|
|
Capitalized interest
|
|
$
|
243
|
|
|
$
|
218
|
|
|
$
|
125
|
|
Investments in Nonconsolidated Affiliates at December 31
|
|
|
|
||||
In millions
|
2016
(1)
|
|
|
2015
(2)
|
|
||
Investment in nonconsolidated affiliates
|
$
|
3,747
|
|
|
$
|
3,958
|
|
Other noncurrent obligations
|
(1,030
|
)
|
|
(148
|
)
|
||
Net investment in nonconsolidated affiliates
|
$
|
2,717
|
|
|
$
|
3,810
|
|
(1)
|
The carrying amount of the Company’s investments in nonconsolidated affiliates was
$62 million
more than its share of the investees’ net assets, exclusive of additional differences for EQUATE and AFSI, which are discussed separately below.
|
(2)
|
The carrying amount of the Company’s investments in nonconsolidated affiliates was
$97 million
more than its share of the investees’ net assets, exclusive of additional differences for Dow Corning and EQUATE, which are discussed separately below.
|
Dividends Received from Nonconsolidated Affiliates
|
|
|
|
|
|
||||||
In millions
|
2016
|
|
|
2015
|
|
|
2014
(1)
|
|
|||
Dividends from nonconsolidated affiliates
|
$
|
685
|
|
|
$
|
816
|
|
|
$
|
961
|
|
(1)
|
Includes accrued dividends of
$5 million
.
|
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
20
for additional information.
|
(2)
|
DC HSC Holdings LLC holds an
80.5 percent
indirect ownership interest in Hemlock Semiconductor Operations.
|
Principal Nonconsolidated Affiliates at December 31
|
|
Ownership Interest
|
|||||||
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Dow Corning Corporation
(1)
|
|
N/A
|
|
|
50
|
%
|
|
50
|
%
|
EQUATE Petrochemical Company K.S.C.
|
|
42.5
|
%
|
|
42.5
|
%
|
|
42.5
|
%
|
The HSC Group:
(2)
|
|
|
|
|
|
|
|||
DC HSC Holdings LLC
|
|
50
|
%
|
|
N/A
|
|
|
N/A
|
|
Hemlock Semiconductor L.L.C.
|
|
50.1
|
%
|
|
N/A
|
|
|
N/A
|
|
The Kuwait Olefins Company K.S.C. ("TKOC")
|
|
42.5
|
%
|
|
42.5
|
%
|
|
42.5
|
%
|
The Kuwait Styrene Company K.S.C. ("TKSC")
|
|
42.5
|
%
|
|
42.5
|
%
|
|
42.5
|
%
|
Map Ta Phut Olefins Company Limited
(3)
|
|
32.77
|
%
|
|
32.77
|
%
|
|
32.77
|
%
|
MEGlobal
(4)
|
|
N/A
|
|
|
N/A
|
|
|
50
|
%
|
Sadara Chemical Company
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
The SCG-Dow Group:
|
|
|
|
|
|
|
|||
Siam Polyethylene Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Polystyrene Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Styrene Monomer Co., Ltd.
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Siam Synthetic Latex Company Limited
|
|
50
|
%
|
|
50
|
%
|
|
50
|
%
|
Univation Technologies, LLC
(5)
|
|
N/A
|
|
|
N/A
|
|
|
50
|
%
|
(1)
|
On June 1, 2016, Dow became the
100 percent
owner of Dow Corning. See Note
4
for additional information.
|
(2)
|
The HSC Group was previously part of the Dow Corning equity method investment and was added as principal nonconsolidated affiliates in the fourth quarter of 2016.
|
(3)
|
The Company's effective ownership of Map Ta Phut Olefins Company Limited is
32.77 percent
, of which the Company directly owns
20.27 percent
and indirectly owns
12.5 percent
through its equity interest in Siam Polyethylene Company Limited and Siam Synthetic Latex Company Limited.
|
(4)
|
On December 23, 2015, the Company sold its
50 percent
ownership interest in MEGlobal to EQUATE. MEGlobal is treated as a separate principal nonconsolidated affiliate through the date of divestiture. See Note
5
for additional information.
|
(5)
|
On May 5, 2015, Univation, previously a 50:50 joint venture between Dow and ExxonMobil, became a wholly owned subsidiary of Dow. See Note
4
for additional information.
|
Investment in Principal Nonconsolidated Affiliates at December 31
|
|
|
|
||||
In millions
|
2016
|
|
|
2015
(1)
|
|
||
Investment in nonconsolidated affiliates
|
$
|
3,029
|
|
|
$
|
3,120
|
|
Other noncurrent obligations
|
(1,030
|
)
|
|
(148
|
)
|
||
Net investment in principal nonconsolidated affiliates
|
$
|
1,999
|
|
|
$
|
2,972
|
|
(1)
|
Adjusted to conform to the current year presentation.
|
Equity Earnings from Principal Nonconsolidated Affiliates
|
|
|
|
|
|
||||||
In millions
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
$
|
449
|
|
|
$
|
704
|
|
|
$
|
845
|
|
(1)
|
The summarized balance sheet information for 2016 does not include Dow Corning.
|
(2)
|
The summarized balance sheet information for 2015 does not include Univation; MEGlobal is included as part of EQUATE.
|
(1)
|
The summarized income statement information for 2016 includes the results of Dow Corning through May 31, 2016.
|
(2)
|
The summarized income statement information for 2015 includes the results of Univation through April 30, 2015 and MEGlobal through November 30, 2015.
|
Goodwill
|
Agricultural
Sciences |
|
|
Consumer Solutions
|
|
|
Infrastructure Solutions
|
|
|
Performance
Materials & Chemicals |
|
|
Performance Plastics
|
|
|
Total
|
|
||||||
In millions
|
|||||||||||||||||||||||
Balance at January 1, 2015
|
$
|
1,558
|
|
|
$
|
4,389
|
|
|
$
|
4,451
|
|
|
$
|
809
|
|
|
$
|
1,425
|
|
|
$
|
12,632
|
|
Divestiture of ANGUS Chemical Company
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|
—
|
|
|
(292
|
)
|
||||||
Divestiture of the Sodium Borohydride business
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Sale of Agricultural Sciences product lines
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
Divestiture of AgroFresh
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
||||||
Split-off of the chlorine value chain
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
(71
|
)
|
||||||
Goodwill related to the Coodetec acquisition
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Goodwill related to the Univation step acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
141
|
|
||||||
Foreign currency impact
|
—
|
|
|
(15
|
)
|
|
(69
|
)
|
|
(10
|
)
|
|
(31
|
)
|
|
(125
|
)
|
||||||
Balance at December 31, 2015
|
$
|
1,472
|
|
|
$
|
4,374
|
|
|
$
|
4,382
|
|
|
$
|
391
|
|
|
$
|
1,535
|
|
|
$
|
12,154
|
|
Acquisition of an aniline plant
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||
Sale of product lines
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(15
|
)
|
||||||
Goodwill related to the DCC Transaction
|
—
|
|
|
1,705
|
|
|
1,524
|
|
|
—
|
|
|
—
|
|
|
3,229
|
|
||||||
Foreign currency impact
|
—
|
|
|
(52
|
)
|
|
(66
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|
(133
|
)
|
||||||
Balance at December 31, 2016
|
$
|
1,472
|
|
|
$
|
6,017
|
|
|
$
|
5,840
|
|
|
$
|
425
|
|
|
$
|
1,518
|
|
|
$
|
15,272
|
|
Other Intangible Assets at December 31
|
2016
|
|
2015
|
||||||||||||||||||||
In millions
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Licenses and intellectual property
|
$
|
3,148
|
|
|
$
|
(1,286
|
)
|
|
$
|
1,862
|
|
|
$
|
1,943
|
|
|
$
|
(1,087
|
)
|
|
$
|
856
|
|
Patents
|
106
|
|
|
(97
|
)
|
|
9
|
|
|
119
|
|
|
(108
|
)
|
|
11
|
|
||||||
Software
|
1,336
|
|
|
(696
|
)
|
|
640
|
|
|
1,253
|
|
|
(628
|
)
|
|
625
|
|
||||||
Trademarks
|
696
|
|
|
(503
|
)
|
|
193
|
|
|
666
|
|
|
(441
|
)
|
|
225
|
|
||||||
Customer-related
|
4,806
|
|
|
(1,567
|
)
|
|
3,239
|
|
|
3,164
|
|
|
(1,366
|
)
|
|
1,798
|
|
||||||
Other
|
168
|
|
|
(146
|
)
|
|
22
|
|
|
165
|
|
|
(140
|
)
|
|
25
|
|
||||||
Total other intangible assets, finite lives
|
$
|
10,260
|
|
|
$
|
(4,295
|
)
|
|
$
|
5,965
|
|
|
$
|
7,310
|
|
|
$
|
(3,770
|
)
|
|
$
|
3,540
|
|
IPR&D
(1)
, indefinite lives
|
61
|
|
|
—
|
|
|
61
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Total other intangible assets
|
$
|
10,321
|
|
|
$
|
(4,295
|
)
|
|
$
|
6,026
|
|
|
$
|
7,387
|
|
|
$
|
(3,770
|
)
|
|
$
|
3,617
|
|
Dow Corning Intangible Assets
at June 1, 2016
|
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
|
Univation Intangible Assets at May 5, 2015
|
Gross
Carrying
Amount
|
|
|
Weighted-average Amortization Period
|
|
In millions
|
|||||
Intangible assets with finite lives:
|
|
|
|
||
Licenses and intellectual property
|
$
|
340
|
|
|
10 years
|
Software
|
5
|
|
|
5 years
|
|
Trademarks
|
12
|
|
|
18 years
|
|
Customer-related
|
76
|
|
|
10 years
|
|
Total
|
$
|
433
|
|
|
10 years
|
Amortization Expense
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Other intangible assets, excluding software
|
|
$
|
544
|
|
|
$
|
419
|
|
|
$
|
436
|
|
Software, included in “Cost of sales”
|
|
$
|
73
|
|
|
$
|
72
|
|
|
$
|
70
|
|
Fair Value of Financial Instruments at December 31
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
In millions
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Fair
Value
|
|
||||||||
Marketable securities:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government debt
(2)
|
$
|
607
|
|
|
$
|
13
|
|
|
$
|
(12
|
)
|
|
$
|
608
|
|
|
$
|
597
|
|
|
$
|
22
|
|
|
$
|
(7
|
)
|
|
$
|
612
|
|
Corporate bonds
|
623
|
|
|
27
|
|
|
(5
|
)
|
|
645
|
|
|
633
|
|
|
26
|
|
|
(8
|
)
|
|
651
|
|
||||||||
Total debt securities
|
$
|
1,230
|
|
|
$
|
40
|
|
|
$
|
(17
|
)
|
|
$
|
1,253
|
|
|
$
|
1,230
|
|
|
$
|
48
|
|
|
$
|
(15
|
)
|
|
$
|
1,263
|
|
Equity securities
|
658
|
|
|
98
|
|
|
(50
|
)
|
|
706
|
|
|
555
|
|
|
108
|
|
|
(60
|
)
|
|
603
|
|
||||||||
Total marketable securities
|
$
|
1,888
|
|
|
$
|
138
|
|
|
$
|
(67
|
)
|
|
$
|
1,959
|
|
|
$
|
1,785
|
|
|
$
|
156
|
|
|
$
|
(75
|
)
|
|
$
|
1,866
|
|
Long-term debt including debt due within one year
(3)
|
$
|
(21,091
|
)
|
|
$
|
129
|
|
|
$
|
(1,845
|
)
|
|
$
|
(22,807
|
)
|
|
$
|
(16,756
|
)
|
|
$
|
424
|
|
|
$
|
(1,668
|
)
|
|
$
|
(18,000
|
)
|
Derivatives relating to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Commodities
(4)
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
(213
|
)
|
|
$
|
(157
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(248
|
)
|
|
$
|
(242
|
)
|
Foreign currency
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
(30
|
)
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
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 adjustments of
$18 million
at
December 31, 2016
and
$18 million
at
December 31, 2015
.
|
(4)
|
Presented net of cash collateral, as disclosed in Note
12
.
|
Investing Results
|
|
|
|
|
|
||||||
In millions
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Proceeds from sales of available-for-sale securities
|
$
|
535
|
|
|
$
|
565
|
|
|
$
|
675
|
|
Gross realized gains
|
$
|
58
|
|
|
$
|
96
|
|
|
$
|
99
|
|
Gross realized losses
|
$
|
(2
|
)
|
|
$
|
(14
|
)
|
|
$
|
(6
|
)
|
Temporarily Impaired Securities at December 31, 2016
|
|||||||||||||||||||||||
|
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)
|
$
|
351
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
351
|
|
|
$
|
(12
|
)
|
Corporate bonds
|
193
|
|
|
(4
|
)
|
|
16
|
|
|
(1
|
)
|
|
209
|
|
|
(5
|
)
|
||||||
Equity securities
|
48
|
|
|
(6
|
)
|
|
163
|
|
|
(44
|
)
|
|
211
|
|
|
(50
|
)
|
||||||
Total temporarily impaired securities
|
$
|
592
|
|
|
$
|
(22
|
)
|
|
$
|
179
|
|
|
$
|
(45
|
)
|
|
$
|
771
|
|
|
$
|
(67
|
)
|
(1)
|
U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities' obligations.
|
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.
|
Commodity
|
Dec 31, 2016
|
|
|
Dec 31,
2015 |
|
|
Notional Volume Unit
|
Corn
|
0.4
|
|
|
1.0
|
|
|
million bushels
|
Crude Oil
|
0.6
|
|
|
0.4
|
|
|
million barrels
|
Ethane
|
3.6
|
|
|
—
|
|
|
million barrels
|
Natural Gas
|
78.6
|
|
|
257.4
|
|
|
million British thermal units
|
Propane
|
1.5
|
|
|
—
|
|
|
million barrels
|
Soybeans
|
—
|
|
|
1.4
|
|
|
million bushels
|
Commodity
|
Dec 31,
2016 |
|
Dec 31,
2015 |
|
|
Notional Volume Unit
|
Ethane
|
2.6
|
|
—
|
|
|
million barrels
|
Gasoline
|
30.0
|
|
—
|
|
|
kilotons
|
Naphtha Price Spread
|
50.0
|
|
15.0
|
|
|
kilotons
|
Propane
|
2.7
|
|
0.5
|
|
|
million barrels
|
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
16
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
11
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
11
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)
|
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
16
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
11
for the classification of derivatives in the consolidated balance sheets.
|
(7)
|
See Note
11
for information on fair value measurements of long-term debt.
|
Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits
(1)
|
2016
|
|
|
2015
|
|
||
In millions
|
|||||||
Balance at January 1
|
$
|
943
|
|
|
$
|
1,328
|
|
Gain (Loss) included in earnings
(2)
|
(1
|
)
|
|
2
|
|
||
Purchases
|
1,552
|
|
|
647
|
|
||
Settlements
|
(1,257
|
)
|
|
(1,034
|
)
|
||
Balance at December 31
|
$
|
1,237
|
|
|
$
|
943
|
|
(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 December 31
|
|
Quoted Prices in Active Markets for Identical Items
|
|
Significant
Other Unobservable Inputs |
|
|
||||
In millions
|
|
(Level 1)
|
|
(Level 3)
|
|
Total Losses
|
|
|||
2016
|
|
|
|
|
||||||
Assets at fair value:
|
|
|
|
|
||||||
Long-lived assets, other assets and equity method investments
|
|
$
|
46
|
|
$
|
—
|
|
$
|
(296
|
)
|
2015
|
|
|
|
|
||||||
Assets at fair value:
|
|
|
|
|
||||||
Long-lived assets, equity method investments, investments and other assets
|
|
$
|
—
|
|
$
|
24
|
|
$
|
(313
|
)
|
2014
|
|
|
|
|
||||||
Assets at fair value:
|
|
|
|
|
||||||
Long-lived assets and other assets
|
|
$
|
—
|
|
$
|
4
|
|
$
|
(73
|
)
|
Sundry Income (Expense) – Net
|
|
|
|
|
|
|
||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Gain on sales of other assets and investments
|
|
$
|
170
|
|
|
$
|
237
|
|
|
$
|
40
|
|
Foreign exchange losses
|
|
(126
|
)
|
|
(191
|
)
|
|
(61
|
)
|
|||
Gain on ownership restructure of Dow Corning
(1)
|
|
2,445
|
|
|
—
|
|
|
—
|
|
|||
Settlement of the urethane matters class action lawsuit and opt-out cases
(2)
|
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on partial impairment of equity interest in AgroFresh
(3)
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|||
Costs associated with transactions and productivity actions
(4)
|
|
(41
|
)
|
|
(119
|
)
|
|
(49
|
)
|
|||
Implant liability adjustment
|
|
27
|
|
|
—
|
|
|
—
|
|
|||
Gain (Loss) on divestiture of AgroFresh business
(3) (5)
|
|
(25
|
)
|
|
618
|
|
|
—
|
|
|||
Impact of split-off of chlorine value chain
(6)
|
|
6
|
|
|
2,233
|
|
|
—
|
|
|||
Gain (Loss) on sale of MEGlobal
(3)
|
|
(1
|
)
|
|
723
|
|
|
—
|
|
|||
Gain on sale of Agricultural Sciences subsidiary
(7)
|
|
—
|
|
|
44
|
|
|
—
|
|
|||
Gain on divestiture of ANGUS Chemical Company
(3)
|
|
—
|
|
|
682
|
|
|
—
|
|
|||
Gain on Univation step acquisition
(1)
|
|
—
|
|
|
361
|
|
|
—
|
|
|||
Gain on divestiture of Sodium Borohydride business
(3)
|
|
—
|
|
|
20
|
|
|
—
|
|
|||
Loss on early extinguishment of debt
(8)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||
Gain on termination of ethylene off-take agreement
|
|
—
|
|
|
—
|
|
|
53
|
|
|||
Gain on sale of Polypropylene Licensing and Catalysts business
(3)
|
|
—
|
|
|
—
|
|
|
5
|
|
|||
Reclassification of cumulative translation adjustments
|
|
—
|
|
|
(4
|
)
|
|
(12
|
)
|
|||
Other - net
|
|
125
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Total sundry income (expense) – net
|
|
$
|
1,202
|
|
|
$
|
4,592
|
|
|
$
|
(27
|
)
|
(1)
|
See Note
4
for additional information.
|
(2)
|
See Note
15
for additional information.
|
(3)
|
See Note
5
for additional information.
|
(4)
|
Transaction costs associated with the separation of the chlorine value chain.
|
(5)
|
Includes a
$5 million
loss in 2016 (
$8 million
loss in 2015) on mark-to-market adjustments related to warrants.
|
(6)
|
See Note
6
for additional information.
|
(7)
|
See Note
20
for additional information.
|
(8)
|
Excludes
$68 million
related to the split-off of the chlorine value chain. See Notes
6
and
17
for additional information.
|
Other Income Statement Information
|
|
|
|
|
|
|
||||||
In millions
|
|
2016
|
|
|
2015
(1)
|
|
|
2014
|
|
|||
Provision for doubtful receivables
(2)
|
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
52
|
|
(1)
|
Dow's provision for doubtful accounts was lower in 2015 due to the adjustment of certain reserve rates based on historical write-off experience, the impact of lower selling prices and the impact of divestitures.
|
(2)
|
Included in “Selling, general and administrative expenses” in the consolidated statements of income.
|
Investments in Company-owned Life Insurance at December 31
|
|||||||
In millions
|
2016
|
|
|
2015
|
|
||
Gross cash value
|
$
|
834
|
|
|
$
|
850
|
|
Less: Outstanding borrowings
|
59
|
|
|
58
|
|
||
Investment in Company-owned life insurance
(1)
|
$
|
775
|
|
|
$
|
792
|
|
Net Income for Earnings Per Share Calculations - Basic
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
4,318
|
|
|
$
|
7,685
|
|
|
$
|
3,772
|
|
Preferred stock dividends
|
|
(340
|
)
|
|
(340
|
)
|
|
(340
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(22
|
)
|
|
(51
|
)
|
|
(27
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3,956
|
|
|
$
|
7,294
|
|
|
$
|
3,405
|
|
Earnings Per Share Calculations - Basic
Dollars per share
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
3.90
|
|
|
$
|
6.80
|
|
|
$
|
3.22
|
|
Preferred stock dividends
|
|
(0.31
|
)
|
|
(0.30
|
)
|
|
(0.29
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|
(0.02
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3.57
|
|
|
$
|
6.45
|
|
|
$
|
2.91
|
|
Net Income for Earnings Per Share Calculations - Diluted
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
4,318
|
|
|
$
|
7,685
|
|
|
$
|
3,772
|
|
Preferred stock dividends
(2)
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(22
|
)
|
|
(51
|
)
|
|
(27
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3,956
|
|
|
$
|
7,634
|
|
|
$
|
3,405
|
|
Earnings Per Share Calculations - Diluted
Dollars per share
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net income attributable to The Dow Chemical Company
|
|
$
|
3.84
|
|
|
$
|
6.19
|
|
|
$
|
3.18
|
|
Preferred stock dividends
(2)
|
|
(0.30
|
)
|
|
—
|
|
|
(0.29
|
)
|
|||
Net income attributable to participating securities
(1)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|||
Net income attributable to common stockholders
|
|
$
|
3.52
|
|
|
$
|
6.15
|
|
|
$
|
2.87
|
|
Share Count Information
Shares in millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Weighted-average common shares - basic
(3)
|
|
1,108.1
|
|
|
1,130.1
|
|
|
1,170.9
|
|
Plus dilutive effect of stock options and awards
|
|
15.1
|
|
|
14.5
|
|
|
16.1
|
|
Plus dilutive effect of preferred stock
(4)
|
|
—
|
|
|
96.8
|
|
|
—
|
|
Weighted-average common shares - diluted
|
|
1,123.2
|
|
|
1,241.4
|
|
|
1,187.0
|
|
Stock options and deferred stock awards excluded from EPS calculations
(5)
|
|
1.9
|
|
|
4.6
|
|
|
5.8
|
|
(1)
|
Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares.
|
(2)
|
Preferred stock dividends were not added back in the calculation of diluted earnings per share for the periods ended December 31, 2016 and December 31, 2014, because the effect of an assumed conversion of the Company's Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") would have been antidilutive.
|
(3)
|
On December 30, 2016, the Company converted
4 million
shares of Preferred Stock into
96.8 million
shares of the Company's common stock. As a result of this conversion,
0.5 million
shares of common stock are included in "Weighted-average common shares - basic" for the period ended December 31, 2016.
|
(4)
|
The calculation of diluted earnings per share for the period ending December 31, 2016, excludes
96.3 million
shares of common stock because the effect of an assumed conversion of Preferred Stock for the full period would have been antidilutive (excludes
96.8 million
shares for the period ended December 31, 2014).
|
(5)
|
These deferred stock awards and outstanding options to purchase shares of common stock were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.
|
•
|
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.
|
Fixed and Determinable Portion of Take-or-Pay and
Throughput Obligations at December 31, 2016
In millions
|
|||
2017
|
$
|
2,600
|
|
2018
|
2,498
|
|
|
2019
|
2,172
|
|
|
2020
|
2,083
|
|
|
2021
|
1,725
|
|
|
2022 and beyond
|
7,304
|
|
|
Total
|
$
|
18,382
|
|
Guarantees at December 31, 2016
In millions
|
Final
Expiration
|
|
Maximum Future
Payments
|
|
|
Recorded
Liability
|
|
||
Guarantees
|
2021
|
|
$
|
5,096
|
|
|
$
|
86
|
|
Residual value guarantees
|
2027
|
|
947
|
|
|
134
|
|
||
Total guarantees
|
|
|
$
|
6,043
|
|
|
$
|
220
|
|
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
|
|||||||
In millions
|
2016
|
|
|
2015
|
|
||
Balance at January 1
|
$
|
93
|
|
|
$
|
107
|
|
Accruals related to existing warranties
(1)
|
11
|
|
|
5
|
|
||
Settlements made during the year
|
(20
|
)
|
|
(19
|
)
|
||
Balance at December 31
|
$
|
84
|
|
|
$
|
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 (credits)" in the consolidated statements of income and reflected in Infrastructure Solutions. See Note 3 for additional information.
|
Asset Retirement Obligations
|
||||||||
In millions
|
|
2016
|
|
|
2015
|
|
||
Balance at January 1
|
|
$
|
96
|
|
|
$
|
84
|
|
Additional accruals
(1)
|
|
17
|
|
|
8
|
|
||
Liabilities settled
|
|
(9
|
)
|
|
(8
|
)
|
||
Accretion expense
|
|
2
|
|
|
1
|
|
||
Revisions in estimated cash flows
|
|
5
|
|
|
17
|
|
||
Other
|
|
(1
|
)
|
|
(6
|
)
|
||
Balance at December 31
|
|
$
|
110
|
|
|
$
|
96
|
|
(1)
|
Includes
$14 million
of asset retirement obligations from the DCC Transaction.
|
Interests Held at December 31
|
|
|
|
||||
In millions
|
2016
|
|
|
2015
|
|
||
Carrying value of interests held
|
$
|
1,237
|
|
|
$
|
943
|
|
Percentage of anticipated credit losses
|
0.36
|
%
|
|
0.34
|
%
|
||
Impact to carrying value - 10% adverse change
|
$
|
1
|
|
|
$
|
1
|
|
Impact to carrying value - 20% adverse change
|
$
|
1
|
|
|
$
|
1
|
|
Cash Proceeds
|
|
|
|
|
|
||||||
In millions
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sale of receivables
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
98
|
|
Collections reinvested in revolving receivables
|
$
|
21,652
|
|
|
$
|
22,951
|
|
|
$
|
26,479
|
|
Interests in conduits
(1)
|
$
|
1,257
|
|
|
$
|
1,034
|
|
|
$
|
1,079
|
|
Trade Accounts Receivable Sold at December 31
|
|
|
|
||||
In millions
|
2016
|
|
|
2015
|
|
||
Delinquencies on sold receivables still outstanding
|
$
|
86
|
|
|
$
|
97
|
|
Trade accounts receivable outstanding and derecognized
|
$
|
2,257
|
|
|
$
|
2,152
|
|
Notes Payable at December 31
In millions
|
2016
|
|
|
2015
|
|
||
Notes payable to banks and other lenders
|
$
|
225
|
|
|
$
|
277
|
|
Notes payable to related companies
|
44
|
|
|
171
|
|
||
Notes payable trade
|
3
|
|
|
6
|
|
||
Total notes payable
|
$
|
272
|
|
|
$
|
454
|
|
Year-end average interest rates
|
4.60
|
%
|
|
4.00
|
%
|
Long-Term Debt at December 31
In millions
|
2016
Average
Rate
|
|
|
2016
|
|
|
2015
Average
Rate
|
|
|
2015
|
|
||
Promissory notes and debentures:
|
|
|
|
|
|
|
|
||||||
Final maturity 2016
|
—
|
%
|
|
$
|
—
|
|
|
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
|
%
|
|
2,122
|
|
|
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
|
%
|
|
8,449
|
|
|
5.54
|
%
|
|
8,448
|
|
||
Other facilities:
|
|
|
|
|
|
|
|
||||||
U.S. dollar loans, various rates and maturities
|
1.60
|
%
|
|
4,595
|
|
|
2.32
|
%
|
|
125
|
|
||
Foreign currency loans, various rates and maturities
|
3.42
|
%
|
|
882
|
|
|
2.74
|
%
|
|
856
|
|
||
Medium-term notes, varying maturities through 2025
|
3.82
|
%
|
|
1,026
|
|
|
3.79
|
%
|
|
1,082
|
|
||
Tax-exempt bonds, varying maturities through 2038
|
5.66
|
%
|
|
343
|
|
|
5.66
|
%
|
|
343
|
|
||
Capital lease obligations
|
—
|
|
|
295
|
|
|
—
|
|
|
76
|
|
||
Unamortized debt discount and issuance costs
|
—
|
|
|
(373
|
)
|
|
—
|
|
|
(405
|
)
|
||
Long-term debt due within one year
(1)
|
—
|
|
|
(635
|
)
|
|
—
|
|
|
(541
|
)
|
||
Long-term debt
|
—
|
|
|
$
|
20,456
|
|
|
—
|
|
|
$
|
16,215
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs of
$24 million
at December 31, 2016 and
$9 million
at
|
(1)
|
Assumes the option to extend a term loan facility
|
Committed and Available Credit Facilities at December 31, 2016
|
||||||||||||||
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 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
|
|
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
(1)
|
|
February 2016
|
|
4,500
|
|
|
—
|
|
|
May 2018
|
|
Floating rate
|
||
Total Committed and Available Credit Facilities
|
|
|
|
$
|
10,880
|
|
|
$
|
6,380
|
|
|
|
|
|
(1)
|
Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of the Company as of June 1, 2016.
|
(a)
|
the obligation to maintain the ratio of the Company’s consolidated indebtedness to consolidated capitalization at no greater than
0.65
to
1.00
at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement dated March 24, 2015, equals or exceeds
$500 million
,
|
(b)
|
a default if the Company or an applicable subsidiary fails to make any payment, including principal, premium or interest, under the applicable agreement on other indebtedness of, or guaranteed by, the Company or such applicable subsidiary in an aggregate amount of
$100 million
or more when due, or any other default or other event under the applicable agreement with respect to such indebtedness occurs which permits or results in the acceleration of
$400 million
or more in the aggregate of principal, and
|
(c)
|
a default if the Company or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against the Company or such applicable subsidiary of more than
$400 million
.
|
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
|
|
Weighted-Average Assumptions
for All Pension Plans
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Discount rate
|
|
3.52
|
%
|
|
3.88
|
%
|
|
3.60
|
%
|
|
3.85
|
%
|
|
3.60
|
%
|
|
4.54
|
%
|
Rate of increase in future compensation levels
|
|
3.90
|
%
|
|
4.13
|
%
|
|
4.13
|
%
|
|
4.04
|
%
|
|
4.13
|
%
|
|
4.15
|
%
|
Expected long-term rate of return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.22
|
%
|
|
7.35
|
%
|
|
7.40
|
%
|
Weighted-Average Assumptions
for U.S. Pension Plans
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Discount rate
|
|
4.11
|
%
|
|
4.40
|
%
|
|
4.04
|
%
|
|
4.40
|
%
|
|
4.04
|
%
|
|
4.92
|
%
|
Rate of increase in future compensation levels
|
|
4.25
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Expected long-term rate of return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.77
|
%
|
|
7.85
|
%
|
|
7.82
|
%
|
U.S. Plan Assumptions for Other
Postretirement Benefits
|
|
Benefit Obligations
at December 31
|
|
Net Periodic Costs
for the Year
|
||||||||||||||
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Discount rate
|
|
3.83
|
%
|
|
3.97
|
%
|
|
3.68
|
%
|
|
3.96
|
%
|
|
3.68
|
%
|
|
4.37
|
%
|
Initial health care cost trend rate
|
|
7.00
|
%
|
|
7.25
|
%
|
|
7.06
|
%
|
|
7.25
|
%
|
|
7.06
|
%
|
|
7.45
|
%
|
Ultimate health care cost trend rate
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year ultimate trend rate to be reached
|
|
2025
|
|
|
2025
|
|
|
2020
|
|
|
2025
|
|
|
2020
|
|
|
2020
|
|
Net Periodic Benefit Cost for All Significant Plans
|
||||||||||||||||||||||||
|
|
Defined Benefit Pension Plans
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
In millions
|
|
2016
(1)
|
|
|
2015
|
|
|
2014
|
|
|
2016
(1)
|
|
|
2015
|
|
|
2014
|
|
||||||
Service cost
|
|
$
|
463
|
|
|
$
|
484
|
|
|
$
|
411
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
14
|
|
Interest cost
|
|
846
|
|
|
975
|
|
|
1,096
|
|
|
52
|
|
|
59
|
|
|
72
|
|
||||||
Expected return on plan assets
|
|
(1,447
|
)
|
|
(1,382
|
)
|
|
(1,322
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
(24
|
)
|
|
(28
|
)
|
|
22
|
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amortization of unrecognized (gain) loss
|
|
587
|
|
|
706
|
|
|
500
|
|
|
(7
|
)
|
|
(11
|
)
|
|
(14
|
)
|
||||||
Curtailment/settlement/other
(2)
|
|
(36
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
389
|
|
|
$
|
755
|
|
|
$
|
705
|
|
|
$
|
55
|
|
|
$
|
60
|
|
|
$
|
70
|
|
(1)
|
Includes net periodic benefit costs of
$26 million
for defined benefit pension plans and
$8 million
of other postretirement benefits for plans assumed from Dow Corning.
|
(2)
|
The 2016 impact relates to the curtailment of benefits for certain participants of a Dow Corning plan in the U.S. The 2014 impact relates to settlements associated with the wind-up of a pension plan in The Netherlands and a pension plan in Canada.
|
(1)
|
The 2016 impact includes pension benefit obligations of
$3,252 million
and other postretirement benefit obligations of
$313 million
assumed with the ownership restructure of Dow Corning. The 2016 impact also includes the transfer of benefit obligations of
$53 million
in the U.S. through the purchase of annuity contracts from an insurance company. The 2015 impact includes the transfer of benefit obligations associated with the Reverse Morris Trust transaction with Olin of
$618 million
and the transfer of benefit obligations associated with the divestiture of ANGUS to Golden Gate Capital of
$34 million
. The 2015 impact also includes the transfer of benefit obligations of
$248 million
in the U.S. through the purchase of annuity contracts from an insurance company. See Notes
4
,
5
and
6
for additional information.
|
(2)
|
The 2016 impact primarily relates to the curtailment of benefits for certain participants of a U.S. Dow Corning plan of
$36 million
.
|
(3)
|
The 2016 impact includes plan assets assumed with the ownership restructure of Dow Corning of
$2,327 million
. The 2016 impact also includes the purchase of annuity contracts of
$55 million
in the U.S. associated with the transfer of benefit obligations to an insurance company and the transfer of plan assets associated with the Reverse Morris Trust transaction with Olin of
$184 million
. The 2015 impact includes the transfer of plan assets associated with the divestiture of ANGUS to Golden Gate Capital of
$9 million
. The 2015 impact also includes the purchase of annuity contracts of
$247 million
in the U.S. associated with the transfer of benefit obligations to an insurance company.
|
Estimated Future Benefit Payments at December 31, 2016
|
||||||||
In millions
|
|
Defined Benefit Pension Plans
|
|
|
Other Postretirement Benefits
|
|
||
2017
|
|
$
|
1,433
|
|
|
$
|
161
|
|
2018
|
|
1,460
|
|
|
155
|
|
||
2019
|
|
1,501
|
|
|
151
|
|
||
2020
|
|
1,536
|
|
|
146
|
|
||
2021
|
|
1,571
|
|
|
142
|
|
||
2022 through 2026
|
|
8,374
|
|
|
627
|
|
||
Total
|
|
$
|
15,875
|
|
|
$
|
1,382
|
|
Strategic Weighted-Average Target Allocation of Plan
Assets for All Significant Plans
|
||
Asset Category
|
Target Allocation
|
|
Equity securities
|
35
|
%
|
Fixed income securities
|
34
|
%
|
Alternative investments
|
30
|
%
|
Other investments
|
1
|
%
|
Total
|
100
|
%
|
Basis of Fair Value Measurements of
Pension Plan Assets at December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical Items
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|||||
In millions
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
|
$
|
73
|
|
|
$
|
806
|
|
|
$
|
—
|
|
|
$
|
879
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity
(1)
|
|
$
|
2,642
|
|
|
$
|
983
|
|
|
$
|
1
|
|
|
$
|
3,626
|
|
Non-U.S. equity – developed countries
|
|
1,955
|
|
|
1,232
|
|
|
1
|
|
|
3,188
|
|
||||
Emerging markets
|
|
508
|
|
|
557
|
|
|
31
|
|
|
1,096
|
|
||||
Convertible bonds
|
|
21
|
|
|
199
|
|
|
1
|
|
|
221
|
|
||||
Total equity securities
|
|
$
|
5,126
|
|
|
$
|
2,971
|
|
|
$
|
34
|
|
|
$
|
8,131
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and municipalities
|
|
$
|
—
|
|
|
$
|
2,091
|
|
|
$
|
—
|
|
|
$
|
2,091
|
|
U.S. agency and agency mortgage-backed securities
|
|
—
|
|
|
309
|
|
|
—
|
|
|
309
|
|
||||
Corporate bonds – investment grade
|
|
—
|
|
|
1,562
|
|
|
—
|
|
|
1,562
|
|
||||
Non-U.S. governments – developed countries
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
1,135
|
|
||||
Non-U.S. corporate bonds – developed countries
|
|
—
|
|
|
1,176
|
|
|
—
|
|
|
1,176
|
|
||||
Emerging market debt
|
|
—
|
|
|
131
|
|
|
—
|
|
|
131
|
|
||||
Other asset-backed securities
|
|
—
|
|
|
95
|
|
|
2
|
|
|
97
|
|
||||
High yield bonds
|
|
—
|
|
|
190
|
|
|
13
|
|
|
203
|
|
||||
Other fixed income funds
|
|
—
|
|
|
351
|
|
|
483
|
|
|
834
|
|
||||
Fixed income derivatives
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||
Total fixed income securities
|
|
$
|
—
|
|
|
$
|
7,023
|
|
|
$
|
498
|
|
|
$
|
7,521
|
|
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
|
$
|
21
|
|
|
$
|
24
|
|
|
$
|
2,042
|
|
|
$
|
2,087
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
1,128
|
|
|
1,128
|
|
||||
Absolute return
|
|
—
|
|
|
723
|
|
|
465
|
|
|
1,188
|
|
||||
Total alternative investments
|
|
$
|
21
|
|
|
$
|
747
|
|
|
$
|
3,635
|
|
|
$
|
4,403
|
|
Other investments
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
95
|
|
|
$
|
274
|
|
Total pension plan assets at fair value
|
|
$
|
5,220
|
|
|
$
|
11,726
|
|
|
$
|
4,262
|
|
|
$
|
21,208
|
|
(1)
|
Includes no Company common stock.
|
Basis of Fair Value Measurements of
Pension Plan Assets at December 31, 2015
|
|
Quoted Prices
in Active
Markets for
Identical Items
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|||||
In millions
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
Cash and cash equivalents
|
|
$
|
84
|
|
|
$
|
733
|
|
|
$
|
—
|
|
|
$
|
817
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. equity
(1)
|
|
$
|
2,525
|
|
|
$
|
558
|
|
|
$
|
1
|
|
|
$
|
3,084
|
|
Non-U.S. equity – developed countries
|
|
1,877
|
|
|
1,167
|
|
|
—
|
|
|
3,044
|
|
||||
Emerging markets
|
|
462
|
|
|
542
|
|
|
27
|
|
|
1,031
|
|
||||
Convertible bonds
|
|
26
|
|
|
177
|
|
|
—
|
|
|
203
|
|
||||
Equity derivatives
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Total equity securities
|
|
$
|
4,890
|
|
|
$
|
2,452
|
|
|
$
|
28
|
|
|
$
|
7,370
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and municipalities
|
|
$
|
—
|
|
|
$
|
1,320
|
|
|
$
|
—
|
|
|
$
|
1,320
|
|
U.S. agency and agency mortgage-backed securities
|
|
—
|
|
|
279
|
|
|
—
|
|
|
279
|
|
||||
Corporate bonds – investment grade
|
|
—
|
|
|
1,527
|
|
|
—
|
|
|
1,527
|
|
||||
Non-U.S. governments – developed countries
|
|
—
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
||||
Non-U.S. corporate bonds – developed countries
|
|
—
|
|
|
917
|
|
|
—
|
|
|
917
|
|
||||
Emerging market debt
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||
Other asset-backed securities
|
|
—
|
|
|
88
|
|
|
1
|
|
|
89
|
|
||||
High yield bonds
|
|
47
|
|
|
166
|
|
|
16
|
|
|
229
|
|
||||
Other fixed income funds
|
|
—
|
|
|
295
|
|
|
276
|
|
|
571
|
|
||||
Fixed income derivatives
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Total fixed income securities
|
|
$
|
47
|
|
|
$
|
5,895
|
|
|
$
|
293
|
|
|
$
|
6,235
|
|
Alternative investments:
|
|
|
|
|
|
|
|
|
||||||||
Real estate
|
|
$
|
22
|
|
|
$
|
38
|
|
|
$
|
1,772
|
|
|
$
|
1,832
|
|
Private equity
|
|
—
|
|
|
—
|
|
|
1,054
|
|
|
1,054
|
|
||||
Absolute return
|
|
—
|
|
|
483
|
|
|
695
|
|
|
1,178
|
|
||||
Total alternative investments
|
|
$
|
22
|
|
|
$
|
521
|
|
|
$
|
3,521
|
|
|
$
|
4,064
|
|
Other investments
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
38
|
|
|
$
|
288
|
|
Total pension plan assets at fair value
|
|
$
|
5,043
|
|
|
$
|
9,851
|
|
|
$
|
3,880
|
|
|
$
|
18,774
|
|
Less: Fair value of pension plan assets due to Olin
(2)
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
||||
Net pension plan assets at fair value
|
|
$
|
4,864
|
|
|
$
|
9,851
|
|
|
$
|
3,880
|
|
|
$
|
18,595
|
|
(1)
|
Includes no Company common stock.
|
(2)
|
Pension plan assets were transferred to Olin in 2016. The final plan assets transferred totaled
$184 million
, which reflected return on plan assets and benefits paid to participants from the closing date of the Transaction with Olin to the date of transfer. See Note
6
for additional information.
|
Fair Value Measurement of Level 3
Pension Plan Assets
|
|
Equity Securities
|
|
|
Fixed Income Securities
|
|
|
Alternative Investments
|
|
|
Other Investments
|
|
|
Total
|
|
|||||
In millions
|
||||||||||||||||||||
Balance at January 1, 2015
|
|
$
|
32
|
|
|
$
|
311
|
|
|
$
|
3,342
|
|
|
$
|
40
|
|
|
$
|
3,725
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2015
|
|
—
|
|
|
18
|
|
|
233
|
|
|
—
|
|
|
251
|
|
|||||
Relating to assets held at Dec 31, 2015
|
|
—
|
|
|
(9
|
)
|
|
58
|
|
|
(2
|
)
|
|
47
|
|
|||||
Purchases, sales and settlements
|
|
2
|
|
|
(27
|
)
|
|
(90
|
)
|
|
—
|
|
|
(115
|
)
|
|||||
Transfers in (out) of Level 3, net
|
|
(6
|
)
|
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
(2
|
)
|
|||||
Foreign currency impact
|
|
—
|
|
|
1
|
|
|
(27
|
)
|
|
—
|
|
|
(26
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
28
|
|
|
$
|
293
|
|
|
$
|
3,521
|
|
|
$
|
38
|
|
|
$
|
3,880
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Relating to assets sold during 2016
|
|
—
|
|
|
2
|
|
|
163
|
|
|
(7
|
)
|
|
158
|
|
|||||
Relating to assets held at Dec 31, 2016
|
|
9
|
|
|
(4
|
)
|
|
10
|
|
|
11
|
|
|
26
|
|
|||||
Purchases, sales and settlements
(1)
|
|
1
|
|
|
202
|
|
|
(35
|
)
|
|
53
|
|
|
221
|
|
|||||
Transfers in (out) of Level 3, net
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Foreign currency impact
|
|
(2
|
)
|
|
2
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Balance at December 31, 2016
|
|
$
|
34
|
|
|
$
|
498
|
|
|
$
|
3,635
|
|
|
$
|
95
|
|
|
$
|
4,262
|
|
(1)
|
Includes
$35 million
of alternative investments associated with the ownership restructure of Dow Corning.
|
Assets and Liabilities of Consolidated VIEs at December 31
In millions
|
|
2016
|
|
|
2015
|
|
||
Cash and cash equivalents
|
|
$
|
75
|
|
|
$
|
158
|
|
Other current assets
|
|
95
|
|
|
112
|
|
||
Net property
|
|
961
|
|
|
1,717
|
|
||
Other noncurrent assets
|
|
55
|
|
|
65
|
|
||
Total assets
(1)
|
|
$
|
1,186
|
|
|
$
|
2,052
|
|
Current liabilities (nonrecourse 2016: $286; 2015: $256)
|
|
$
|
286
|
|
|
$
|
258
|
|
Long-term debt (nonrecourse 2016: $330; 2015: $487)
|
|
330
|
|
|
504
|
|
||
Other noncurrent obligations (nonrecourse 2016: $47; 2015: $51)
|
|
47
|
|
|
51
|
|
||
Total liabilities
|
|
$
|
663
|
|
|
$
|
813
|
|
(1)
|
All assets were restricted at
December 31, 2016
and
December 31, 2015
.
|
Weighted-Average Assumptions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Dividend yield
|
|
4.13
|
%
|
|
3.54
|
%
|
|
3.08
|
%
|
Expected volatility
|
|
31.60
|
%
|
|
27.84
|
%
|
|
28.11
|
%
|
Risk-free interest rate
|
|
1.12
|
%
|
|
1.02
|
%
|
|
1.11
|
%
|
Expected life of stock options granted during period (years)
|
|
7.8
|
|
|
7.7
|
|
|
7.7
|
|
Life of Employee Stock Purchase Plan (months)
|
|
4
|
|
|
6
|
|
|
6
|
|
Employee Stock Purchase Plan
|
|
2016
|
|||||
Shares in thousands
|
|
Shares
|
|
|
Exercise
Price
(1)
|
|
|
Outstanding and exercisable at January 1, 2016
|
|
7
|
|
|
$
|
41.49
|
|
Granted
|
|
2,122
|
|
|
$
|
40.44
|
|
Exercised
|
|
(2,124
|
)
|
|
$
|
40.44
|
|
Forfeited/Expired
|
|
(5
|
)
|
|
$
|
40.56
|
|
Outstanding and exercisable at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Weighted average price per share
|
Additional Information about Employee Stock Purchase Plan
In millions, except per share amounts
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Weighted-average fair value per share of purchase rights granted
|
|
$
|
3.40
|
|
|
$
|
4.62
|
|
|
$
|
5.45
|
|
Total compensation expense for ESPP
|
|
$
|
7
|
|
|
$
|
15
|
|
|
$
|
20
|
|
Related tax benefit
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
7
|
|
Total amount of cash received from the exercise of purchase rights
|
|
$
|
86
|
|
|
$
|
131
|
|
|
$
|
138
|
|
Total intrinsic value of purchase rights exercised
(1)
|
|
$
|
23
|
|
|
$
|
25
|
|
|
$
|
42
|
|
Related tax benefit
|
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
15
|
|
(1)
|
Difference between the market price at exercise and the price paid by the employee to exercise the purchase rights.
|
Stock Options
|
|
2016
|
||||||
Shares in thousands
|
|
Shares
|
|
|
Exercise
Price
(1)
|
|
||
Outstanding at January 1, 2016
|
|
41,461
|
|
|
$
|
35.50
|
|
|
Granted
|
|
2,988
|
|
|
$
|
46.01
|
|
|
Exercised
|
|
(9,061
|
)
|
|
$
|
35.89
|
|
|
Forfeited/Expired
|
|
(618
|
)
|
|
$
|
41.56
|
|
|
Outstanding at December 31, 2016
|
|
34,770
|
|
|
$
|
36.20
|
|
|
Remaining contractual life in years
|
|
|
|
5.24
|
|
|||
Aggregate intrinsic value in millions
|
|
$
|
731
|
|
|
|
|
|
Exercisable at December 31, 2016
|
|
28,932
|
|
|
$
|
33.96
|
|
|
Remaining contractual life in years
|
|
|
|
4.60
|
|
|||
Aggregate intrinsic value in millions
|
|
$
|
673
|
|
|
|
|
(1)
|
Weighted-average per share.
|
Additional Information about Stock Options
In millions, except per share amounts
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Weighted-average fair value per share of options granted
|
|
$
|
10.95
|
|
|
$
|
11.61
|
|
|
$
|
11.49
|
|
Total compensation expense for stock option plans
|
|
$
|
32
|
|
|
$
|
55
|
|
|
$
|
65
|
|
Related tax benefit
|
|
$
|
12
|
|
|
$
|
20
|
|
|
$
|
24
|
|
Total amount of cash received from the exercise of options
|
|
$
|
312
|
|
|
$
|
377
|
|
|
$
|
810
|
|
Total intrinsic value of options exercised
(1)
|
|
$
|
153
|
|
|
$
|
175
|
|
|
$
|
300
|
|
Related tax benefit
|
|
$
|
57
|
|
|
$
|
65
|
|
|
$
|
111
|
|
(1)
|
Difference between the market price at exercise and the price paid by the employee to exercise the options.
|
Deferred Stock
|
|
2016
|
|||||
Shares in thousands
|
|
Shares
|
|
|
Grant Date
Fair Value
(1)
|
|
|
Nonvested at January 1, 2016
|
|
7,979
|
|
|
$
|
40.96
|
|
Granted
|
|
2,134
|
|
|
$
|
46.25
|
|
Vested
|
|
(3,525
|
)
|
|
$
|
32.16
|
|
Canceled
|
|
(206
|
)
|
|
$
|
43.70
|
|
Nonvested at December 31, 2016
|
|
6,382
|
|
|
$
|
47.49
|
|
(1)
|
Weighted-average per share.
|
Additional Information about Deferred Stock
In millions, except per share amounts
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Weighted-average fair value per share of deferred stock granted
|
|
$
|
46.25
|
|
|
$
|
49.42
|
|
|
$
|
46.88
|
|
Total fair value of deferred stock vested and delivered
(1)
|
|
$
|
166
|
|
|
$
|
162
|
|
|
$
|
156
|
|
Related tax benefit
|
|
$
|
61
|
|
|
$
|
60
|
|
|
$
|
58
|
|
Total compensation expense for deferred stock awards
|
|
$
|
97
|
|
|
$
|
110
|
|
|
$
|
99
|
|
Related tax benefit
|
|
$
|
36
|
|
|
$
|
41
|
|
|
$
|
37
|
|
(1)
|
Includes the fair value of shares vested in prior years and delivered in the reporting year.
|
Performance Deferred Stock Awards
|
|
Target
Shares
Granted
(1)
|
|
|
Grant Date
Fair Value
(2)
|
|
|||
Shares in thousands
|
|
||||||||
Year
|
|
Performance Period
|
|
||||||
2016
|
|
January 1, 2016 – December 31, 2018
|
|
2,283
|
|
|
$
|
52.68
|
|
2015
|
|
January 1, 2015 – December 31, 2017
|
|
2,258
|
|
|
$
|
59.08
|
|
2014
|
|
January 1, 2014 – December 31, 2016
|
|
2,425
|
|
|
$
|
54.42
|
|
(1)
|
At the end of the performance period, the actual number of shares issued can range from
zero
to
200 percent
of target shares granted.
|
(2)
|
Weighted-average per share.
|
Performance Deferred Stock
|
|
2016
|
|||||
Shares in thousands
|
|
Target
Shares Granted (1) |
|
|
Grant Date
Fair Value
(2)
|
|
|
Nonvested at January 1, 2016
|
|
4,621
|
|
|
$
|
56.68
|
|
Granted
|
|
2,283
|
|
|
$
|
52.68
|
|
Vested
(3)
|
|
(2,342
|
)
|
|
$
|
54.42
|
|
Canceled
|
|
(108
|
)
|
|
$
|
55.46
|
|
Nonvested at December 31, 2016
|
|
4,454
|
|
|
$
|
55.85
|
|
(1)
|
At the end of the performance period, the actual number of shares issued can range from
zero
to
200 percent
of target shares granted.
|
(2)
|
Weighted-average per share.
|
(3)
|
Vested shares for the 2014 - 2016 performance period that were earned (i.e., performance conditions were satisfied and the target shares granted for the performance period vested) during the applicable fiscal year. Shares earned will be delivered in February 2017 at the applicable pay-out percentage. Certain executive employees may opt to receive a cash payment equal to the value of the stock award on the date of delivery.
|
Additional Information about Performance Deferred Stock
|
|
|
|
|
||||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Total fair value of performance deferred stock vested and delivered
(1)
|
|
$
|
103
|
|
|
$
|
37
|
|
|
$
|
12
|
|
Related tax benefit
|
|
$
|
38
|
|
|
$
|
14
|
|
|
$
|
5
|
|
Total compensation expense for performance deferred stock awards
|
|
$
|
125
|
|
|
$
|
172
|
|
|
$
|
67
|
|
Related tax benefit
|
|
$
|
46
|
|
|
$
|
63
|
|
|
$
|
25
|
|
Shares of performance deferred stock settled in cash
(2)
|
|
0.9
|
|
|
0.3
|
|
|
0.1
|
|
|||
Total cash paid to settle performance deferred stock awards
(3)
|
|
$
|
40
|
|
|
$
|
16
|
|
|
$
|
6
|
|
(1)
|
Includes the fair value of shares vested in prior years and delivered in the reporting year.
|
(2)
|
Performance deferred stock awards vested in prior years and delivered in the reporting year.
|
(3)
|
Cash paid to certain executive employees for performance deferred stock awards vested in prior periods and delivered in the reporting year, equal to the value of the stock award on the date of delivery.
|
Restricted Stock
|
|
Shares Issued
|
|
|
Weighted-Average Fair Value
|
|
|
|
|
||||||
Year
|
|
||||||
2016
|
|
32,160
|
|
|
$
|
50.55
|
|
2015
|
|
31,560
|
|
|
$
|
51.51
|
|
2014
|
|
24,840
|
|
|
$
|
48.98
|
|
New Common Stock Shares Issued
|
||||||
Shares in thousands
|
2016
|
|
2015
|
|
2014
|
|
To employees
|
—
|
|
—
|
|
21,181
|
|
To non-employee directors
|
—
|
|
32
|
|
25
|
|
Domestic and Foreign Components of Income Before Income Taxes
|
||||||||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Domestic
(1) (2)
|
|
$
|
485
|
|
|
$
|
5,313
|
|
|
$
|
1,652
|
|
Foreign
(1)
|
|
3,928
|
|
|
4,617
|
|
|
3,613
|
|
|||
Total
|
|
$
|
4,413
|
|
|
$
|
9,930
|
|
|
$
|
5,265
|
|
(1)
|
In 2016, the domestic component of "Income Before Income Taxes" included approximately
$2.1 billion
(
$3.5 billion
in 2015) and the foreign component contained
zero
(
$1.1 billion
in 2015) of income from portfolio actions. Amounts include gains from transactions noted below in the Reconciliation to U.S. Statutory Rate table.
|
(2)
|
In 2016, the domestic component of “Income Before Income Taxes” included approximately
$2.6 billion
of expenses related to the urethane matters class action lawsuit and opt-out cases settlements, asbestos-related charge and charges for environmental matters.
|
Provision for Income Taxes
|
||||||||||||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
In millions
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
(1)
|
|
$
|
91
|
|
|
$
|
(1,255
|
)
|
|
$
|
(1,164
|
)
|
|
$
|
583
|
|
|
$
|
358
|
|
|
$
|
941
|
|
|
$
|
(161
|
)
|
|
$
|
442
|
|
|
$
|
281
|
|
State and local
|
|
21
|
|
|
(10
|
)
|
|
11
|
|
|
38
|
|
|
(8
|
)
|
|
30
|
|
|
(4
|
)
|
|
43
|
|
|
39
|
|
|||||||||
Foreign
|
|
1,156
|
|
|
6
|
|
|
1,162
|
|
|
1,221
|
|
|
(45
|
)
|
|
1,176
|
|
|
1,125
|
|
|
(19
|
)
|
|
1,106
|
|
|||||||||
Total
|
|
$
|
1,268
|
|
|
$
|
(1,259
|
)
|
|
$
|
9
|
|
|
$
|
1,842
|
|
|
$
|
305
|
|
|
$
|
2,147
|
|
|
$
|
960
|
|
|
$
|
466
|
|
|
$
|
1,426
|
|
(1)
|
The 2016 amount reflects the tax impact of accrued one-time items and reduced domestic income which limited the utilization of tax credits. The 2014 amount reflects the impact of accelerated deductions.
|
Reconciliation to U.S. Statutory Rate
|
|
|
|
|
||||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Taxes at U.S. statutory rate
|
|
$
|
1,545
|
|
|
$
|
3,476
|
|
|
$
|
1,843
|
|
Equity earnings effect
|
|
(52
|
)
|
|
(197
|
)
|
|
(307
|
)
|
|||
Foreign income taxed at rates other than 35%
(1)
|
|
(309
|
)
|
|
(398
|
)
|
|
(195
|
)
|
|||
U.S. tax effect of foreign earnings and dividends
|
|
(204
|
)
|
|
130
|
|
|
54
|
|
|||
Goodwill impact from divestitures
|
|
5
|
|
|
57
|
|
|
—
|
|
|||
Discrete equity earnings
(2)
|
|
—
|
|
|
21
|
|
|
26
|
|
|||
Change in valuation allowances
|
|
8
|
|
|
(32
|
)
|
|
33
|
|
|||
Unrecognized tax benefits
|
|
(34
|
)
|
|
81
|
|
|
(30
|
)
|
|||
Federal tax accrual adjustments
|
|
(6
|
)
|
|
13
|
|
|
(3
|
)
|
|||
Gain on ownership restructure of Dow Corning
(3)
|
|
(993
|
)
|
|
—
|
|
|
—
|
|
|||
Non-deductible costs associated with transactions and productivity actions
|
|
33
|
|
|
—
|
|
|
—
|
|
|||
Impact from split-off of chlorine value chain
(4)
|
|
21
|
|
|
(763
|
)
|
|
—
|
|
|||
Gain on Univation step acquisition
(3)
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|||
Gain on sale of MEGlobal
(5)
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|||
Other – net
|
|
(5
|
)
|
|
3
|
|
|
5
|
|
|||
Total tax provision
|
|
$
|
9
|
|
|
$
|
2,147
|
|
|
$
|
1,426
|
|
Effective tax rate
|
|
0.2
|
%
|
|
21.6
|
%
|
|
27.1
|
%
|
(1)
|
Includes the tax provision for statutory taxable income in foreign jurisdictions for which there is no corresponding amount in “Income Before Income Taxes.”
|
(2)
|
Includes nonrecurring charges related to equity in earnings of nonconsolidated affiliates in 2015 and 2014.
|
(3)
|
See Note
4
for further information.
|
(4)
|
See Note
6
for further information.
|
(5)
|
See Note
5
for further information.
|
Deferred Tax Balances at December 31
|
|
2016
|
|
2015
|
||||||||||||
In millions
|
|
Deferred Tax
Assets
(1)
|
|
|
Deferred Tax
Liabilities
(1)
|
|
|
Deferred Tax
Assets
|
|
|
Deferred Tax
Liabilities
|
|
||||
Property
(2)
|
|
$
|
307
|
|
|
$
|
2,860
|
|
|
$
|
130
|
|
|
$
|
2,097
|
|
Tax loss and credit carryforwards
|
|
2,450
|
|
|
—
|
|
|
1,647
|
|
|
—
|
|
||||
Postretirement benefit obligations
(2)
|
|
3,715
|
|
|
75
|
|
|
2,939
|
|
|
84
|
|
||||
Other accruals and reserves
(2)
|
|
1,964
|
|
|
883
|
|
|
1,389
|
|
|
882
|
|
||||
Intangibles
|
|
128
|
|
|
1,536
|
|
|
208
|
|
|
692
|
|
||||
Inventory
(3)
|
|
50
|
|
|
197
|
|
|
13
|
|
|
218
|
|
||||
Investments
|
|
179
|
|
|
119
|
|
|
204
|
|
|
242
|
|
||||
Other – net
(2)
|
|
737
|
|
|
643
|
|
|
780
|
|
|
542
|
|
||||
Subtotal
|
|
$
|
9,530
|
|
|
$
|
6,313
|
|
|
$
|
7,310
|
|
|
$
|
4,757
|
|
Valuation allowances
|
|
(1,061
|
)
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
||||
Total
|
|
$
|
8,469
|
|
|
$
|
6,313
|
|
|
$
|
6,310
|
|
|
$
|
4,757
|
|
(1)
|
The Company assumed
$999 million
of deferred tax assets and
$1,858 million
of deferred tax liabilities as part of the DCC Transaction. See Note
4
for additional information.
|
(2)
|
Prior year was adjusted to conform to the current year presentation.
|
(3)
|
Prior year was adjusted to conform to the current year presentation for the reclassification of
$293 million
of prepaid tax assets to "Other current assets." See Note
1
for additional information.
|
Total Gross Unrecognized Tax Benefits
|
|
|
|
|
||||||||
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Balance at January 1
|
|
$
|
280
|
|
|
$
|
240
|
|
|
$
|
266
|
|
Increases related to positions taken on items from prior years
(1)
|
|
153
|
|
|
92
|
|
|
42
|
|
|||
Decreases related to positions taken on items from prior years
|
|
(12
|
)
|
|
(6
|
)
|
|
(57
|
)
|
|||
Increases related to positions taken in the current year
(2)
|
|
135
|
|
|
10
|
|
|
10
|
|
|||
Settlement of uncertain tax positions with tax authorities
(1)
|
|
(325
|
)
|
|
(56
|
)
|
|
(13
|
)
|
|||
Decreases due to expiration of statutes of limitations
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||
Balance at December 31
|
|
$
|
231
|
|
|
$
|
280
|
|
|
$
|
240
|
|
(1)
|
Includes the impact of a settlement agreement related to a historical change in the legal ownership structure of a nonconsolidated affiliate.
|
(2)
|
Includes
$126 million
assumed in the DCC Transaction.
|
Accumulated Other Comprehensive Loss
|
|
|
|
||||||||
In millions
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrealized Gains on Investments at beginning of year
|
$
|
47
|
|
|
$
|
141
|
|
|
$
|
160
|
|
Net change in unrealized gains (losses) (net of tax of $22, $(22), $22)
|
32
|
|
|
(40
|
)
|
|
41
|
|
|||
Reclassification to earnings - Net sales (net of tax of $(19), $(27), $(32))
(1)
|
(34
|
)
|
|
(49
|
)
|
|
(59
|
)
|
|||
Reclassification to earnings - Sundry income (expense) - net (net of tax of $(1), $(3), $(1))
(1)
|
(2
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|||
Balance at end of period
|
$
|
43
|
|
|
$
|
47
|
|
|
$
|
141
|
|
Cumulative Translation Adjustments at beginning of year
|
$
|
(1,737
|
)
|
|
$
|
(751
|
)
|
|
$
|
476
|
|
Translation adjustments (net of tax of $171, $(84), $(28))
|
(644
|
)
|
|
(990
|
)
|
|
(1,239
|
)
|
|||
Reclassification to earnings - Sundry income (expense) - net
(2)
|
—
|
|
|
4
|
|
|
12
|
|
|||
Balance at end of period
|
$
|
(2,381
|
)
|
|
$
|
(1,737
|
)
|
|
$
|
(751
|
)
|
Pension and Other Postretirement Benefit Plans at beginning of year
|
$
|
(6,769
|
)
|
|
$
|
(7,321
|
)
|
|
$
|
(5,460
|
)
|
Net gain (loss) arising during period (net of tax of $(617), $70, $(1,228))
(3)
|
(1,354
|
)
|
|
132
|
|
|
(2,516
|
)
|
|||
Prior service credit (cost) arising during period (net of tax of $-, $(36), $185)
(3)
|
—
|
|
|
(27
|
)
|
|
315
|
|
|||
Amortization of prior service cost (credit) included in net periodic pension costs (net of tax of $(10), $(10), $6)
(3)
|
(17
|
)
|
|
(20
|
)
|
|
14
|
|
|||
Amortization of net loss included in net periodic pension costs (net of tax of $189, $228, $158)
(3)
|
391
|
|
|
467
|
|
|
326
|
|
|||
Reclassification to earnings - Sundry income (expense) - net
(4)
|
360
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(7,389
|
)
|
|
$
|
(6,769
|
)
|
|
$
|
(7,321
|
)
|
Derivative Instruments at beginning of year
|
$
|
(208
|
)
|
|
$
|
(86
|
)
|
|
$
|
(3
|
)
|
Net hedging results (net of tax of $27, $(79), $(25))
|
84
|
|
|
(136
|
)
|
|
(91
|
)
|
|||
Reclassification to earnings - Cost of sales (net of tax of $5, $9, $2)
(1)
|
28
|
|
|
14
|
|
|
8
|
|
|||
Reclassification to earnings - Sundry income (expense) - net
|
1
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
(95
|
)
|
|
$
|
(208
|
)
|
|
$
|
(86
|
)
|
Total Accumulated Other Comprehensive Loss
|
$
|
(9,822
|
)
|
|
$
|
(8,667
|
)
|
|
$
|
(8,017
|
)
|
(1)
|
Tax amounts are included in "Provision for income taxes" in the consolidated statements of income.
|
(2)
|
In 2015 and 2014, reclassification resulted from the liquidation and divestiture of subsidiaries.
|
(3)
|
See Note
18
for additional information.
|
(4)
|
Related to the DCC Transaction. See Note
4
for additional information.
|
Noncontrolling Interests
In millions
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Balance at January 1
|
$
|
809
|
|
|
$
|
931
|
|
|
$
|
1,026
|
|
Net income attributable to noncontrolling interests
|
86
|
|
|
98
|
|
|
67
|
|
|||
Distributions to noncontrolling interests
(1)
|
(123
|
)
|
|
(76
|
)
|
|
(64
|
)
|
|||
Capital contributions
(2)
|
—
|
|
|
38
|
|
|
36
|
|
|||
Purchases of noncontrolling interests
(3)
|
—
|
|
|
(42
|
)
|
|
(56
|
)
|
|||
Transfers of redeemable noncontrolling interest
(4)
|
—
|
|
|
(108
|
)
|
|
(46
|
)
|
|||
Acquisition of noncontrolling interests
(5)
|
473
|
|
|
—
|
|
|
—
|
|
|||
Cumulative translation adjustments
|
(4
|
)
|
|
(34
|
)
|
|
(29
|
)
|
|||
Other
|
1
|
|
|
2
|
|
|
(3
|
)
|
|||
Balance at December 31
|
$
|
1,242
|
|
|
$
|
809
|
|
|
$
|
931
|
|
(1)
|
Distributions to noncontrolling interests is net of
$53 million
for the year ended 2016 (
$36 million
in 2015 and
$27 million
in 2014) in 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
in 2015.
|
(3)
|
The 2016 value excludes a
$202 million
cash payment as the noncontrolling interest was classified as "Accrued and other current liabilities" in the consolidated balance sheets. The 2015 value excludes a
$133 million
cash payment for the purchase of a Redeemable Noncontrolling Interest. See Notes
6
and
20
for additional information.
|
(4)
|
See Notes
6
and
20
for additional information.
|
(5)
|
Assumed in the DCC Transaction. See Note
4
for additional information.
|
Geographic Area Information
|
|
United States
|
|
|
Europe,
Middle East, Africa and India
|
|
|
Rest of World
|
|
|
Total
|
|
||||
In millions
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
16,637
|
|
|
$
|
14,667
|
|
|
$
|
16,854
|
|
|
$
|
48,158
|
|
Long-lived assets
|
|
$
|
14,812
|
|
|
$
|
2,751
|
|
|
$
|
5,923
|
|
|
$
|
23,486
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
16,821
|
|
|
$
|
15,291
|
|
|
$
|
16,666
|
|
|
$
|
48,778
|
|
Long-lived assets
|
|
$
|
11,062
|
|
|
$
|
2,172
|
|
|
$
|
4,620
|
|
|
$
|
17,854
|
|
2014
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
19,449
|
|
|
$
|
19,671
|
|
|
$
|
19,047
|
|
|
$
|
58,167
|
|
Long-lived assets
|
|
$
|
10,605
|
|
|
$
|
2,628
|
|
|
$
|
4,818
|
|
|
$
|
18,051
|
|
Operating Segment Information
|
|
Agri-cultural Sciences
|
|
|
Consumer Solutions
|
|
|
Infra-structure Solutions
|
|
|
Perf Materials & Chemicals
|
|
|
Perf Plastics
|
|
|
Corp
|
|
|
Total
|
|
|||||||
In millions
|
||||||||||||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
6,174
|
|
|
$
|
5,455
|
|
|
$
|
8,621
|
|
|
$
|
9,225
|
|
|
$
|
18,404
|
|
|
$
|
279
|
|
|
$
|
48,158
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
|
3
|
|
|
132
|
|
|
215
|
|
|
(18
|
)
|
|
137
|
|
|
(27
|
)
|
|
442
|
|
|||||||
Restructuring charges
(1)
|
|
5
|
|
|
29
|
|
|
94
|
|
|
—
|
|
|
10
|
|
|
314
|
|
|
452
|
|
|||||||
Asbestos-related charge
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
1,113
|
|
|||||||
EBITDA
(3)
|
|
806
|
|
|
2,828
|
|
|
2,318
|
|
|
134
|
|
|
4,503
|
|
|
(2,563
|
)
|
|
8,026
|
|
|||||||
Total assets
(4) (5)
|
|
7,015
|
|
|
13,946
|
|
|
17,644
|
|
|
9,747
|
|
|
17,832
|
|
|
13,327
|
|
|
79,511
|
|
|||||||
Investment in nonconsolidated affiliates
(5)
|
|
130
|
|
|
329
|
|
|
647
|
|
|
1,588
|
|
|
881
|
|
|
172
|
|
|
3,747
|
|
|||||||
Depreciation and amortization
|
|
186
|
|
|
479
|
|
|
776
|
|
|
530
|
|
|
770
|
|
|
121
|
|
|
2,862
|
|
|||||||
Capital expenditures
|
|
223
|
|
|
157
|
|
|
481
|
|
|
212
|
|
|
2,731
|
|
|
—
|
|
|
3,804
|
|
|||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
6,381
|
|
|
$
|
4,379
|
|
|
$
|
7,394
|
|
|
$
|
11,973
|
|
|
$
|
18,357
|
|
|
$
|
294
|
|
|
$
|
48,778
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
|
(15
|
)
|
|
91
|
|
|
203
|
|
|
225
|
|
|
220
|
|
|
(50
|
)
|
|
674
|
|
|||||||
Restructuring charges
(1)
|
|
16
|
|
|
67
|
|
|
26
|
|
|
—
|
|
|
12
|
|
|
294
|
|
|
415
|
|
|||||||
EBITDA
(3)
|
|
1,432
|
|
|
1,048
|
|
|
1,021
|
|
|
5,479
|
|
|
5,399
|
|
|
(1,053
|
)
|
|
13,326
|
|
|||||||
Total assets
(4)
|
|
6,333
|
|
|
9,234
|
|
|
12,186
|
|
|
7,694
|
|
|
14,310
|
|
|
18,181
|
|
|
67,938
|
|
|||||||
Investment in nonconsolidated affiliates
|
|
275
|
|
|
732
|
|
|
986
|
|
|
155
|
|
|
304
|
|
|
1,506
|
|
|
3,958
|
|
|||||||
Depreciation and amortization
|
|
195
|
|
|
354
|
|
|
495
|
|
|
637
|
|
|
746
|
|
|
94
|
|
|
2,521
|
|
|||||||
Capital expenditures
|
|
308
|
|
|
134
|
|
|
355
|
|
|
223
|
|
|
2,683
|
|
|
—
|
|
|
3,703
|
|
|||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sales to external customers
|
|
$
|
7,290
|
|
|
$
|
4,639
|
|
|
$
|
8,429
|
|
|
$
|
15,114
|
|
|
$
|
22,386
|
|
|
$
|
309
|
|
|
$
|
58,167
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
|
4
|
|
|
281
|
|
|
(6
|
)
|
|
322
|
|
|
257
|
|
|
(23
|
)
|
|
835
|
|
|||||||
Goodwill and other intangible asset impairment losses
(6)
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
Restructuring credits
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||||
Asbestos-related charge
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|||||||
EBITDA
(3)
|
|
962
|
|
|
1,130
|
|
|
817
|
|
|
2,193
|
|
|
4,422
|
|
|
(580
|
)
|
|
8,944
|
|
|||||||
Total assets
(4)
|
|
7,292
|
|
|
9,629
|
|
|
12,245
|
|
|
12,166
|
|
|
13,459
|
|
|
13,848
|
|
|
68,639
|
|
|||||||
Investment in nonconsolidated affiliates
|
|
83
|
|
|
691
|
|
|
922
|
|
|
698
|
|
|
705
|
|
|
1,102
|
|
|
4,201
|
|
|||||||
Depreciation and amortization
|
|
208
|
|
|
396
|
|
|
510
|
|
|
780
|
|
|
759
|
|
|
94
|
|
|
2,747
|
|
|||||||
Capital expenditures
|
|
383
|
|
|
114
|
|
|
269
|
|
|
315
|
|
|
2,490
|
|
|
1
|
|
|
3,572
|
|
(1)
|
See Note
3
for information regarding the Company's restructuring programs.
|
(2)
|
See Note
15
for information regarding the asbestos-related charge.
|
(3)
|
A reconciliation of “Income Before Income Taxes” to EBITDA is provided below.
|
(4)
|
Presented in accordance with newly implemented ASU 2015-17 and ASU 2015-03. See Notes
1
and
2
for additional information.
|
(5)
|
Equity contributions to Sadara, which prior to 2016 were reflected in the Corporate segment, were reallocated to Performance Materials & Chemicals and Performance Plastics in 2016.
|
(6)
|
See Note
12
for information regarding intangible asset impairment losses.
|
Reconciliation of “Income Before Income Taxes” to EBITDA
In millions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Income Before Income Taxes
|
|
$
|
4,413
|
|
|
$
|
9,930
|
|
|
$
|
5,265
|
|
+ Interest expense and amortization of debt discount
|
|
858
|
|
|
946
|
|
|
983
|
|
|||
- Interest income
|
|
107
|
|
|
71
|
|
|
51
|
|
|||
+ Depreciation and amortization
|
|
2,862
|
|
|
2,521
|
|
|
2,747
|
|
|||
EBITDA
|
|
$
|
8,026
|
|
|
$
|
13,326
|
|
|
$
|
8,944
|
|
The Dow Chemical Company and Subsidiaries
|
Selected Quarterly Financial Data
|
In millions, except per share amounts (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Year
|
|
|||||
Net sales
|
|
$
|
10,703
|
|
|
$
|
11,952
|
|
|
$
|
12,483
|
|
|
$
|
13,020
|
|
|
$
|
48,158
|
|
Cost of sales
|
|
7,951
|
|
|
9,275
|
|
|
9,841
|
|
|
10,574
|
|
|
37,641
|
|
|||||
Gross margin
|
|
2,752
|
|
|
2,677
|
|
|
2,642
|
|
|
2,446
|
|
|
10,517
|
|
|||||
Restructuring charges (credits)
|
|
(2
|
)
|
|
454
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|||||
Asbestos-related charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
1,113
|
|
|||||
Net income
|
|
275
|
|
|
3,227
|
|
|
818
|
|
|
84
|
|
|
4,404
|
|
|||||
Net income (loss) available for common stockholders
|
|
169
|
|
|
3,123
|
|
|
719
|
|
|
(33
|
)
|
|
3,978
|
|
|||||
Earnings (Loss) per common share - basic
(1) (2)
|
|
0.15
|
|
|
2.79
|
|
|
0.64
|
|
|
(0.03
|
)
|
|
3.57
|
|
|||||
Earnings (Loss) per common share - diluted
(1) (3) (4)
|
|
0.15
|
|
|
2.61
|
|
|
0.63
|
|
|
(0.03
|
)
|
|
3.52
|
|
|||||
Dividends declared per share of common stock
|
|
0.46
|
|
|
0.46
|
|
|
0.46
|
|
|
0.46
|
|
|
1.84
|
|
|||||
Market price range of common stock:
(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
52.23
|
|
|
53.98
|
|
|
54.59
|
|
|
59.33
|
|
|
59.33
|
|
|||||
Low
|
|
40.26
|
|
|
47.75
|
|
|
47.51
|
|
|
51.60
|
|
|
40.26
|
|
In millions, except per share amounts (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
1st
|
|
|
2nd
|
|
|
3rd
|
|
|
4th
|
|
|
Year
|
|
|||||
Net sales
|
|
$
|
12,370
|
|
|
$
|
12,910
|
|
|
$
|
12,036
|
|
|
$
|
11,462
|
|
|
$
|
48,778
|
|
Cost of sales
|
|
9,535
|
|
|
10,146
|
|
|
9,349
|
|
|
8,806
|
|
|
37,836
|
|
|||||
Gross margin
|
|
2,835
|
|
|
2,764
|
|
|
2,687
|
|
|
2,656
|
|
|
10,942
|
|
|||||
Restructuring charges
|
|
—
|
|
|
375
|
|
|
—
|
|
|
40
|
|
|
415
|
|
|||||
Net income
|
|
1,519
|
|
|
1,197
|
|
|
1,436
|
|
|
3,631
|
|
|
7,783
|
|
|||||
Net income available for common stockholders
|
|
1,393
|
|
|
1,135
|
|
|
1,290
|
|
|
3,527
|
|
|
7,345
|
|
|||||
Earnings per common share - basic
(1)
|
|
1.22
|
|
|
0.99
|
|
|
1.12
|
|
|
3.17
|
|
|
6.45
|
|
|||||
Earnings per common share - diluted
(1) (4)
|
|
1.18
|
|
|
0.97
|
|
|
1.09
|
|
|
2.94
|
|
|
6.15
|
|
|||||
Dividends declared per share of common stock
|
|
0.42
|
|
|
0.42
|
|
|
0.42
|
|
|
0.46
|
|
|
1.72
|
|
|||||
Market price range of common stock:
(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
50.22
|
|
|
53.77
|
|
|
53.20
|
|
|
57.10
|
|
|
57.10
|
|
|||||
Low
|
|
41.95
|
|
|
47.21
|
|
|
35.11
|
|
|
42.15
|
|
|
35.11
|
|
(1)
|
Due to quarterly changes in the share count and the allocation of income to participating securities, the sum of the four quarters does not equal the earnings per share amount calculated for the year.
|
(2)
|
On December 30, 2016, the Company converted 4 million shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into 96.8 million shares of the Company's common stock. As a result, the basic share count reflects a two-day averaging effect for the three- and twelve-month periods ended December 31, 2016.
|
(3)
|
"Earnings (Loss) per common share - diluted" for the three-month period ended December 31, 2016, was calculated using "Weighted average common shares outstanding - basic" due to a net loss reported in the period.
|
(4)
|
For the quarters ended June 30, 2016, March 31, 2015, June 30, 2015, September 30, 2015, and December 31, 2015, and the year ended December 31, 2015, an assumed conversion of Preferred Stock into shares of the Company's common stock was included in the calculation of earnings per common share - diluted. The assumed conversion of the Preferred Stock was considered antidilutive for all other periods. See Note
14
for additional information.
|
(5)
|
Composite price as reported by the New York Stock Exchange.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
|
/s/ ANDREW N. LIVERIS
|
|
|
|
/s/ HOWARD I. UNGERLEIDER
|
Andrew N. Liveris
|
|
|
|
Howard I. Ungerleider
|
Chief Executive Officer and
|
|
|
|
Vice Chairman and
|
Chairman of the Board
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
/s/ RONALD C. EDMONDS
|
|
|
|
|
Ronald C. Edmonds
|
|
|
|
|
Controller and Vice President of Controllers and Tax
|
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche
LLP
|
Midland, Michigan
|
February 9, 2017
|
The Dow Chemical Company and Subsidiaries
|
PART IV, Item 15. Exhibits, Financial Statement Schedules.
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
The Company’s
2016
Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
|
(2)
|
Financial Statement Schedules – The following Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included in Part II, Item 8. Financial Statements and Supplementary Data:
|
Schedule II
|
|
Valuation and Qualifying Accounts
|
(3)
|
Exhibits – See the Exhibit Index for the exhibits filed with this Annual Report on Form 10-K or incorporated by reference. The following exhibits are filed with this Annual Report on Form 10-K:
|
Exhibit No.
|
|
Description of Exhibit
|
10(a)(iii)
|
|
Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan.
|
10(dd)(iii)
|
|
Amendment to The Dow Chemical Company Elective Deferral Plan (Post 2004).
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.
|
21
|
|
Subsidiaries of The Dow Chemical Company.
|
23(a)
|
|
Consent of Independent Registered Public Accounting Firm.
|
23(b)
|
|
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.
|
(1)
|
Deductions represent notes and accounts receivable written off, credits to profit and loss and other miscellaneous items.
|
(2)
|
Additions to reserves for "Other investments and noncurrent receivables" charged to costs and expenses include $143 million related to the Company's investment in AgroFresh Solutions, Inc. See Note
5
to the Consolidated Financial Statements for further information.
|
(3)
|
Deductions from reserves for "Other investments and noncurrent receivables" include $237 million related to the DCC Transaction. See Note
4
to the Consolidated Financial Statements for further information.
|
(4)
|
Additions to reserves for doubtful receivables charged to other accounts were classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. These reserves relate to the Company's sale of trade accounts receivable. Anticipated credit losses in the portfolio of receivables sold are used to fair value the Company's interests held in trade accounts receivable conduits. See Notes
12
and
16
to the Consolidated Financial Statements for further information.
|
THE DOW CHEMICAL COMPANY
|
||
|
|
|
By
|
|
/s/ R. C. EDMONDS
|
|
|
R. C. Edmonds, Controller and Vice President of Controllers and Tax
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
By
|
|
/s/ A. BANGA
|
|
By
|
|
/s/ R. J. MILCHOVICH
|
|
|
A. Banga, Director
|
|
|
|
R. J. Milchovich, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/s/ J. K. BARTON
|
|
By
|
|
/s/ R. S. MILLER
|
|
|
J. K. Barton, Director
|
|
|
|
R. S. Miller, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/s/ J. A. BELL
|
|
By
|
|
/s/ P. POLMAN
|
|
|
J. A. Bell, Director
|
|
|
|
P. Polman, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/s/ R. K. DAVIS
|
|
By
|
|
/s/ D. H. REILLEY
|
|
|
R. K. Davis, Director
|
|
|
|
D. H. Reilley, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/s/ R. C. EDMONDS
|
|
By
|
|
/s/ J. M. RINGLER
|
|
|
R. C. Edmonds, Controller and Vice President of Controllers and Tax
|
|
|
|
J. M. Ringler, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
||
|
|
|
|
|
|
|
By
|
|
/s/ J. M. FETTIG
|
|
By
|
|
/s/ R. G. SHAW
|
|
|
J. M. Fettig, Lead Director
|
|
|
|
R. G. Shaw, Director
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ A. N. LIVERIS
|
|
By
|
|
/s/ H. I. UNGERLEIDER
|
|
|
A. N. Liveris, Director, Chief Executive Officer and Chairman of the Board
|
|
|
|
H. I. Ungerleider, Vice Chairman and Chief Financial Officer
|
Date
|
|
February 9, 2017
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ M. LOUGHRIDGE
|
|
|
|
|
|
|
M. Loughridge, Director
|
|
|
|
|
Date
|
|
February 9, 2017
|
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
Trademark Listing
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
2(b)
|
Agreement and Plan of Merger, dated as of July 10, 2008, among The Dow Chemical Company, Ramses Acquisition Corp. and Rohm and Haas Company, incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on July 10, 2008.
|
2(e)
|
Shareholders' Agreement, dated as of October 8, 2011, between Dow Saudi Arabia Holding B.V. and Performance Chemicals Holding Company, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company Current Report on Form 8-K/A filed on June 27, 2012.
|
2(e)(i)
|
First Amendment, effective June 1, 2012, to the Shareholders' Agreement, dated as of October 8, 2011, between Performance Chemicals Holding Company, Dow Saudi Arabia Holding B.V., Saudi Arabian Oil Company, Dow Europe Holding B.V. and The Dow Chemical Company, incorporated by reference to Exhibit 99.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 14, 2013.
|
2(f)
|
Agreement and Plan of Merger, dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and Blue Cube Acquisition Corp., incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on March 27, 2015.
|
2(f)(i)
|
Separation Agreement, dated as of March 26, 2015, between The Dow Chemical Company and Blue Cube Spinco Inc., incorporated by reference to Exhibit 2.2 to The Dow Chemical Company Current Report on Form 8-K filed on March 27, 2015.
|
2(g)
|
Transaction Agreement, dated as of December 10, 2015, among The Dow Chemical Company, Corning Incorporated, Dow Corning Corporation and HS Upstate Inc., incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on December 11, 2015.
|
2(g)(i)
|
Tax Matters Agreement, dated as of December 10, 2015, among The Dow Chemical Company, Corning Incorporated, Dow Corning Corporation and HS Upstate Inc., incorporated by reference to Exhibit 2.2 to The Dow Chemical Company Current Report on Form 8-K filed on December 11, 2015.
|
2(h)
|
Agreement and Plan of Merger, dated as of December 11, 2015, among The Dow Chemical Company, E. I. du Pont de Nemours and Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and Diamond-Orion HoldCo Inc., incorporated by reference to Exhibit 2.1 to The Dow Chemical Company Current Report on Form 8-K filed on December 11, 2015.
|
3(i)
|
The Restated Certificate of Incorporation of The Dow Chemical Company as filed with the Secretary of State, State of Delaware on May 17, 2010, incorporated by reference to Exhibit 3(i) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
|
3(i)(a)
|
Certificate of Designations for the Cumulative Convertible Perpetual Preferred Stock, Series A, as originally filed with the Secretary of State, State of Delaware on March 31, 2009, incorporated by reference to Exhibit 3.1 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009; and as re-filed with the Secretary of State, State of Delaware on May 17, 2010.
|
3(ii)
|
The Bylaws of The Dow Chemical Company, as amended and re-adopted in full on December 15, 2016, effective December 15, 2016, incorporated by reference to Exhibit 3(ii) to The Dow Chemical Company Current Report on Form 8-K filed on December 16, 2016.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
4
|
Indenture, dated as of April 1, 1992, between The Dow Chemical Company and the First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.1 to The Dow Chemical Company's Registration Statement on Form S-3, File No. 333-88617 (the "S-3 Registration Statement")), as amended by the Supplemental Indenture, dated as of January 1, 1994, between The Dow Chemical Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.2 to the S-3 Registration Statement), as amended by the Second Supplemental Indenture, dated as of October 1, 1999, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.3 to the S-3 Registration Statement), as amended by the Third Supplemental Indenture, dated as of May 15, 2001, between The Dow Chemical Company and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.4 to The Dow Chemical Company's Registration Statement on Form S-4, File No. 333-67368); and all other such indentures that define the rights of holders of long-term debt of The Dow Chemical Company and its consolidated subsidiaries as shall be requested to be furnished to the Securities and Exchange Commission pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
|
4(a)
|
Indenture, dated May 1, 2008, between The Dow Chemical Company and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to The Dow Chemical Company's Registration Statement on Form S-3, File No. 333-140859.
|
10(a)
|
The Dow Chemical Company Executives' Supplemental Retirement Plan, as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(a)(i)
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of April 14, 2010, incorporated by reference to Exhibit 10.4 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(a)(ii)
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of July 19, 2013, incorporated by reference to Exhibit 10(a)(ii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2013.
|
10(a)(iii)
|
An Amendment to The Dow Chemical Company Executives' Supplemental Retirement Plan, effective as of January 19, 2017, incorporated by reference to Exhibit 10(a)(iii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2016.
|
10(b)
|
Support Agreement, dated November 20, 2014, by and among The Dow Chemical Company and Third Point LLC, Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P. and Third Point Reinsurance Co., Ltd., incorporated by reference to Exhibit 10.1 to the Dow Chemical Company Current Report on Form 8-K filed on November 21, 2014.
|
10(c)
|
The Dow Chemical Company Voluntary Deferred Compensation Plan for Outside Directors (for deferrals made through December 31, 2004), as amended effective as of July 1, 1994, incorporated by reference to Exhibit 10(f) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 1994, as amended in the manner described in the definitive Proxy Statement for the Annual Meeting of Stockholders of The Dow Chemical Company held on May 14, 1998.
|
10(e)
|
The Dow Chemical Company Dividend Unit Plan, incorporated by reference to Exhibit 10(e) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(f)
|
The Dow Chemical Company 1988 Award and Option Plan, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(f) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(g)
|
Employment Offer Letter for Joe Harlan, President, Performance Materials and Executive Vice President of The Dow Chemical Company, incorporated by reference to Exhibit 10.3 to The Dow Chemical Company Current Report on Form 8-K filed on February 14, 2012.
|
10(h)
|
The Dow Chemical Company 1994 Executive Performance Plan, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(h) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(l)
|
A written description of compensation for Directors of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders of The Dow Chemical Company.
|
10(m)
|
A written description of the manner in which compensation is set for the Executive Officers of The Dow Chemical Company, incorporated by reference to the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders of The Dow Chemical Company.
|
10(o)
|
The template used for The Dow Chemical Company Key Employee Insurance Program (“KEIP”), which provides benefits using insurance policies that replace benefits otherwise payable under The Dow Chemical Company Executives' Supplemental Retirement Plan and Company-Paid Life Insurance Plan, incorporated by reference to Exhibit 10(o) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2002. KEIP is a component of the annual pension benefits listed in and incorporated by reference to the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders of The Dow Chemical Company.
|
10(p)
|
The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(p)(i)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan (for deferrals made through December 31, 2004), effective as of April 14, 2010, incorporated by reference to Exhibit 10.5 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(s)
|
The Summary Plan Description for The Dow Chemical Company Company-Paid Life Insurance Plan, Employee-Paid Life Insurance Plan, and Dependent Life Insurance Plan, amended and restated effective as of January 1, 2014, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on February 13, 2014.
|
10(t)
|
The Summary Plan Description for The Dow Chemical Company Retiree Company-Paid Life Insurance Plan, Retiree Optional Life Insurance Plan, and Retiree Dependent Life Insurance Plan, amended and restated effective as of January 1, 2014, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on February 13, 2014.
|
10(u)
|
Amended and Restated 2003 Non-Employee Directors' Stock Incentive Plan, adopted by the Board of Directors of The Dow Chemical Company on December 10, 2007, incorporated by reference to Exhibit 10(u) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(w)
|
Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 2003 Non-Employee Directors' Stock Incentive Plan, incorporated by reference to Exhibit 10(w) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
10(x)
|
The Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(x) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(y)
|
The Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(y) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(z)
|
The Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2009, incorporated by reference to Exhibit 10(z) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(cc)
|
The Dow Chemical Company Voluntary Deferred Compensation Plan for Non-Employee Directors, effective for deferrals after January 1, 2005, as amended and restated on December 10, 2008, effective as of January 1, 2009, incorporated by reference to Exhibit 10(cc) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(dd)
|
The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, as amended, restated and effective as of April 14, 2010, incorporated by reference to Exhibit 10.3 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(dd)(i)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, effective as of April 14, 2010, incorporated by reference to Exhibit 10.6 to The Dow Chemical Company Current Report on Form 8-K filed on May 3, 2010.
|
10(dd)(ii)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan, effective for deferrals after January 1, 2005, dated December 11, 2014, incorporated by reference to Exhibit 10(dd)(ii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2014.
|
10(dd)(iii)
|
An Amendment to The Dow Chemical Company Elective Deferral Plan (Post 2004), effective as of January 19, 2017, incorporated by reference to Exhibit 10(dd)(iii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2016.
|
10(ii)
|
Employment agreement dated February 14, 2006, between Heinz Haller and The Dow Chemical Company, incorporated by reference to Exhibit 10(ii) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2008.
|
10(jj)
|
Change in Control Executive Severance Agreement - Tier 1, incorporated by reference to Exhibit 10(jj) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
10(kk)
|
Change in Control Executive Severance Agreement - Tier 2, incorporated by reference to Exhibit 10(kk) to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2007.
|
10(nn)
|
Investment Agreement, dated as of October 27, 2008, between The Dow Chemical Company and Berkshire Hathaway Inc., incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on October 27, 2008.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
10(oo)
|
Investment Agreement, dated as of October 27, 2008, between The Dow Chemical Company and The Kuwait Investment Authority, incorporated by reference to Exhibit 10.2 to The Dow Chemical Company Current Report on Form 8-K filed on October 27, 2008.
|
10(ww)
|
The Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.7 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(xx)
|
The Special Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.8 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(yy)
|
The Performance Shares Deferred Stock Units Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.9 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(zz)
|
The Special Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.10 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(aaa)
|
The Stock Appreciation Rights Agreement Relating to a Stock Option Granted Under The Dow Chemical Company 1988 Award and Option Plan, as amended, restated and effective as of January 1, 2010, incorporated by reference to Exhibit 10.11 to The Dow Chemical Company Current Report on Form 8-K filed on February 18, 2010.
|
10(bbb)
|
The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on May 14, 2012.
|
10(ccc)
|
Performance Shares Deferred Stock Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(ccc) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10(ddd)
|
Deferred Stock Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(ddd) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10(eee)
|
Non-Qualified Stock Option Agreement Pursuant to The Dow Chemical Company 2012 Stock Incentive Plan, effective as of May 10, 2012, incorporated by reference to Exhibit 10(eee) to The Dow Chemical Company Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
10(fff)
|
The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan, effective as of May 15, 2014, incorporated by reference to Exhibit 10.1 to The Dow Chemical Company Current Report on Form 8-K filed on May 20, 2014.
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.
|
14
|
Code of Ethics for Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, incorporated by reference to Exhibit 14 to The Dow Chemical Company Annual Report on Form 10-K for the year ended December 31, 2003.
|
21
|
Subsidiaries of The Dow Chemical Company.
|
23(a)
|
Consent of Independent Registered Public Accounting Firm.
|
23(b)
|
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.
|
99.1
|
Guarantee relating to the 6.00% Notes of Rohm and Haas Company, incorporated by reference to Exhibit 99.5 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009.
|
99.2
|
Guarantee relating to the 9.80% Debentures of Rohm and Haas Company, incorporated by reference to Exhibit 99.6 to The Dow Chemical Company Current Report on Form 8-K filed on April 1, 2009.
|
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.
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 10(a)(iii)
|
|
|
|
|
|
1.
|
The following sentence is added at the end of the first paragraph of the
Preambles
:
|
2.
|
Section 1.11(b) (definition of “Compensation”) is amended to state:
|
3.
|
The following new sections are added to Article I, inserted alphabetically, and the other subsections of Article I (and any cross references to them) are revised accordingly:
|
4.
|
The following Sections 2.01(e) and (f) are added to the Plan:
|
e.
|
An Employee of the Rohm and Haas Company or its subsidiaries shall only be eligible to participate in the Plan, however, if his benefit under the Dow Employees’ Pension Plan is determined under the main body of the Dow Employees’ Pension Plan or another part of the Dow Employees’ Pension Plan other than the Rohm and Haas Appendix. An Employee of the Rohm and Haas Company or its subsidiaries whose benefit under the Dow Employees’ Pension Plan is determined under the Rohm and Haas Appendix shall not be eligible to participate in the Plan.
|
f.
|
An Employee of Dow Corning Corporation or its subsidiaries shall only be eligible to participate in the Plan, however, if his benefit under the Dow Employees’ Pension Plan
|
5.
|
The following sentence is added at the end of Section 4.01(b)(v):
|
/s/ BRYAN JENDRETZKE
|
Bryan Jendretzke
|
Global Benefits Director
|
The Dow Chemical Company
|
Reviewed by Plan Administrator:
|
/s/ MARIA CURRERI
|
|
Maria Curreri
|
|
|
Reviewed by Legal Department:
|
/s/ BRITA DE MALIGNON
|
|
Brita de Malignon
|
|
|
|
|
Dated:
January 19, 2017
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 10(dd)(iii)
|
|
|
|
|
|
/s/ BRYAN JENDRETZKE
|
Bryan Jendretzke
|
Global Benefits Director
|
The Dow Chemical Company
|
Reviewed by Plan Administrator:
|
/s/ MARIA CURRERI
|
|
Maria Curreri
|
|
|
Reviewed by Legal Department:
|
/s/ BRITA DE MALIGNON
|
|
Brita de Malignon
|
|
|
|
|
Dated:
January 19, 2017
|
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 12.1
|
|
|
|
|
|
|
|||||||||||||||
|
For the Years Ended December 31
|
||||||||||||||
In millions, except ratios (Unaudited)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|||||
Income Before Income Taxes
|
$
|
4,413
|
|
$
|
9,930
|
|
$
|
5,265
|
|
$
|
6,804
|
|
$
|
1,665
|
|
Add (deduct):
|
|
|
|
|
|
||||||||||
Equity in earnings of nonconsolidated affiliates
|
(442
|
)
|
(674
|
)
|
(835
|
)
|
(1,034
|
)
|
(536
|
)
|
|||||
Distributed income of earnings of
nonconsolidated affiliates
|
685
|
|
816
|
|
961
|
|
905
|
|
823
|
|
|||||
Capitalized interest
|
(243
|
)
|
(218
|
)
|
(125
|
)
|
(78
|
)
|
(84
|
)
|
|||||
Amortization of capitalized interest
|
83
|
|
78
|
|
83
|
|
91
|
|
90
|
|
|||||
Adjusted earnings
|
$
|
4,496
|
|
$
|
9,932
|
|
$
|
5,349
|
|
$
|
6,688
|
|
$
|
1,958
|
|
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt
discount
|
$
|
858
|
|
$
|
946
|
|
$
|
983
|
|
$
|
1,101
|
|
$
|
1,269
|
|
Capitalized interest
|
243
|
|
218
|
|
125
|
|
78
|
|
84
|
|
|||||
Rental expense – interest component
|
161
|
|
167
|
|
134
|
|
122
|
|
120
|
|
|||||
Total fixed charges
|
$
|
1,262
|
|
$
|
1,331
|
|
$
|
1,242
|
|
$
|
1,301
|
|
$
|
1,473
|
|
Earnings available for the payment of
fixed charges
|
$
|
5,758
|
|
$
|
11,263
|
|
$
|
6,591
|
|
$
|
7,989
|
|
$
|
3,431
|
|
Ratio of earnings to fixed charges
|
4.6
|
|
8.5
|
|
5.3
|
|
6.1
|
|
2.3
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings required for combined fixed
charges and preferred stock dividends
(1)
:
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
$
|
340
|
|
$
|
340
|
|
$
|
340
|
|
$
|
340
|
|
$
|
340
|
|
Adjustment to pretax basis (at 35 percent)
|
183
|
|
183
|
|
183
|
|
183
|
|
183
|
|
|||||
Preferred stock dividends - pretax
|
$
|
523
|
|
$
|
523
|
|
$
|
523
|
|
$
|
523
|
|
$
|
523
|
|
Combined fixed charges and preferred stock
dividend requirements
|
$
|
1,785
|
|
$
|
1,854
|
|
$
|
1,765
|
|
$
|
1,824
|
|
$
|
1,996
|
|
Ratio of earnings to combined fixed charges
and preferred stock dividend requirements
|
3.2
|
|
6.1
|
|
3.7
|
|
4.4
|
|
1.7
|
|
(1)
|
On December 30, 2016 ("Conversion Date"), the Company's Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") was converted into shares of the Company's common stock. From and after the Conversion Date, no shares of the Preferred Stock are issued or outstanding and all rights of the holders of the Preferred Stock have terminated.
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
The Dow Chemical Company
|
Delaware
|
||||||||||||||||||
|
AM Robin LLC
|
Delaware
|
|||||||||||||||||
|
Arabian Chemical Company (Latex) Ltd. (1)
|
Saudi Arabia
|
|||||||||||||||||
|
Arabian Chemical Company (Polystyrene) Limited (1)
|
Saudi Arabia
|
|||||||||||||||||
|
Battleground Water Company
|
Texas
|
|||||||||||||||||
|
Centen Ag Inc.
|
Delaware
|
|||||||||||||||||
|
|
Dow AgroSciences LLC
|
Delaware
|
||||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
||||||||||||||||
|
|
Mycogen Corporation
|
California
|
||||||||||||||||
|
Chemars III LLC
|
Delaware
|
|||||||||||||||||
|
Chemtech II L.P.
|
Delaware
|
|||||||||||||||||
|
Clean Filtration Technologies LLC
|
Delaware
|
|||||||||||||||||
|
DCOMCO, Inc.
|
Delaware
|
|||||||||||||||||
|
Denmerco Inc.
|
Delaware
|
|||||||||||||||||
|
Dow Business Services LLC
|
Delaware
|
|||||||||||||||||
|
Dow Chemical (China) Investment Company Limited
|
China
|
|||||||||||||||||
|
|
Dow Chemical (Guangzhou) Company Limited
|
China
|
||||||||||||||||
|
|
Dow Chemical (Shanghai) Company Limited
|
China
|
||||||||||||||||
|
|
Dow Chemical (Sichuan) Co., Ltd.
|
China
|
||||||||||||||||
|
|
Dow Chemical (Zhangjiagang) Company Limited
|
China
|
||||||||||||||||
|
|
Guangdong Zhongshan Amerchol Specialty Chemicals Co., Ltd.
|
China
|
||||||||||||||||
|
|
Zhejiang Pacific Chemical Corporation
|
China
|
||||||||||||||||
|
Dow Chemical (Singapore) Private Limited
|
Singapore
|
|||||||||||||||||
|
|
Dow Chemical (Myanmar) Ltd.
|
Myanmar
|
||||||||||||||||
|
|
Dow Chemical Bangladesh Private Limited
|
Bangladesh
|
||||||||||||||||
|
|
PT Dow Indonesia
|
Indonesia
|
||||||||||||||||
|
Dow Chemical China Holdings Pte. Ltd.
|
Singapore
|
|||||||||||||||||
|
Dow Chemical Delaware Corp.
|
Delaware
|
|||||||||||||||||
|
|
Chemtech II L.P.
|
Delaware
|
||||||||||||||||
|
|
|
Chemtech Portfolio Inc.
|
Texas
|
|||||||||||||||
|
|
|
Chemtech Portfolio II Inc.
|
Michigan
|
|||||||||||||||
|
Dow Chemical International Ltd.
|
Delaware
|
|||||||||||||||||
|
|
Dow Chemical Thailand Ltd.
|
Thailand
|
||||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
||||||||||||||||
|
|
Dow International Holdings S.A.
|
Switzerland
|
||||||||||||||||
|
|
Petroquimica-Dow S.A. (Petrodow)
|
Chile
|
||||||||||||||||
|
Dow Chemical Kuwait B.V.
|
Netherlands
|
|||||||||||||||||
|
Dow Chemical Singapore Holdings Pte. Ltd.
|
Singapore
|
|||||||||||||||||
|
Dow Chemical Taiwan Limited
|
Taiwan
|
|||||||||||||||||
|
Dow Chemical Telecommunications Corp.
|
Delaware
|
|||||||||||||||||
|
Dow Chemical Tianjin Holdings Pte. Ltd.
|
Singapore
|
|||||||||||||||||
|
|
Dow Chemical (Tianjin) Company Limited
|
China
|
||||||||||||||||
|
Dow Corning Corporation
|
Michigan
|
|||||||||||||||||
|
|
Bay Asset Leasing, L.L.C.
|
Delaware
|
||||||||||||||||
|
|
DC Feedstock Financing, LLC
|
Delaware
|
||||||||||||||||
|
|
|
DC Canada Financing ULC
|
Canada
|
|||||||||||||||
|
|
DC HSC Holdings LLC (1)
|
Delaware
|
||||||||||||||||
|
|
DC Global Holdings S.a.r.l
|
Luxembourg
|
||||||||||||||||
|
|
|
DC Finance S.a.r.l.
|
Luxembourg
|
|||||||||||||||
|
|
|
DC Japan Holdings B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Corning Holding Japan Company, Ltd.
|
Japan
|
||||||||||||||
|
|
|
|
|
Dow Corning Toray Co., Ltd
|
Japan
|
|||||||||||||
|
|
|
|
|
|
Site Services Japan, Co., Ltd.
|
Japan
|
||||||||||||
|
|
|
DC Metals Holding B.V.
|
Netherlands
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
Dow Corning Silicio do Brasil Industria e Comercio Ltda.
|
Brazil
|
||||||||||||||
|
|
|
|
|
Palmyra Recursos Naturais Exploracao e Comercio
|
Brazil
|
|||||||||||||
|
|
|
DC MIT Holdings B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Corning Australia Pty. Ltd.
|
Australia
|
||||||||||||||
|
|
|
|
|
Dow Corning (Thailand) Limited
|
Thailand
|
|||||||||||||
|
|
|
|
Dow Corning de Argentina S.R.L.
|
Argentina
|
||||||||||||||
|
|
|
|
Dow Corning de Mexico S.A. de C.V.
|
Mexico
|
||||||||||||||
|
|
|
|
Dow Corning Kimya Sanayi Ve Ticaret Limited Sirketi
|
Turkey
|
||||||||||||||
|
|
|
DC Netherlands Holding B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Corning United Kingdom Holding Company, L.L.C.
|
Delaware
|
||||||||||||||
|
|
|
|
|
Dow Corning Limited
|
United Kingdom
|
|||||||||||||
|
|
|
Dow Corning Canada Inc.
|
Canada
|
|||||||||||||||
|
|
|
|
Dow Corning de Argentina S.R.L.
|
Argentina
|
||||||||||||||
|
|
|
|
Dow Corning de Mexico S.A. de C.V.
|
Mexico
|
||||||||||||||
|
|
|
|
Dow Corning do Brasil, Limitada
|
Brazil
|
||||||||||||||
|
|
|
|
Dow Corning Silicio do Brasil Industria e Comercio Ltda.
|
Brazil
|
||||||||||||||
|
|
|
Dow Corning do Brasil, Limitada
|
Brazil
|
|||||||||||||||
|
|
|
|
Dow Corning de Colombia Ltda.
|
Columbia
|
||||||||||||||
|
|
|
|
Palmyra Recursos Naturais Exploracao e Comercio
|
Brazil
|
||||||||||||||
|
|
|
Dow Corning Europe S.A.
|
Belgium
|
|||||||||||||||
|
|
|
Dow Corning France S.A.S.
|
France
|
|||||||||||||||
|
|
|
|
Multibase S.A.
|
France
|
||||||||||||||
|
|
|
|
|
Multibase India Limited
|
India
|
|||||||||||||
|
|
|
|
|
Multibase, Inc.
|
Delaware
|
|||||||||||||
|
|
|
Dow Corning Korea Holdings, B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Corning Korea, Ltd.
|
Korea
|
||||||||||||||
|
|
|
|
Dow Corning Taiwan Inc.
|
Taiwan
|
||||||||||||||
|
|
|
Dow Corning Luxembourg Holdings S.a.r.l.
|
Luxembourg
|
|||||||||||||||
|
|
|
|
Dow Corning GmbH
|
Germany
|
||||||||||||||
|
|
|
|
|
Dow Corning Limited Liability Company
|
Russia
|
|||||||||||||
|
|
|
Dow Corning S.r.l.
|
Italy
|
|||||||||||||||
|
|
|
|
Dow Corning Europe S.A.
|
Belgium
|
||||||||||||||
|
|
|
Dow Corning Siloxane (Zhangjiagang) Holding Co. Private Ltd.
|
Singapore
|
|||||||||||||||
|
|
|
|
Dow Corning (Zhangjiagang) Co., Ltd.
|
China
|
||||||||||||||
|
|
|
Dow Corning Singapore Pte. Ltd.
|
Singapore
|
|||||||||||||||
|
|
|
|
Dow Corning (China) Holding Company Ltd.
|
China
|
||||||||||||||
|
|
|
|
Dow Corning (Thailand) Limited
|
Thailand
|
||||||||||||||
|
|
|
|
Dow Corning (Shanghai) Co., Ltd.
|
China
|
||||||||||||||
|
|
|
Dow Corning Silicones Malaysia SDN. BHD.
|
Malaysia
|
|||||||||||||||
|
|
DCC Litigation Facility, Inc.
|
Delaware
|
||||||||||||||||
|
|
Devonshire Underwriters Ltd.
|
District of Columbia
|
||||||||||||||||
|
|
Dow Corning (Thailand) Limited
|
Thailand
|
||||||||||||||||
|
|
Dow Corning (Zhangjiagang) Holding Company Limited
|
China
|
||||||||||||||||
|
|
Dow Corning Alabama, Inc.
|
Delaware
|
||||||||||||||||
|
|
Dow Corning China Limited
|
China
|
||||||||||||||||
|
|
Dow Corning de Colombia Ltda.
|
Columbia
|
||||||||||||||||
|
|
Dow Corning Enterprises, LLC
|
Delaware
|
||||||||||||||||
|
|
|
Dow Corning (Shanghai) Management Company Limited
|
China
|
|||||||||||||||
|
|
|
Dow Corning (Zhangjiagang) Silicone Co. Ltd.
|
China
|
|||||||||||||||
|
|
|
Dow Corning India Private Limited
|
India
|
|||||||||||||||
|
|
|
Dow Corning Ireland Limited
|
Ireland
|
|||||||||||||||
|
|
|
Dow Corning Polska Sp. z o.o.
|
Poland
|
|||||||||||||||
|
|
|
Dow Corning Titrisation
|
France
|
|||||||||||||||
|
|
|
Multibase, Inc.
|
Delaware
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
Dow Corning GmbH
|
Germany
|
||||||||||||||||
|
|
Dow Corning Iberica S.A.
|
Spain
|
||||||||||||||||
|
|
Dow Corning New Zealand Limited
|
New Zealand
|
||||||||||||||||
|
|
Dow Corning STI, Inc.
|
Delaware
|
||||||||||||||||
|
|
|
Dow Corning Kimya Sanayi Ve Ticaret Limited Sirketi
|
Turkey
|
|||||||||||||||
|
|
|
Dow Corning Titrisation
|
France
|
|||||||||||||||
|
|
|
Hemlock Semiconductor, L.L.C. (1)
|
Delaware
|
|||||||||||||||
|
|
Hemlock Semiconductor, L.L.C. (1)
|
Delaware
|
||||||||||||||||
|
|
Valley Asset Funding, LLC
|
Delaware
|
||||||||||||||||
|
|
Valley Asset Leasing, LLC
|
Delaware
|
||||||||||||||||
|
Dow Deutschland Inc.
|
Delaware
|
|||||||||||||||||
|
|
Dow Chemical Inter-American Limited
|
Delaware
|
||||||||||||||||
|
|
|
Dow Quimica de Colombia S.A.
|
Colombia
|
|||||||||||||||
|
Dow Engineering Company
|
Delaware
|
|||||||||||||||||
|
|
Dow Engineering, Inc.
|
Michigan
|
||||||||||||||||
|
Dow Financial Services Inc.
|
Delaware
|
|||||||||||||||||
|
Dow Global Technologies LLC
|
Delaware
|
|||||||||||||||||
|
|
Chemtech Portfolio Inc.
|
Texas
|
||||||||||||||||
|
|
|
Stonehenge Community Development XVII, LLC
|
Delaware
|
|||||||||||||||
|
|
Dow Technology Investments LLC
|
Delaware
|
||||||||||||||||
|
Dow Hydrocarbons and Resources LLC
|
Delaware
|
|||||||||||||||||
|
|
Cayuse Pipeline, Inc.
|
Texas
|
||||||||||||||||
|
|
Dow Intrastate Gas Company
|
Louisiana
|
||||||||||||||||
|
|
Dow Pipeline Company
|
Texas
|
||||||||||||||||
|
|
K/D/S Promix, LLC (1)
|
Texas
|
||||||||||||||||
|
|
Midland Pipeline Corp.
|
Delaware
|
||||||||||||||||
|
|
|
Fort Saskatchewan Ethylene Storage Corporation (1)
|
Canada
|
|||||||||||||||
|
|
|
|
Fort Saskatchewan Ethylene Storage Limited Partnership
|
Canada
|
||||||||||||||
|
Dow Internacional Mexicana S.A. de C.V.
|
Mexico
|
|||||||||||||||||
|
Dow International Financial Services
|
Ireland
|
|||||||||||||||||
|
|
Dow Capital Public Limited Company
|
Ireland
|
||||||||||||||||
|
Dow International Holdings Company
|
Delaware
|
|||||||||||||||||
|
|
Dow Netherlands Holdings LLC
|
Delaware
|
||||||||||||||||
|
|
|
DC Spectrum Holding C.V.
|
Netherlands
|
|||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
||||||||||||||||
|
Dow International Technology Corporation
|
Delaware
|
|||||||||||||||||
|
Dow Kakoh Kabushiki Kaisha
|
Japan
|
|||||||||||||||||
|
Dow Luxembourg Galaxy Holding S.a.r.l.
|
Luxembourg
|
|||||||||||||||||
|
Dow Luxembourg Spectrum Holding S.a.r.l.
|
Luxembourg
|
|||||||||||||||||
|
Dow Olefinverbund GmbH
|
Germany
|
|||||||||||||||||
|
Dow Peru S.A.
|
Peru
|
|||||||||||||||||
|
Dow Quimica Argentina S.R.L.
|
Argentina
|
|||||||||||||||||
|
Dow Quimica Chilena S.A.
|
Chile
|
|||||||||||||||||
|
Dow Quimica de Colombia S.A.
|
Colombia
|
|||||||||||||||||
|
Dow Quimica Mexicana S.A. de C.V.
|
Mexico
|
|||||||||||||||||
|
Dow Roofing Systems LLC
|
Delaware
|
|||||||||||||||||
|
Dow South Africa Holdings (Pty) Ltd.
|
South Africa
|
|||||||||||||||||
|
|
Sentrachem Limited
|
South Africa
|
||||||||||||||||
|
|
|
Cisvaal (Proprietary) Limited
|
South Africa
|
|||||||||||||||
|
|
|
Minchem International Inc.
|
Panama
|
|||||||||||||||
|
Dow Switzerland Holding GmbH
|
Switzerland
|
|||||||||||||||||
|
|
DC Spectrum Holding C.V.
|
Netherlands
|
||||||||||||||||
|
|
|
Coöperatieve DC Prisma Holding U.A.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Dutch Holding B.V.
|
Netherlands
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
DC Galaxy Holding C.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
|
Dow International Holdings S.A.
|
Switzerland
|
||||||||||||
|
|
|
|
|
Dow International Holdings S.A.
|
Switzerland
|
|||||||||||||
|
|
|
|
|
|
DC Galaxy Holding C.V.
|
Netherlands
|
||||||||||||
|
|
|
|
|
|
|
Dow Europe Holding B.V.
|
Netherlands
|
|||||||||||
|
|
|
|
|
|
|
|
BASF DOW HPPO B.V. (1)
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
BASF DOW HPPO Technology B.V. (1)
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
DoNedPa B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Dow Austria Gesellschaft m.b.H.
|
Austria
|
||||||||||
|
|
|
|
|
|
|
|
Dow Belgium B.V.B.A.
|
Belgium
|
||||||||||
|
|
|
|
|
|
|
|
Dow Benelux B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Netwerk B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Polyol Belgium B.V.B.A.
|
Belgium
|
|||||||||
|
|
|
|
|
|
|
|
|
Valuepark Terneuzen Beheer B.V. (1)
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Valuepark Terneuzen C.V. (1)
|
Netherlands
|
||||||||
|
|
|
|
|
|
|
|
Dow Beteiligungsgesellschaft mbH & Co. KG
|
Germany
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Olefinverbund GmbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical Company Limited
|
United Kingdom
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical Services UK Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Services Trustees UK Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Trent Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Dow UK Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
Hyperlast Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas (Scotland) Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical East Africa Limited
|
Kenya
|
||||||||||
|
|
|
|
|
|
|
|
Dow Chemical Iberica S.L.
|
Spain
|
||||||||||
|
|
|
|
|
|
|
|
|
Terminal de Atraque de Productos Petroquimicos, A.I.E. (1)
|
Spain
|
|||||||||
|
|
|
|
|
|
|
|
|
Transformadora de Etileno A.I.E. (1)
|
Spain
|
|||||||||
|
|
|
|
|
|
|
|
Dow Chemical Korea Limited
|
Korea
|
||||||||||
|
|
|
|
|
|
|
|
Dow Chemical OOO
|
Russia
|
||||||||||
|
|
|
|
|
|
|
|
Dow Chemical Romania S.R.L.
|
Romania
|
||||||||||
|
|
|
|
|
|
|
|
Dow Chemical West Africa Limited
|
Ghana
|
||||||||||
|
|
|
|
|
|
|
|
Dow Deutschland Verwaltungs Vertriebs GmbH
|
Germany
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Produktions und Vertriebs GmbH & Co. OHG
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Stade Produktions GmbH & Co. OHG
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
Dow Europe GmbH
|
Switzerland
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical IMEA GmbH
|
Switzerland
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Egypt Services Limited
|
Egypt
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow International Finance S.a.r.l.
|
Luxembourg
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
|||||||||
|
|
|
|
|
|
|
|
Dow Hellas A.E.
|
Greece
|
||||||||||
|
|
|
|
|
|
|
|
Dow Hungary Kft.
|
Hungary
|
||||||||||
|
|
|
|
|
|
|
|
Dow Industrial Chemical Products Nigeria Limited
|
Nigeria
|
||||||||||
|
|
|
|
|
|
|
|
Dow InterBranch B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
Business Process Service Center Terneuzen B.V.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Chemical East Africa Limited
|
Kenya
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Danmark A/S
|
Denmark
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Industrial Chemical Products Nigeria Limited
|
Nigeria
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Norge A/S
|
Norway
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Saudi Arabia Company
|
Saudi Arabia
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Specialties Limited
|
Saudi Arabia
|
|||||||||
|
|
|
|
|
|
|
|
|
PT Rohm and Haas Indonesia
|
Indonesia
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas International SNC
|
France
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Latinoamerica, S. de R.L. de C.V.
|
Mexico
|
|||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Mexico, S. de R.L. de C.V.
|
Mexico
|
|||||||||
|
|
|
|
|
|
|
|
|
Santa Vitoria Acucar e Alcool Ltda.
|
Brazil
|
|||||||||
|
|
|
|
|
|
|
|
Dow Italia s.r.l.
|
Italy
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow AgroSciences Italia s.r.l.
|
Italy
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Italia Divisione Commerciale s.r.l.
|
Italy
|
|||||||||
|
|
|
|
|
|
|
|
Dow Mideast Systems S.A.E. (JSC)
|
Egypt
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Egypt Services Limited
|
Egypt
|
|||||||||
|
|
|
|
|
|
|
|
Dow Narmer Holding B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas (UK) Holdings Ltd.
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Morton International Limited
|
United Kingdom
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas UK Investment Ltd.
|
United Kingdom
|
|||||||
|
|
|
|
|
|
|
|
Dow Olefinverbund GmbH
|
Germany
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow AgroSciences GmbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Deutschland Anlagengesellschaft mbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow MF Verwaltungs GmbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Dow Produktions und Vertriebs GmbH & Co. OHG
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
|
Dow Stade Produktions GmbH & Co. OHG
|
Germany
|
||||||||
|
|
|
|
|
|
|
|
|
Dow Pipeline Gesellschaft mbH & Co. KG
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
|
Dow Pipeline Verwaltungsgesellschaft mbH
|
Germany
|
|||||||||
|
|
|
|
|
|
|
|
Dow Polska Sp.z.o.o.
|
Poland
|
||||||||||
|
|
|
|
|
|
|
|
Dow Portugal Produtos Quimicos, Unipessoal, Lda.
|
Portugal
|
||||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Company
|
Saudi Arabia
|
||||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Holding B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Investment B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Dow Saudi Arabia Product Marketing B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Dow Southern Africa (Pty) Ltd
|
South Africa
|
||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas South Africa (PTY) Limited
|
South Africa
|
|||||||||
|
|
|
|
|
|
|
|
Dow Specialties Limited
|
Saudi Arabia
|
||||||||||
|
|
|
|
|
|
|
|
Dow Suomi OY
|
Finland
|
||||||||||
|
|
|
|
|
|
|
|
Dow Sverige AB
|
Sweden
|
||||||||||
|
|
|
|
|
|
|
|
Dow Turkiye Kimya Sanayi ve Ticaret Limited Sirketi
|
Turkey
|
||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimya Sanayi Limited Sirketi
|
Turkey
|
|||||||||
|
|
|
|
|
|
|
|
DowAksa Advanced Composites Holdings B.V. (1)
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Finndisp Ltd.
|
Russia
|
||||||||||
|
|
|
|
|
|
|
|
HPPO Holding & Finance C.V. (1)
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
MTP HPJV C.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
MTP HPJV Management B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
Polyol Belgium B.V.B.A.
|
Belgium
|
||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas (UK) Limited
|
United Kingdom
|
||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Denmark Bermuda GP ApS
|
Denmark
|
||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Denmark Holding Company ApS
|
Denmark
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Espana Production Holding, S.L.
|
Spain
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Espana, S.L.
|
Spain
|
|||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Europe Services ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Europe Trading ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Italia S.r.l.
|
Italy
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Kimyasal Urunler Uretim Dagitim ve Ticaret A.S.
|
Turkey
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas International SNC
|
France
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Dow France S.A.S.
|
France
|
|||||||
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Europe Ltd.
|
United Kingdom
|
||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Nederland B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
RUS Polyurethanes Holding B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow Izolan OOO
|
Russia
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Dow Izolan Ukraine LLC
|
Ukraine
|
|||||||||
|
|
|
|
|
|
|
|
Specialty Electronic Materials Netherlands B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
DSP S.A.S.
|
Netherlands
|
|||||||||
|
|
|
|
|
|
|
|
|
Specialty Electronic Materials Switzerland GmbH
|
Switzerland
|
|||||||||
|
|
|
|
|
|
|
|
|
Specialty Electronic Materials UK Limited
|
United Kingdom
|
|||||||||
|
|
|
|
|
|
|
|
UC Investment B.V.
|
Netherlands
|
||||||||||
|
|
|
|
|
|
|
|
|
EQUATE Marketing Company E.C. (1)
|
Bahrain
|
|||||||||
|
|
|
|
|
Rofan Automation and Information Systems B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
Terneuzen Partnership Services B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
|
Valuepark Terneuzen C.V. (1)
|
Netherlands
|
||||||||||||
|
|
|
Dow Netherlands Investments LLC
|
Delaware
|
|||||||||||||||
|
|
|
|
Coöperatieve DC Prisma Holding U.A.
|
Netherlands
|
||||||||||||||
|
Dow Venezuela, C.A.
|
Venezuela
|
|||||||||||||||||
|
Dow Verwaltungsgesellschaft mbH
|
Germany
|
|||||||||||||||||
|
DowDuPont Inc. (1)
|
Delaware
|
|||||||||||||||||
|
Essex Chemical Corporation
|
New Jersey
|
|||||||||||||||||
|
Essex Specialty Products LLC
|
New Jersey
|
|||||||||||||||||
|
|
American Mortell Corporation
|
Texas
|
||||||||||||||||
|
|
|
Mortell Company
|
Delaware
|
|||||||||||||||
|
|
Dow Chemical (Wuhan) Company Limited
|
China
|
||||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
||||||||||||||||
|
|
GWN Holding, Inc.
|
Delaware
|
||||||||||||||||
|
FilmTec Corporation
|
Delaware
|
|||||||||||||||||
|
|
OMEX Overseas Holdings Inc.
|
Virgin Islands
|
||||||||||||||||
|
|
|
Zhejiang OMEX Environmental Engineering Co., Ltd.
|
China
|
|||||||||||||||
|
Flexible Products Company
|
Georgia
|
|||||||||||||||||
|
Forbanco Inc.
|
Delaware
|
|||||||||||||||||
|
General Latex and Chemical Corporation
|
Massachusetts
|
|||||||||||||||||
|
GNS Enterprises, LLC
|
Georgia
|
|||||||||||||||||
|
GNS Technologies, LLC
|
Georgia
|
|||||||||||||||||
|
Great Western Pipeline Company, Inc.
|
California
|
|||||||||||||||||
|
GWN Holding, Inc.
|
Delaware
|
|||||||||||||||||
|
|
Dow Chemical Pacific (Singapore) Private Limited
|
Singapore
|
||||||||||||||||
|
|
|
DoCanPa B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Rohm and Haas Canada Investments ULC
|
Canada
|
||||||||||||||
|
|
|
|
|
3229809 Nova Scotia Company
|
Canada
|
|||||||||||||
|
|
|
|
|
|
Dow Investment Argentina S.R.L.
|
Argentina
|
||||||||||||
|
|
|
|
|
|
|
PBBPolisur S.R.L.
|
Argentina
|
|||||||||||
|
|
|
|
|
|
PBBPolisur S.R.L.
|
Argentina
|
||||||||||||
|
|
|
|
|
|
Rohm and Haas Canada LP
|
Canada
|
||||||||||||
|
|
|
|
|
Dow Investment Argentina S.R.L.
|
Argentina
|
|||||||||||||
|
|
|
|
|
Rohm and Haas Canada LP
|
Canada
|
|||||||||||||
|
|
|
|
|
|
Dow Chemical Canada ULC
|
Canada
|
||||||||||||
|
|
|
|
|
|
|
3294027 Nova Scotia Limited
|
Canada
|
|||||||||||
|
|
|
|
|
|
|
Fort Saskatchewan Ethylene Storage Limited Partnership
|
Canada
|
|||||||||||
|
|
|
|
|
|
|
Pétromont and Company, Limited Partnership (1)
|
Canada
|
|||||||||||
|
|
|
|
|
|
|
Pétromont Inc. (1)
|
Canada
|
|||||||||||
|
|
|
|
|
SD Group Service Company Limited (1)
|
Thailand
|
|||||||||||||
|
|
|
|
|
|
Siam Polyethylene Company Limited (1)
|
Thailand
|
||||||||||||
|
|
|
|
|
Siam Polyethylene Company Limited (1)
|
Thailand
|
|||||||||||||
|
|
|
Dow Chemical (Malaysia) Sdn. Bhd.
|
Malaysia
|
|||||||||||||||
|
|
|
Dow Chemical (Myanmar) Ltd.
|
Myanmar
|
|||||||||||||||
|
|
|
Dow Chemical Bangladesh Private Limited
|
Bangladesh
|
|||||||||||||||
|
|
|
Dow Chemical International Private Limited
|
India
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
Dow Chemical Pacific Limited
|
Hong Kong
|
|||||||||||||||
|
|
|
Dow Chemical Vietnam Limited Liability Company
|
Vietnam
|
|||||||||||||||
|
|
|
Dow Netherlands Holding 1 B.V.
|
Netherlands
|
|||||||||||||||
|
|
|
|
Dow Brasil Industria e Comercio de Produtos Quimicos Ltda.
|
Brazil
|
||||||||||||||
|
|
|
|
|
Dow Brasil Sudeste Industrial Ltda.
|
Brazil
|
|||||||||||||
|
|
|
|
|
|
Dow Especialidades Quimicas Ltda.
|
Brazil
|
||||||||||||
|
|
|
|
|
Dow Especialidades Quimicas Ltda.
|
Brazil
|
|||||||||||||
|
|
|
|
|
|
Dow Brasil Sudeste Industrial Ltda.
|
Brazil
|
||||||||||||
|
|
|
PT Dow Indonesia
|
Indonesia
|
|||||||||||||||
|
|
|
Voltas Water Solutions Private Limited (1)
|
India
|
|||||||||||||||
|
Ifco Inc.
|
Delaware
|
|||||||||||||||||
|
|
Chemtech II L.P.
|
Delaware
|
||||||||||||||||
|
Liana Limited
|
Delaware
|
|||||||||||||||||
|
|
Dorinco Reinsurance Company
|
Michigan
|
||||||||||||||||
|
|
Dorintal Reinsurance Limited
|
Vermont
|
||||||||||||||||
|
NuvoSun, Inc.
|
California
|
|||||||||||||||||
|
|
NuvoSun (Shanghai) Co. Ltd.
|
China
|
||||||||||||||||
|
Photon Systems LLC
|
Delaware
|
|||||||||||||||||
|
Rofan Services Inc.
|
Delaware
|
|||||||||||||||||
|
|
Dow AgroSciences LLC
|
Delaware
|
||||||||||||||||
|
|
DowBrands Inc.
|
Delaware
|
||||||||||||||||
|
|
H Hotel Holding LLC
|
Delaware
|
||||||||||||||||
|
|
|
MVCC Limited Partnership
|
Delaware
|
|||||||||||||||
|
|
MVCC Limited Partnership
|
Delaware
|
||||||||||||||||
|
|
Mycogen Corporation
|
California
|
||||||||||||||||
|
|
|
Dow AgroSciences LLC
|
Delaware
|
|||||||||||||||
|
|
|
|
DAS Agricultural Investment Holding Company Ltd.
|
Mauritius
|
||||||||||||||
|
|
|
|
|
Dow AgroSciences (China) Company Limited
|
China
|
|||||||||||||
|
|
|
|
Dintec Agrichemicals LLC (1)
|
Delaware
|
||||||||||||||
|
|
|
|
Dow AgroSciences Agricultural Products Limited
|
Mauritius
|
||||||||||||||
|
|
|
|
|
Dow AgroSciences Singapore Pte. Ltd.
|
Singapore
|
|||||||||||||
|
|
|
|
|
|
Dow AgroSciences India Pvt. Ltd.
|
India
|
||||||||||||
|
|
|
|
|
|
PT Dow AgroSciences Commerce Indonesia
|
Indonesia
|
||||||||||||
|
|
|
|
|
|
PT Dow AgroSciences Indonesia
|
Indonesia
|
||||||||||||
|
|
|
|
Dow AgroSciences B.V.
|
Netherlands
|
||||||||||||||
|
|
|
|
|
Ambito DAS S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
Cal/West Seeds S.R.L.
|
Argentina
|
|||||||||||||
|
|
|
|
|
ChacoDAS S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
DasAgro Uruguay S.A.
|
Uruguay
|
|||||||||||||
|
|
|
|
|
Daser Agro S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
Desab S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences (Jiangsu) Co., Ltd.
|
China
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences A.S.
|
Turkey
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Asia Sdn. Bhd.
|
Malaysia
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Australia Limited
|
Australia
|
|||||||||||||
|
|
|
|
|
|
Advantage Wheats Pty Ltd
|
Australia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Canada Inc.
|
Canada
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Chile S.A.
|
Chile
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Costa Rica S.A.
|
Costa Rica
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Danmark A/S
|
Denmark
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences de Colombia S.A.
|
Colombia
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences de Mexico S.A. de C.V.
|
Mexico
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Export S.A.S.
|
France
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
Dow AgroSciences Finance Company B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
|
DDP Agro US Holding LLC
|
Delaware
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Guatemala S.A.
|
Guatemala
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Iberica S.A.
|
Spain
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Limited
|
United Kingdom
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Lithuania UAB
|
Lithuania
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences (Malaysia) Sdn Bhd
|
Malaysia
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences (NZ) Limited
|
New Zealand
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences OOO
|
Russia
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Pacific Limited
|
Hong Kong
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Paraguay S.A.
|
Paraguay
|
|||||||||||||
|
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Polska Sp. z o.o.
|
Poland
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences S.A.S.
|
France
|
|||||||||||||
|
|
|
|
|
|
Dow AgroSciences Distribution S.A.S.
|
France
|
||||||||||||
|
|
|
|
|
Dow AgroSciences s.r.o.
|
Czech Republic
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Sverige A/B
|
Sweden
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Taiwan Ltd.
|
Taiwan
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Technology GmbH
|
Switzerland
|
|||||||||||||
|
|
|
|
|
|
DDP Agro Switzerland Holding GmbH
|
Switzerland
|
||||||||||||
|
|
|
|
|
|
|
DDP AgroSciences Switzerland GmbH
|
Switzerland
|
|||||||||||
|
|
|
|
|
|
|
|
Dow AgroSciences Argentina S.R.L.
|
Argentina
|
||||||||||
|
|
|
|
|
|
|
Dow AgroSciences Switzerland S.A.
|
Switzerland
|
|||||||||||
|
|
|
|
|
|
|
Dow AgroSciences Argentina S.R.L.
|
Argentina
|
|||||||||||
|
|
|
|
|
|
|
|
DasAgro Uruguay S.A.
|
Uruguay
|
||||||||||
|
|
|
|
|
|
|
|
Dow AgroSciences Bolivia S.A.
|
Bolivia
|
||||||||||
|
|
|
|
|
|
|
|
Dow AgroSciences Paraguay S.A.
|
Paraguay
|
||||||||||
|
|
|
|
|
|
Dow AgroSciences Switzerland S.A.
|
Switzerland
|
||||||||||||
|
|
|
|
|
|
|
DDP Agro Netherlands Holding B.V.
|
Netherlands
|
|||||||||||
|
|
|
|
|
|
|
|
Coodetec Desenvolvimento, Producao e Comercializacao Agricola Ltda.
|
Brazil
|
||||||||||
|
|
|
|
|
|
|
|
Dow AgroSciences Industrial Ltda.
|
Brazil
|
||||||||||
|
|
|
|
|
|
|
|
|
Dow AgroSciences Sementes & Biotecnologia Brasil Ltda.
|
Brazil
|
|||||||||
|
|
|
|
|
|
|
|
|
|
Nexsem Sementes Ltda. (1)
|
Brazil
|
||||||||
|
|
|
|
|
|
|
Dow AgroSciences Hungary Kft.
|
Hungary
|
|||||||||||
|
|
|
|
|
|
Dow AgroSciences Ukraine LLC
|
Ukraine
|
||||||||||||
|
|
|
|
|
Dow AgroSciences Ukraine LLC
|
Ukraine
|
|||||||||||||
|
|
|
|
|
Dow AgroSciences Vertriebsgesellschaft m.b.H.
|
Austria
|
|||||||||||||
|
|
|
|
|
Dow Chemical Japan Limited
|
Japan
|
|||||||||||||
|
|
|
|
|
Dow Venezuela, C.A.
|
Venezuela
|
|||||||||||||
|
|
|
|
|
Fedea S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
PT Dow AgroSciences Indonesia
|
Indonesia
|
|||||||||||||
|
|
|
|
|
|
PT Dow AgroSciences Commerce Indonesia
|
Indonesia
|
||||||||||||
|
|
|
|
|
Rindes y Cultivos DAS S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
SUMIDAS JV S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
Terramar JV S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
|
Ubajay DAS S.A. (1)
|
Argentina
|
|||||||||||||
|
|
|
|
Dow AgroSciences China Ltd.
|
Delaware
|
||||||||||||||
|
|
|
|
Dow AgroSciences India Pvt. Ltd.
|
India
|
||||||||||||||
|
|
|
|
Dow AgroSciences International Ltd.
|
Delaware
|
||||||||||||||
|
|
|
|
|
Dow AgroSciences (Thailand) Limited
|
Thailand
|
|||||||||||||
|
|
|
|
Dow AgroSciences Southern Africa (Proprietary) Limited
|
South Africa
|
||||||||||||||
|
|
|
|
|
Sanachem Zimbabwe (Pvt) Ltd.
|
Zimbabwe
|
|||||||||||||
|
|
|
|
Dow Chemical Pacific (Singapore) Private Limited
|
Singapore
|
||||||||||||||
|
|
|
DowBrands Inc.
|
Delaware
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
Mycogen Plant Science, Inc.
|
Delaware
|
|||||||||||||||
|
|
|
|
Agrigenetics, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
|
Agrigenetics Molokai LLC
|
Hawaii
|
|||||||||||||
|
|
|
|
|
Alforex Seeds LLC
|
Delaware
|
|||||||||||||
|
|
|
|
|
Brodbeck Seeds LLC
|
Delaware
|
|||||||||||||
|
|
|
|
|
Cal/West Seeds S.R.L.
|
Argentina
|
|||||||||||||
|
|
|
|
|
Dairyland Seed Co., Inc.
|
Wisconsin
|
|||||||||||||
|
|
|
|
|
Mycogen Seeds-Puerto Rico Corporation
|
Delaware
|
|||||||||||||
|
|
|
|
|
Pfister Seeds LLC
|
Delaware
|
|||||||||||||
|
|
|
|
|
Prairie Brand Seeds LLC
|
Delaware
|
|||||||||||||
|
|
|
|
|
Texas Triumph Seed Co., Inc.
|
Texas
|
|||||||||||||
|
|
|
Phytogen Seed Company, LLC
|
Delaware
|
|||||||||||||||
|
Rohm and Haas Company
|
Delaware
|
|||||||||||||||||
|
|
Charles Lennig & Company LLC
|
Delaware
|
||||||||||||||||
|
|
|
Rohm and Haas Australia Pty. Ltd.
|
Australia
|
|||||||||||||||
|
|
|
Rohm and Haas Chile Limitada
|
Chile
|
|||||||||||||||
|
|
|
Rohm and Haas Colombia Ltda
|
Colombia
|
|||||||||||||||
|
|
Rohm and Haas Argentina S.R.L.
|
Argentina
|
||||||||||||||||
|
|
Rohm and Haas Australia Pty. Ltd.
|
Australia
|
||||||||||||||||
|
|
Rohm and Haas Chemicals LLC
|
Delaware
|
||||||||||||||||
|
|
|
CVD Incorporated
|
Delaware
|
|||||||||||||||
|
|
|
Morton Intermediate Company
|
Delaware
|
|||||||||||||||
|
|
|
|
Rohm and Haas Electronic Materials Taiwan Ltd.
|
Taiwan
|
||||||||||||||
|
|
|
Morton International Co., Ltd.
|
Japan
|
|||||||||||||||
|
|
|
Morton International, LLC
|
Indiana
|
|||||||||||||||
|
|
|
Morton International Productos Quimicos Ltda.
|
Brazil
|
|||||||||||||||
|
|
|
Rohm and Haas Capital Corporation
|
Delaware
|
|||||||||||||||
|
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
|||||||||||||||
|
|
|
|
GWN Holding, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
ROH Venture GmbH
|
Germany
|
||||||||||||||
|
|
|
|
|
StoHaas Management GmbH (1)
|
Germany
|
|||||||||||||
|
|
|
|
|
StoHaas Monomer GmbH & Co. KG (1)
|
Germany
|
|||||||||||||
|
|
|
|
Rohm and Haas (Far East) Limited
|
Hong Kong
|
||||||||||||||
|
|
|
|
Rohm and Haas Chemical (Thailand) Limited
|
Thailand
|
||||||||||||||
|
|
|
|
Rohm and Haas China, Inc.
|
Delaware
|
||||||||||||||
|
|
|
|
|
Beijing Eastern Rohm and Haas Company Limited
|
China
|
|||||||||||||
|
|
|
|
|
Rohm and Haas International Trading (Shanghai) Co. Ltd.
|
China
|
|||||||||||||
|
|
|
|
|
Shanghai Eastern Rohm and Haas Co., Ltd.
|
China
|
|||||||||||||
|
|
|
|
Rohm and Haas European Holding ApS
|
Denmark
|
||||||||||||||
|
|
|
|
|
Rohm and Haas Denmark A/S
|
Denmark
|
|||||||||||||
|
|
|
|
|
|
Rohm and Haas Denmark Finance A/S
|
Denmark
|
||||||||||||
|
|
|
|
|
|
|
Dow Chemical International Private Limited
|
India
|
|||||||||||
|
|
|
|
|
|
|
PT Rohm and Haas Indonesia
|
Indonesia
|
|||||||||||
|
|
|
|
|
|
|
RH DK ChemiHaas Holding ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
RH DK Korea FPD Holdings ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
SKC Haas Display Films Co., Ltd.
|
Korea
|
||||||||||
|
|
|
|
|
|
|
|
|
SKC Haas Display Films (USA) LLC
|
Delaware
|
|||||||||
|
|
|
|
|
|
|
|
|
SKC Haas Display Films Japan K.K.
|
Japan
|
|||||||||
|
|
|
|
|
|
|
|
|
SKC Haas Display Films Taiwan Ltd.
|
Taiwan
|
|||||||||
|
|
|
|
|
|
|
|
|
SKC Haas Polska Sp. z o.o.
|
Poland
|
|||||||||
|
|
|
|
|
|
|
|
|
SKC Haas Display Films (Suzhou) Co., Ltd.
|
China
|
|||||||||
|
|
|
|
|
|
|
RH DK Korea OLED Holdings ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Dow Chemical OLED Ltd.
|
Korea
|
||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Korea Ltd.
|
Korea
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
|
|
RH DK Mexico Holding ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Mexico, S. de R.L. de C.V.
|
Mexico
|
||||||||||
|
|
|
|
|
|
|
RH DK Vietnam Holdings ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Vietnam Co., Ltd.
|
Vietnam
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Argentina S.R.L.
|
Argentina
|
|||||||||||
|
|
|
|
|
|
|
Rohm and Haas Asia (Sanshui) Specialty Coatings Investment ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas (Foshan) Specialty Materials Co., Ltd.
|
China
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Chemicals Singapore Pte. Ltd.
|
Singapore
|
|||||||||||
|
|
|
|
|
|
|
Rohm and Haas China Holding ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas (China) Holding Co., Ltd.
|
China
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Denmark Bermuda Holding Company ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
RH Asia Holding GmbH
|
Switzerland
|
||||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Asia Limited
|
Hong Kong
|
|||||||||
|
|
|
|
|
|
|
|
|
|
RH Denmark Dongguan Holding Company ApS
|
Denmark
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials (Shanghai) Co., Ltd.
|
China
|
||||||||
|
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Singapore Pte. Ltd.
|
Singapore
|
||||||||
|
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials Singapore Pte. Ltd.
|
Singapore
|
|||||||||
|
|
|
|
|
|
|
Rohm and Haas Denmark China Investment ApS
|
Denmark
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Shanghai Chemical Industry Co., Ltd.
|
China
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas HK Dongguan Holding Limited
|
Hong Kong
|
|||||||||||
|
|
|
|
|
|
|
|
Rohm and Haas Electronic Materials (Dongguan) Co., Ltd.
|
China
|
||||||||||
|
|
|
|
|
|
|
Rohm and Haas Latinoamerica, S. de R.L. de C.V.
|
Mexico
|
|||||||||||
|
|
|
|
|
|
|
Rohm and Haas Singapore (Pte.) Ltd.
|
Singapore
|
|||||||||||
|
|
|
|
Rohm and Haas Korea Co., Ltd.
|
Korea
|
||||||||||||||
|
|
|
|
Rohm and Haas Malaysia Sdn Bhd
|
Malaysia
|
||||||||||||||
|
|
|
|
Rohm and Haas Texas Incorporated
|
Texas
|
||||||||||||||
|
|
|
|
|
Battleground Water Company
|
Texas
|
|||||||||||||
|
|
|
|
|
ROH Monomer Holding Company
|
Delaware
|
|||||||||||||
|
|
|
|
|
Rohm and Haas Investment Holdings Inc.
|
Delaware
|
|||||||||||||
|
|
|
|
Specialty Electronic Materials (Thailand) Company Limited
|
Thailand
|
||||||||||||||
|
|
|
Rohm and Haas Wood Treatment LLC
|
Delaware
|
|||||||||||||||
|
|
Rohm and Haas Chile Limitada
|
Chile
|
||||||||||||||||
|
|
Rohm and Haas Colombia Ltda
|
Colombia
|
||||||||||||||||
|
|
Rohm and Haas Electronic Materials K.K.
|
Japan
|
||||||||||||||||
|
|
|
Rohm and Haas Japan Kabushiki Kaisha
|
Japan
|
|||||||||||||||
|
|
|
|
Japan Acrylic Chemical Co., Ltd.
|
Japan
|
||||||||||||||
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
||||||||||||||||
|
|
Rohm and Haas Electronic Materials CMP Inc.
|
Delaware
|
||||||||||||||||
|
|
|
Rohm and Haas Electronic Materials CMP Asia Inc.
|
Delaware
|
|||||||||||||||
|
|
|
|
Nitta Haas Trading Company
|
Japan
|
||||||||||||||
|
|
|
|
Rohm and Haas Electronic Materials CMP Korea Ltd.
|
Korea
|
||||||||||||||
|
|
|
|
Rohm and Haas Electronic Materials CMP Sdn. Bhd.
|
Malaysia
|
||||||||||||||
|
|
|
Rohm and Haas Electronic Materials CMP Holdings, Inc.
|
Delaware
|
|||||||||||||||
|
|
|
Rohm and Haas International Holdings Inc.
|
Delaware
|
|||||||||||||||
|
|
|
|
Dow Chemical Singapore Holdings Pte. Ltd.
|
Singapore
|
||||||||||||||
|
|
|
|
|
Dow Chemical (Australia) Pty Ltd
|
Australia
|
|||||||||||||
|
|
|
|
|
|
Dow Australia Superannuation Fund Pty Limited
|
Australia
|
||||||||||||
|
|
|
|
|
Dow Chemical (NZ) Limited
|
New Zealand
|
|||||||||||||
|
|
|
|
|
Dow Chemical International Private Limited
|
India
|
|||||||||||||
|
|
|
|
|
Dow Chemical Korea Limited
|
Korea
|
|||||||||||||
|
|
|
|
|
Rohm and Haas Asia Holdings B.V.
|
Netherlands
|
|||||||||||||
|
|
|
|
|
|
Dow Chemical OLED Ltd.
|
Korea
|
||||||||||||
|
|
|
|
|
|
DSP Singapore Holdings Pte. Ltd.
|
Singapore
|
||||||||||||
|
|
|
|
|
|
|
CUPOSIT Electronic Materials Zhangjiagang Co., Ltd.
|
China
|
|
|
|
|
|
Subsidiaries of The Dow Chemical Company
|
EXHIBIT 21
|
|||||||||||||
At December 31, 2016
|
|||||||||||||||||||
|
Location*
|
||||||||||||||||||
This list includes companies for which the effective ownership by The Dow Chemical Company is 50 percent or more.
|
|||||||||||||||||||
|
|
|
|
|
|
Rohm and Haas Electronic Materials Asia-Pacific Co., Ltd.
|
Taiwan
|
||||||||||||
|
|
|
|
|
|
Rohm and Haas Electronic Materials Korea Ltd.
|
Korea
|
||||||||||||
|
|
|
|
|
|
Rohm and Haas Japan Holdings YK
|
Japan
|
||||||||||||
|
|
|
|
|
|
|
|
Nitta Haas Incorporated
|
Japan
|
||||||||||
|
|
|
|
|
|
|
|
|
Rodel Particles, Inc.
|
Japan
|
|||||||||
|
|
|
|
|
|
Rohm and Haas Taiwan, Inc.
|
Taiwan
|
||||||||||||
|
|
Rohm and Haas Electronic Materials LLC
|
Delaware
|
||||||||||||||||
|
|
|
Rohm and Haas Equity Corporation
|
Delaware
|
|||||||||||||||
|
|
Rohm and Haas Investment Holdings Inc.
|
Delaware
|
||||||||||||||||
|
|
Rohm and Haas New Zealand Limited
|
New Zealand
|
||||||||||||||||
|
|
Rohm and Haas Philippines, Inc.
|
Philippines
|
||||||||||||||||
|
|
Rohm and Haas Quimica Ltda.
|
Brazil
|
||||||||||||||||
|
|
|
Bee Chemical Industria e Comercio Ltda.
|
Brazil
|
|||||||||||||||
|
|
|
Specialty Electronic Materials Comercio de Produtos Quimicos Ltda
|
Brazil
|
|||||||||||||||
|
|
Shipley Brazil Productos Quimicos Ltda.
|
Brazil
|
||||||||||||||||
|
Santa Vitoria Acucar e Alcool Ltda.
|
Brazil
|
|||||||||||||||||
|
Sentrachem US, Inc.
|
Delaware
|
|||||||||||||||||
|
|
Hampshire Holdings, Inc.
|
Delaware
|
||||||||||||||||
|
|
|
Hampshire Chemical Corp.
|
Delaware
|
|||||||||||||||
|
Siam Polystyrene Company Limited (1)
|
Thailand
|
|||||||||||||||||
|
Siam Styrene Monomer Company Limited (1)
|
Thailand
|
|||||||||||||||||
|
Siam Synthetic Latex Company Limited (1)
|
Thailand
|
|||||||||||||||||
|
TDCC Subsidiary C, Inc.
|
Delaware
|
|||||||||||||||||
|
|
Univation Technologies, LLC
|
Delaware
|
||||||||||||||||
|
|
|
Univation Technologies (Hong Kong) Limited
|
Hong Kong
|
|||||||||||||||
|
|
|
|
Univation (Zhangjiagang) Chemical Company Limited
|
China
|
||||||||||||||
|
|
|
Univation Technologies International, LLC
|
Delaware
|
|||||||||||||||
|
Tianjin Panda Terminal Holdings Pte. Ltd.
|
Singapore
|
|||||||||||||||||
|
|
Tianjin Panda Terminal (Hong Kong) Limited
|
Hong Kong
|
||||||||||||||||
|
|
|
Tianjin Panda Terminal Company Limited
|
China
|
|||||||||||||||
|
U.S. Laboratories, Inc.
|
Ohio
|
|||||||||||||||||
|
|
Administrative Business Systems, Inc.
|
Ohio
|
||||||||||||||||
|
|
POLY-CARB, Inc.
|
Ohio
|
||||||||||||||||
|
Union Carbide Corporation
|
New York
|
|||||||||||||||||
|
|
Amerchol Corporation
|
Delaware
|
||||||||||||||||
|
|
Calidria Corporation
|
Delaware
|
||||||||||||||||
|
|
Carbide Chemical (Thailand) Limited
|
Thailand
|
||||||||||||||||
|
|
Dow International Holdings Company
|
Delaware
|
||||||||||||||||
|
|
Dow Quimica Argentina S.A.
|
Argentina
|
||||||||||||||||
|
|
Dow Quimica Mexicana S.A. de C.V.
|
Mexico
|
||||||||||||||||
|
|
Global Industrial Corporation
|
New York
|
||||||||||||||||
|
|
Peñuelas Technology Park LLC
|
Delaware
|
||||||||||||||||
|
|
Seadrift Pipeline Corporation
|
Delaware
|
||||||||||||||||
|
|
South Charleston Sewage Treatment Company
|
West Virginia
|
||||||||||||||||
|
|
UCAR Louisiana Pipeline Company
|
Delaware
|
||||||||||||||||
|
|
UCAR Pipeline Incorporated
|
Delaware
|
||||||||||||||||
|
|
|
Dow Quimica Argentina S.A.
|
Argentina
|
|||||||||||||||
|
|
|
Dow Quimica Chilena S.A.
|
Chile
|
|||||||||||||||
|
|
|
Dow Peru S.A.
|
Peru
|
|||||||||||||||
|
|
|
UCAR Emulsion Systems FZE
|
Dubai
|
|||||||||||||||
|
|
Umetco Minerals Corporation
|
Delaware
|
||||||||||||||||
|
|
|
Blue Creek Coal Company, Inc.
|
Delaware
|
|||||||||||||||
|
|
|
Predate Properties (Pty) Ltd.
|
South Africa
|
|||||||||||||||
|
|
Union Carbide Asia Limited
|
Hong Kong
|
|
Consent of Independent Registered Public Accounting Firm
|
EXHIBIT 23(a)
|
|
|
|
Form S-3:
|
|
|
|
No.
|
333-214289
|
|
|
Form S-4:
|
|
|
|
No.
|
333-88443
|
|
333-209869
|
|
|
Form S-8:
|
|
|
|
Nos.
|
33-21748
|
|
33-52841
|
|
33-61795
|
|
333-27381
|
|
333-40271
|
|
333-43730
|
|
333-67414
|
|
333-91027
|
|
333-103518
|
|
333-103519
|
|
333-105080
|
|
333-122932
|
|
333-145015
|
|
333-162910
|
|
333-181356
|
|
333-207634
|
|
333-209581
|
|
333-209582
|
/s/ DELOITTE & TOUCHE LLP
|
Deloitte & Touche
LLP
|
Midland, Michigan
|
February 9, 2017
|
|
Ankura Consulting Group, LLC's Consent
|
EXHIBIT 23(b)
|
|
|
|
Form S-3:
|
|
|
|
No.
|
333-214289
|
|
|
Form S-4:
|
|
|
|
No.
|
333-88443
|
|
333-209869
|
|
|
Form S-8:
|
|
|
|
Nos.
|
33-21748
|
|
33-52841
|
|
33-61795
|
|
333-27381
|
|
333-40271
|
|
333-43730
|
|
333-67414
|
|
333-91027
|
|
333-103518
|
|
333-103519
|
|
333-105080
|
|
333-122932
|
|
333-145015
|
|
333-162910
|
|
333-181356
|
|
333-207634
|
|
333-209581
|
|
333-209582
|
/s/ B. THOMAS FLORENCE
|
B. Thomas Florence
|
Senior Managing Director
|
Ankura Consulting Group, LLC
|
February 9, 2017
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 31(a)
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of The Dow Chemical Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ANDREW N. LIVERIS
|
Andrew N. Liveris
|
Chief Executive Officer and
|
Chairman of the Board
|
|
|
The Dow Chemical Company and Subsidiaries
|
|
EXHIBIT 31(b)
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of The Dow Chemical Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ HOWARD I. UNGERLEIDER
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Howard I. Ungerleider
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Vice Chairman and Chief Financial Officer
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The Dow Chemical Company and Subsidiaries
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EXHIBIT 32(a)
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1.
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the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ ANDREW N. LIVERIS
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Andrew N. Liveris
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Chief Executive Officer and
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Chairman of the Board
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February 9, 2017
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The Dow Chemical Company and Subsidiaries
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EXHIBIT 32(b)
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1.
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the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ HOWARD I. UNGERLEIDER
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Howard I. Ungerleider
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Vice Chairman and Chief Financial Officer
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February 9, 2017
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