Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Entity Registrant Name | DowDuPont Inc. | |
Entity Central Index Key | 1,666,700 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Share Outstanding | 2,339,990,261 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 15,354 | $ 12,483 | $ 42,418 | $ 35,138 |
Cost of sales | 12,170 | 9,840 | 33,130 | 27,066 |
Research and development expenses | 522 | 399 | 1,343 | 1,159 |
Selling, general and administrative expenses | 990 | 738 | 2,468 | 2,166 |
Amortization of intangibles | 244 | 162 | 556 | 387 |
Restructuring and asset related charges - net | 179 | 0 | 166 | 452 |
Integration and separation costs | 354 | 127 | 599 | 228 |
Equity in earnings of nonconsolidated affiliates | 152 | 70 | 402 | 191 |
Sundry income (expense) - net | 361 | 22 | 237 | 1,369 |
Interest expense and amortization of debt discount | 283 | 220 | 728 | 629 |
Income from continuing operations before income taxes | 1,125 | 1,089 | 4,067 | 4,611 |
Provision for income taxes on continuing operations | 571 | 271 | 1,239 | 291 |
Income from continuing operations, net of tax | 554 | 818 | 2,828 | 4,320 |
Loss from discontinued operations, net of tax | (20) | 0 | (20) | 0 |
Net income | 534 | 818 | 2,808 | 4,320 |
Net income attributable to noncontrolling interests | 20 | 14 | 85 | 54 |
Net income attributable to DowDuPont Inc. | 514 | 804 | 2,723 | 4,266 |
Preferred stock dividends | 0 | 85 | 0 | 255 |
Net income available for DowDuPont Inc. common stockholders | $ 514 | $ 719 | $ 2,723 | $ 4,011 |
Per common share data: | ||||
Earnings per common share from continuing operations - basic (in dollars per share) | $ 0.33 | $ 0.64 | $ 2.05 | $ 3.60 |
Earnings per common share from discontinued operations - basic (in dollars per share) | (0.01) | 0 | (0.01) | 0 |
Net income attributable to common stockholders, basic (in dollars per share) | 0.32 | 0.64 | 2.04 | 3.60 |
Earnings per common share from continuing operations - diluted (in dollars per share) | 0.33 | 0.63 | 2.02 | 3.48 |
Earnings per common share from discontinued operations - diluted (in dollars per share) | (0.01) | 0 | (0.01) | 0 |
Net income attributable to common stockholders, diluted (in dollars per share) | 0.32 | 0.63 | 2.01 | 3.48 |
Dividends declared per share of common stock (in dollars per share) | $ 0.46 | $ 0.46 | $ 1.38 | $ 1.38 |
Weighted-average common shares outstanding - basic (in shares) | 1,577.8 | 1,112.4 | 1,330.7 | 1,108.8 |
Weighted-average common shares outstanding - diluted (in shares) | 1,595.3 | 1,127.4 | 1,348.8 | 1,220.4 |
Depreciation | $ 708 | $ 573 | $ 1,820 | $ 1,540 |
Capital Expenditures | $ 752 | $ 1,060 | $ 2,301 | $ 2,877 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 534 | $ 818 | $ 2,808 | $ 4,320 |
Other comprehensive income (loss), net of tax | ||||
Unrealized gains (losses) on investments | (51) | 8 | (43) | 42 |
Cumulative translation adjustments | (379) | 83 | 247 | 325 |
Pension and other postretirement benefit plans | 105 | 93 | 308 | 640 |
Derivative instruments | 32 | (20) | (57) | (21) |
Total other comprehensive income (loss) | (293) | 164 | 455 | 986 |
Comprehensive Income | 241 | 982 | 3,263 | 5,306 |
Comprehensive income attributable to noncontrolling interests, net of tax | 26 | 35 | 119 | 103 |
Comprehensive Income Attributable to DowDuPont Inc. | $ 215 | $ 947 | $ 3,144 | $ 5,203 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents (variable interest entities restricted - 2017: $115; 2016: $75) | $ 13,148 | $ 6,607 |
Marketable securities | 1,826 | 0 |
Accounts and notes receivable: | ||
Trade (net of allowance for doubtful receivables - 2017: $171; 2016: $110) | 11,250 | 4,666 |
Other | 7,006 | 4,312 |
Inventories | 17,255 | 7,363 |
Other current assets | 1,145 | 711 |
Assets held for sale | 3,171 | 0 |
Total current assets | 54,801 | 23,659 |
Investments | ||
Investment in nonconsolidated affiliates | 5,650 | 3,747 |
Other investments (investments carried at fair value - 2017: $1,408; 2016: $1,959) | 2,450 | 2,969 |
Noncurrent receivables | 743 | 708 |
Total investments | 8,843 | 7,424 |
Property | ||
Property | 72,227 | 57,438 |
Less accumulated depreciation | 36,008 | 33,952 |
Net property (variable interest entities restricted - 2017: $925; 2016: $961) | 36,219 | 23,486 |
Other Assets | ||
Goodwill | 60,698 | 15,272 |
Other intangible assets (net of accumulated amortization - 2017: $4,990; 2016: $4,295) | 33,420 | 6,026 |
Deferred income tax assets | 1,810 | 3,079 |
Deferred charges and other assets | 2,736 | 565 |
Total other assets | 98,664 | 24,942 |
Total Assets | 198,527 | 79,511 |
Current Liabilities | ||
Notes payable | 5,176 | 272 |
Long-term debt due within one year | 1,906 | 635 |
Accounts payable: | ||
Trade | 7,648 | 4,519 |
Other | 3,862 | 2,097 |
Income taxes payable | 729 | 600 |
Accrued and other current liabilities | 7,849 | 4,481 |
Liabilities held for sale | 108 | 0 |
Total current liabilities | 27,278 | 12,604 |
Long-Term Debt (variable interest entities nonrecourse - 2017: $310; 2016: $330) | 29,819 | 20,456 |
Deferred income tax liabilities | ||
Deferred income tax liabilities | 9,125 | 923 |
Pension and other postretirement benefits - noncurrent | 18,413 | 11,375 |
Asbestos-related liabilities - noncurrent | 1,266 | 1,364 |
Other noncurrent obligations | 8,092 | 5,560 |
Total other noncurrent liabilities | 36,896 | 19,222 |
Stockholders' Equity | ||
Common stock (2017: authorized 5,000,000,000 shares of $0.01 par value each, issued 2,339,396,931 shares; 2016: authorized 1,500,000,000 shares of $2.50 par value each, issued 1,242,794,836) | 23 | 3,107 |
Additional paid-in capital | 81,116 | 4,262 |
Retained earnings | 31,366 | 30,338 |
Accumulated other comprehensive loss | (9,367) | (9,822) |
Unearned ESOP shares | (192) | (239) |
Treasury stock at cost (2017: zero shares; 2016: 31,661,501 shares) | 0 | (1,659) |
DowDuPont's stockholders' equity | 102,946 | 25,987 |
Noncontrolling interests | 1,588 | 1,242 |
Total equity | 104,534 | 27,229 |
Total Liabilities and Equity | $ 198,527 | $ 79,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Allowance for doubtful receivables | $ 171 | $ 110 |
Investments carried at fair value | 1,408 | 1,959 |
Other intangible assets, accumulated amortization | $ 4,990 | $ 4,295 |
Common stock authorized (in shares) | 5,000,000,000 | 1,500,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 2.50 |
Common stock issued (in shares) | 2,339,396,931 | 1,242,794,836 |
Treasury stock (in shares) | 0 | 31,661,501 |
Primary beneficiary | Cash and cash equivalents | ||
Pledged current assets | $ 115 | $ 75 |
Primary beneficiary | Net Property | ||
Pledged noncurrent assets | 925 | 961 |
Primary beneficiary | Long-term debt | ||
Noncurrent Liabilities - nonrecourse | $ 310 | $ 330 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Millions | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | |
Operating activities | |||||
Net income | $ 534 | $ 818 | $ 2,808 | $ 4,320 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 1,001 | 780 | 2,518 | 2,067 | |
Provision (credit) for deferred income tax | 570 | (990) | |||
Earnings of nonconsolidated affiliates less than dividends received | 201 | 341 | |||
Net periodic pension benefit cost | 306 | 312 | |||
Pension contributions | (463) | (567) | |||
Net gain on sales of assets, businesses and investments | (475) | (179) | |||
Net gain on step acquisition of nonconsolidated affiliate | 0 | 0 | 0 | (2,445) | |
Restructuring and asset related charges - net | 166 | 452 | |||
Amortization of inventory step-up | 429 | 0 | |||
Other net loss | 228 | 300 | |||
Changes in assets and liabilities, net of effects of acquired and divested companies: | |||||
Accounts and notes receivable | (2,154) | (1,435) | |||
Proceeds from interests in trade accounts receivable conduits | 939 | 882 | |||
Inventories | (1,490) | (39) | |||
Accounts payable | 1,627 | 1,031 | |||
Other assets and liabilities, net | (741) | (331) | |||
Cash provided by operating activities | 4,469 | 3,719 | |||
Investing activities | |||||
Capital expenditures | (752) | (1,060) | (2,301) | (2,877) | |
Investment in gas field developments | (98) | (81) | |||
Construction of assets pending sale / leaseback | 0 | (12) | |||
Proceeds from sale / leaseback of assets | 0 | 32 | |||
Purchases of previously leased assets | (2) | 0 | |||
Payment into escrow account | (130) | (835) | |||
Distribution from escrow account | 130 | 835 | |||
Proceeds from sales of property and businesses, net of cash divested | 522 | 217 | |||
Acquisitions of property and businesses, net of cash acquired | (28) | (187) | |||
Cash acquired in merger transaction and step acquisition of nonconsolidated affiliate | 4,005 | 1,050 | |||
Investments in and loans to nonconsolidated affiliates | (694) | (831) | |||
Distributions and loan repayments from nonconsolidated affiliates | 56 | 10 | |||
Proceeds from sale of ownership interests in nonconsolidated affiliates | 64 | 0 | |||
Purchases of investments | (476) | (426) | |||
Proceeds from sales and maturities of investments | 2,088 | 607 | |||
Other investing activities, net | (2) | 0 | |||
Cash provided by (used for) investing activities | 3,134 | (2,498) | |||
Financing activities | |||||
Changes in short-term notes payable | 953 | (69) | |||
Proceeds from issuance of long-term debt | 0 | 32 | |||
Payments on long-term debt | (591) | (523) | |||
Purchases of treasury stock | 0 | (416) | |||
Proceeds from issuance of company stock | 32 | 0 | |||
Proceeds from sales of common stock | 423 | 320 | |||
Employee taxes paid for share-based payment arrangements | (89) | (65) | |||
Distributions to noncontrolling interests | (58) | (85) | |||
Purchases of noncontrolling interests | 0 | (202) | |||
Dividends paid to stockholders | (1,947) | (1,782) | |||
Other financing activities, net | (2) | (2) | |||
Cash used for financing activities | (1,279) | (2,792) | |||
Effect of exchange rate changes on cash | 254 | 26 | |||
Cash reclassified as held for sale | (37) | 0 | (37) | 0 | $ (37) |
Increase (decrease) in cash and cash equivalents | 6,541 | (1,545) | |||
Cash and cash equivalents at beginning of year | 6,607 | 8,577 | 8,577 | ||
Cash and cash equivalents at end of period | $ 13,148 | $ 7,032 | $ 13,148 | $ 7,032 | $ 13,148 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Preferred Stock | Common Stock | Add'l Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Unearned ESOP | Treasury Stock | Non-controlling Interests |
Beginning balance at Dec. 31, 2015 | $ 26,183 | $ 4,000 | $ 3,107 | $ 4,936 | $ 28,425 | $ (8,667) | $ (272) | $ (6,155) | $ 809 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income available for DowDuPont Inc. common stockholders | 4,011 | 4,011 | |||||||
Other comprehensive income (loss) | 986 | 986 | |||||||
Dividends | (1,531) | (1,531) | |||||||
Common stock issued/sold | 926 | 320 | 606 | ||||||
Stock-based compensation and allocation of ESOP shares | (294) | (340) | 46 | ||||||
Impact of noncontrolling interests | 505 | 505 | |||||||
Treasury stock purchases | (416) | (416) | |||||||
Other | (21) | (21) | |||||||
Ending balance at Sep. 30, 2016 | 30,349 | 4,000 | 3,107 | 4,916 | 30,884 | (7,681) | (226) | (5,965) | 1,314 |
Beginning balance at Dec. 31, 2016 | 27,229 | 0 | 3,107 | 4,262 | 30,338 | (9,822) | (239) | (1,659) | 1,242 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income available for DowDuPont Inc. common stockholders | 2,723 | 2,723 | |||||||
Other comprehensive income (loss) | 455 | 455 | |||||||
Dividends | (1,673) | (1,673) | |||||||
Common stock issued/sold | 1,179 | 455 | 724 | ||||||
Stock-based compensation and allocation of ESOP shares | (381) | (428) | 47 | ||||||
Impact of noncontrolling interests | 346 | 346 | |||||||
Merger impact | 74,680 | (3,084) | 76,829 | 935 | |||||
Other | (24) | (2) | (22) | ||||||
Ending balance at Sep. 30, 2017 | $ 104,534 | $ 0 | $ 23 | $ 81,116 | $ 31,366 | $ (9,367) | $ (192) | $ 0 | $ 1,588 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends (in dollars per share) | $ 0.46 | $ 0.46 | $ 1.38 | $ 1.38 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Effective August 31, 2017, pursuant to the merger of equals transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours and Company ("DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont" or the "Company") and, as a result, Dow and DuPont became subsidiaries of DowDuPont (the "Merger"). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the Merger Agreement. Dow was determined to be the accounting acquirer in the Merger. As a result, the historical financial statements of Dow for periods prior to the Merger are considered to be the historical financial statements of DowDuPont. On August 31, 2017, Dow's common stock, par value $2.50 per share, and DuPont's common stock, par value $0.30 per share, were voluntarily delisted from the New York Stock Exchange ("NYSE") in connection with the Merger and were suspended from trading on the NYSE prior to the open of trading on September 1, 2017. DowDuPont's common stock, par value $0.01 per share, commenced trading on the NYSE under ticker symbol DWDP on September 1, 2017. The unaudited interim consolidated financial statements of DowDuPont and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These unaudited interim consolidated financial statements also include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Investments in nonconsolidated affiliates (20-50 percent owned companies or less than 20 percent owned companies over which significant influence is exercised) are accounted for using the equity method. Except as otherwise indicated by the context, the term "Dow" means The Dow Chemical Company and its consolidated subsidiaries; "DuPont" means E. I. du Pont de Nemours and Company and its consolidated subsidiaries; "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of Dow; and, "Dow Corning" means Dow Corning Corporation, a wholly owned subsidiary of Dow. Use of Estimates in Financial Statement Preparation The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. Significant Accounting Policies Asbestos-Related Matters Accruals for asbestos-related matters, including defense and processing costs, are recorded based on an analysis of claim and resolution activity, defense spending, and pending and future claims. These accruals are assessed at each balance sheet date to determine if the asbestos-related liability remains appropriate. Accruals for asbestos-related matters are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Asbestos-related liabilities - noncurrent.” Legal Costs The Company expenses legal costs as incurred, with the exception of defense and processing costs associated with asbestos-related matters. Foreign Currency Translation The local currency or U.S. dollar have been primarily used as the functional currency throughout the world. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets in "Accumulated other comprehensive loss" ("AOCL"). For certain subsidiaries, the U.S. dollar is used as the functional currency. This occurs when the subsidiary operates in an economic environment where the products produced and sold are tied to U.S. dollar-denominated markets, or when the foreign subsidiary operates in a hyper-inflationary environment. Where the U.S. dollar is used as the functional currency, foreign currency translation gains and losses are reflected in income. Environmental Matters Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Other noncurrent obligations” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets in “Accounts and notes receivable - Other.” Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. Cash and Cash Equivalents Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase. Financial Instruments The Company calculates the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows. The Company utilizes derivatives to manage exposures to foreign currency exchange rates, commodity prices and interest rate risk. The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported in income or AOCL, depending on the use of the derivative and whether it qualifies for hedge accounting treatment. Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in AOCL, to the extent the hedges are effective, until the underlying transactions are recognized in income. To the extent effective, gains and losses on derivative and nonderivative instruments used as hedges of the Company’s net investment in foreign operations are recorded in AOCL as part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and hedges of net investment in foreign operations, if any, are recognized in income immediately. Gains and losses on derivatives designated and qualifying as fair value hedging instruments, as well as the offsetting losses and gains on the hedged items, are reported in income in the same accounting period. Derivatives not designated as hedging instruments are marked-to-market at the end of each accounting period with the results included in income. Inventories Inventories are stated at the lower of cost or net realizable value. The method of determining cost for each subsidiary varies among last-in, first-out (“LIFO”); first-in, first-out (“FIFO”); and average cost, and is used consistently from year to year. The Company routinely exchanges and swaps raw materials and finished goods with other companies to reduce delivery time, freight and other transportation costs. These transactions are treated as non-monetary exchanges and are valued at cost. Property Land, buildings and equipment, including property under capital lease agreements, are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income. Impairment and Disposal of Long-Lived Assets The Company evaluates long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on bids received from third parties, prices of similar assets or other valuation methodologies including a discounted cash flow analysis based on market participant assumptions. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value, and depreciation is recognized over the remaining useful life of the assets. Goodwill and Other Intangible Assets The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. The Company primarily utilizes a discounted cash flow methodology to calculate the fair value of its reporting units. Finite-lived intangible assets such as purchased customer lists, developed technology, patents, trademarks and software, are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from three to twenty years, or amortized based on units of production. Indefinite-lived intangible assets are reviewed for impairment or obsolescence annually, or more frequently when events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows. Asset Retirement Obligations The Company records asset retirement obligations as incurred and reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The fair values of obligations are recorded as liabilities on a discounted basis and are accreted over time for the change in present value. Costs associated with the liabilities are capitalized and amortized over the estimated remaining useful life of the asset. Investments Investments in debt and marketable equity securities (including warrants) are classified as trading, available-for-sale or held-to-maturity. Investments classified as trading are reported at fair value with unrealized gains and losses related to mark-to-market adjustments included in income. Those classified as available-for-sale are reported at fair value with unrealized gains and losses recorded in AOCL. Those classified as held-to-maturity are recorded at amortized cost. The cost of investments sold is determined by FIFO or specific identification. The Company routinely reviews available-for-sale and held-to-maturity securities for other-than-temporary declines in fair value below the cost basis. When events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the security is written down to fair value, establishing a new cost basis. Revenue Sales are recognized when the revenue is realized or realizable, and the earnings process is complete. Revenue for product sales is recognized as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. As such, title to the product passes when the product is delivered to the freight carrier. The Company's standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. Freight costs and any directly related costs of transporting finished product to customers are recorded as “Cost of sales” in the consolidated statements of income. Revenue related to Dow's insurance operations includes third-party insurance premiums, which are earned over the terms of the related insurance policies and reinsurance contracts. Revenue related to the initial licensing of patents and technology is recognized when earned; revenue related to running royalties is recognized according to licensee production levels. Royalty Expense The Company’s Agriculture segment currently has certain third party biotechnology trait license agreements, which require upfront and variable payments subject to the licensor meeting certain conditions. These payments are reflected as "Other current assets" and "Deferred charges and other assets" in the consolidated balance sheets and are amortized to "Cost of sales" in the consolidated statements of income as seeds containing the respective trait technology are utilized over the life of the license. The Company evaluates the carrying value of the prepaid royalties when events or changes in circumstances indicate the carrying value may not be recoverable. Severance Costs The Company routinely reviews its operations around the world in an effort to ensure competitiveness across its businesses and geographic regions. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under Dow and DuPont's ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. Integration and Separation Costs The Company classifies expenses related to the Merger and the ownership restructure of Dow Corning as "Integration and separation costs" in the consolidated statements of income. Merger-related costs include: costs incurred to prepare for and close the Merger, post-Merger integration expenses and costs incurred to prepare for the separation of the Company’s agriculture, materials science and specialty products businesses. The Dow Corning related-costs include: costs incurred to prepare for and close the ownership restructure as well as integration expenses. These costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date. The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in “Income taxes payable” and the long-term portion is included in “Other noncurrent obligations” in the consolidated balance sheets. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested. Earnings per Common Share The calculation of earnings per common share is based on the weighted-average number of the Company’s common shares outstanding for the applicable period. The calculation of diluted earnings per common share reflects the effect of all dilutive potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. Adoption of Accounting Standards Update ("ASU") 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" In the first quarter of 2017, the Company adopted ASU 2016-09 and elected to apply changes on a retrospective basis to the consolidated statements of cash flows related to the classification of excess tax benefits and employee taxes paid for share-based payment arrangements. See Note 2 for additional information. A summary of the changes made to the consolidated statements of cash flows for the nine months ended September 30, 2016, is included in the following table: Summary of Changes to the Consolidated Statements of Cash Flows Nine Months Ended Sep 30, 2016 In millions As Filed Updated Operating Activities Excess tax benefits from share-based payment arrangements $ (39 ) $ — Other assets and liabilities, net $ 455 $ 520 Cash provided by operating activities $ 3,615 $ 3,719 Financing Activities Excess tax benefits from share-based payment arrangements $ 39 $ — Employee taxes paid for share-based payment arrangements $ — $ (65 ) Cash used in financing activities $ (2,688 ) $ (2,792 ) Changes in Financial Statement Presentation As a result of the Merger, certain reclassifications of prior period amounts have been made to improve comparability and conform to the current period presentation. Presentation changes were made to the consolidated statements of income, consolidated balance sheets, consolidated statements of cash flows and consolidated statements of equity. In addition, certain reclassifications of prior period data have been made in the Notes to the Consolidated Financial Statements to conform to the current period presentation. The changes to the financial statements are summarized as follows: Consolidated Statements of Income Costs associated with integration and separation activities are now separately reported as “Integration and separation costs” and have been reclassified from “Cost of sales” and “Selling, general and administrative expenses.” In addition, “Interest income” has been reclassified to “Sundry income (expense) - net.” A summary of the changes made to the consolidated statements of income is as follows: Summary of Changes to the Consolidated Statements of Income Three Months Ended Nine Months Ended Sep 30, 2016 Sep 30, 2016 In millions As Filed Updated As Filed Updated Cost of sales $ 9,841 $ 9,840 $ 27,067 $ 27,066 Selling, general and administrative expenses $ 864 $ 738 $ 2,393 $ 2,166 Integration and separation costs $ — $ 127 $ — $ 228 Sundry income (expense) - net $ (4 ) $ 22 $ 1,305 $ 1,369 Interest income $ 26 $ — $ 64 $ — Consolidated Balance Sheets The Company reclassified “Dividends payable” to “Accrued and other current liabilities” and the current portion of deferred revenue has been reclassified from “Accounts payable - Other” to “Accrued and other current liabilities.” In addition, certain derivative assets have been reclassified from “Accounts and notes receivable - Other” to “Other current assets” and certain derivative liabilities have been reclassified from “Accounts payable - Other” to “Accrued and other current liabilities.” A summary of the changes made to the consolidated balance sheets is as follows: Summary of Changes to the Consolidated Balance Sheets Dec 31, 2016 In millions As Filed Updated Accounts and notes receivable - Other $ 4,358 $ 4,312 Other current assets $ 665 $ 711 Accounts payable - Other $ 2,401 $ 2,097 Dividends payable $ 508 $ — Accrued and other current liabilities $ 3,669 $ 4,481 Consolidated Statements of Cash Flows A summary of the changes made to the consolidated statements of cash flows is as follows: Summary of Changes to the Consolidated Statements of Cash Flows Nine Months Ended Sep 30, 2016 In millions As Filed Updated Operating Activities Net periodic pension benefit cost $ — $ 312 Net gain on sales of assets, businesses and investments $ — $ (179 ) Net gain on sales of investments $ (97 ) $ — Net gain on sales of property, businesses and consolidated companies $ (82 ) $ — Other net loss $ 97 $ 300 Accounts payable $ 695 $ 1,031 Other assets and liabilities, net 1 $ 520 $ (331 ) Financing Activities Transaction financing, debt issuance and other costs $ (2 ) $ — Other financing activities, net $ — $ (2 ) 1. As updated for ASU 2016-09. Consolidated Statements of Equity A summary of the changes made to the consolidated statements of equity is as follows: Summary of Changes to the Consolidated Statements of Equity Nine Months Ended Sep 30, 2016 In millions As Filed Updated Dividend equivalents on participating securities $ (21 ) $ — Other $ — $ (21 ) |
RECENT ACCOUNTING GUIDANCE
RECENT ACCOUNTING GUIDANCE | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING GUIDANCE | RECENT ACCOUNTING GUIDANCE Recently Adopted Accounting Guidance In the first quarter of 2017, the Company adopted ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for share-based payment awards to employees, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Under the new guidance, excess tax benefits related to equity compensation are recognized in "Provision for income taxes on continuing operations" in the consolidated statements of income rather than in "Additional paid-in capital" in the consolidated balance sheets and this change was applied on a prospective basis. Changes to the consolidated statements of cash flows related to the classification of excess tax benefits and employee taxes paid for share-based payment arrangements were implemented on a retrospective basis. See Note 1 for additional information. Accounting Guidance Issued But Not Adopted at September 30, 2017 In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," issued in August 2015, revised the effective date for this ASU to annual and interim periods beginning on or after December 15, 2017, with early adoption permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. In May 2014, the FASB and International Accounting Standards Board formed The Joint Transition Resource Group for Revenue Recognition ("TRG"), consisting of financial statement preparers, auditors and users, to seek feedback on potential issues related to the implementation of the new revenue standard. As a result of feedback from the TRG, the FASB issued additional guidance to provide clarification, implementation guidance and practical expedients to address some of the challenges of implementation. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which is an amendment on assessing whether an entity is a principal or an agent in a revenue transaction. This amendment addresses issues to clarify the principal versus agent assessment and lead to more consistent application. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which contains amendments to the new revenue recognition standard on identifying performance obligations and accounting for licenses of intellectual property. The amendments related to identifying performance obligations clarify when a promised good or service is separately identifiable and allows entities to disregard items that are immaterial in the context of a contract. The licensing implementation amendments clarify how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," which provides clarity and implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The new standards have the same effective date and transition requirements as ASU 2014-09. The Company has a team in place to analyze ASU 2014-09 and the related ASU's across all revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. The Company is completing contract evaluations and validating the results from applying the requirements under the new standard. The Company is in the process of finalizing its accounting policies, drafting the new disclosures, quantifying the potential financial adjustment and completing its evaluation of the impact of the accounting and disclosure requirements on its business processes, controls and systems. Full implementation will be complete by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on accounting for product sales and licensing arrangements to remain substantially unchanged. The Company expects to adopt the new standard using the modified retrospective approach, under which the cumulative effect of initially applying the new guidance is recognized as an adjustment to the opening balance of retained earnings in the first quarter of 2018. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company will adopt the new guidance in the first quarter of 2018 and the adoption of this guidance will not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that a lessee recognize assets and liabilities for leases with lease terms of more than twelve months and recognition, presentation and measurement in the financial statements will depend on its classification as a finance or operating lease. In addition, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from current U.S. GAAP but does contain some targeted improvements to align with the new revenue recognition guidance issued in 2014. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, using a modified retrospective approach, and early adoption is permitted. The Company has a team in place to evaluate the new guidance and to facilitate the development of business processes and controls around leases to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2019. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which addresses diversity in practice in how certain cash receipts and cash payments are presented and classified in the statements of cash flows and addresses eight specific cash flow issues. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments should be applied using a retrospective transition method to each period presented, if practicable. Early adoption is permitted, including adoption in an interim period, and any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. All amendments must be adopted in the same period. A key provision in the new guidance will impact the presentation of interests in certain trade accounts receivable conduits in the consolidated statements of cash flows. The Company is currently evaluating the impact of adopting this guidance in the first quarter of 2018. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. Early adoption is permitted in the first interim period of an annual reporting period for which financial statements have not been issued. The Company will adopt the new guidance in the first quarter of 2018 and the adoption of this guidance will not have a material impact on the Consolidated Financial Statements. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which addresses the diversity in practice on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending total amounts shown on the statement of cash flows. This new standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The new guidance will change the presentation of restricted cash in the consolidated statements of cash flows and will be applied retrospectively in the first quarter of 2018. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805), Clarifying the Definition of a Business," which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The guidance requires an entity to evaluate if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively the "set") is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs, as defined by the ASU. The new standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and should be applied prospectively. Early adoption is permitted. The Company will adopt the new guidance in the first quarter of 2018 and will apply it to all applicable transactions after the adoption date. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment." The new guidance eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new guidance, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is planning to early adopt the new guidance for the annual goodwill impairment tests that will be performed in the fourth quarter of 2017. In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets," which clarifies the scope of guidance on nonfinancial asset derecognition in Accounting Standards Codification ("ASC") 610-20 and the accounting for partial sales of nonfinancial assets. The new guidance also conforms the derecognition guidance for nonfinancial assets with the model in the new revenue standard (ASU 2014-09). The new standard is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2017, and an entity is required to apply the amendments at the same time that it applies the amendments in ASU 2014-09. The Company is planning to apply the new guidance with the implementation of the new revenue standard in the first quarter of 2018. In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for employer sponsored defined benefit pension and other postretirement benefit plans. Under the new guidance, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost will be presented separately from the line item(s) that includes the service cost. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted at the beginning of an annual period in which the financial statements have not been issued. Entities must use a retrospective transition method to adopt the requirement for separate presentation of the income statement service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company is currently evaluating the impact of adopting this guidance. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which amends the hedge accounting recognition and presentation under ASC 815, with the objectives of improving the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities and simplifying the application of hedge accounting by preparers. The new standard expands the strategies eligible for hedge accounting, relaxes the timing requirements of hedge documentation and effectiveness assessments, and permits, in certain cases, the use of qualitative assessments on an ongoing basis to assess hedge effectiveness. The new guidance also requires new disclosures and presentation. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim or annual period after issuance of the ASU. Entities must adopt the new guidance by applying a modified retrospective approach to hedging relationships existing as of the adoption date. The Company is currently evaluating the impact of adopting this guidance. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS Merger of Equals of Dow and DuPont At the effective time of the Merger, each share of common stock, par value $2.50 per share, of Dow (the "Dow Common Stock") (excluding any shares of Dow Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01 per share, of DowDuPont (the "DowDuPont Common Stock"). Upon completion of the Merger, (i) each share of common stock, par value $0.30 per share, of DuPont (the “DuPont Common Stock”) (excluding any shares of DuPont Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any fractional shares of DowDuPont Common Stock, and (ii) each share of DuPont Preferred Stock $4.50 Series and DuPont Preferred Stock $3.50 Series (collectively, the “DuPont Preferred Stock”) issued and outstanding immediately prior to the effective time of the Merger remains issued and outstanding and was unaffected by the Merger. As provided in the Merger Agreement, at the effective time of the Merger, Dow stock options and other equity awards were generally automatically converted into stock options and equity awards with respect to DowDuPont Common Stock and DuPont stock options and other equity awards, after giving effect to the exchange ratio, were converted into stock options and equity awards with respect to DowDuPont Common Stock, and otherwise generally on the same terms and conditions under the applicable plans and award agreements immediately prior to the effective time of the Merger. See Note 17 for additional information. DowDuPont intends to pursue, subject to the receipt of regulatory approvals and approval by the board of directors of DowDuPont, the separation of the combined Company's agriculture, materials science and specialty products businesses through one or more tax-efficient transactions ("Intended Business Separations"). Preliminary Allocation of Purchase Price Based on an evaluation of the provisions of ASC 805, "Business Combinations," Dow was determined to be the accounting acquirer in the Merger. DowDuPont has applied the acquisition method of accounting with respect to the assets and liabilities of DuPont, which have been measured at fair value as of the date of the Merger. DuPont's assets and liabilities were measured at estimated fair values as of August 31, 2017, primarily using Level 3 inputs. Estimates of fair value represent management's best estimate and require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities. The total fair value of consideration transferred for the Merger was approximately $74,680 million . Total consideration is comprised of the equity value of the DowDuPont shares as of August 31, 2017, that were issued in exchange for DuPont shares, the cash value for fractional shares, and the portion of DuPont's share awards and share options earned as of August 31, 2017. Share awards and share options converted to DowDuPont equity instruments, but not vested, were $144 million as of August 31, 2017, which will be expensed over the remaining future vesting period. The following table summarizes the fair value of consideration exchanged as a result of the Merger: Consideration (In millions, except exchange ratio) DuPont Common Stock outstanding as of Aug 31, 2017 868.3 DuPont exchange ratio 1.2820 DowDuPont Common Stock issued in exchange for DuPont Common Stock 1,113.2 Fair value of DowDuPont Common Stock issued 1 $ 74,195 Fair value of DowDuPont equity awards issued in exchange for outstanding DuPont equity awards 2 485 Total consideration $ 74,680 1. Amount was determined based on the price per share of Dow Common Stock of $66.65 on August 31, 2017. 2. Represents the fair value of replacement awards issued for DuPont's equity awards outstanding immediately before the Merger and attributable to the service periods prior to the Merger. The previous DuPont equity awards were converted into the right to receive 1.2820 shares of DowDuPont Common Stock. The acquisition method of accounting requires, among other things, that identifiable assets acquired and liabilities assumed be recognized on the balance sheet at fair value as of the acquisition date. In determining the fair value, DowDuPont utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgment related to future net cash flows (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data, supplemented by current and anticipated market conditions, and growth rates. The table below presents the preliminary fair value that was allocated to DuPont's assets and liabilities based upon fair values as determined by DowDuPont. The valuation process to determine the fair values is not yet complete. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the Merger. Final determination of the fair values may result in further adjustments to the values presented in the following table: DuPont Assets Acquired and Liabilities Assumed on Aug 31, 2017 In millions Fair Value of Assets Acquired Cash and cash equivalents $ 4,005 Marketable securities 2,849 Accounts and notes receivable - Trade 6,199 Accounts and notes receivable - Other 1,652 Inventories 8,886 Other current assets 360 Assets held for sale 3,184 Investment in nonconsolidated affiliates 1,685 Other investments 50 Noncurrent receivables 84 Net property 12,122 Goodwill 1 45,501 Other intangible assets 1 27,844 Deferred income tax assets 487 Deferred charges and other assets 1,942 Total Assets $ 116,850 Fair Value of Liabilities Assumed Notes Payable $ 4,046 Long-term debt due within one year 1,273 Accounts payable - Trade 2,344 Accounts payable - Other 939 Income taxes payable 140 Accrued and other current liabilities 3,517 Liabilities held for sale 104 Long-Term debt 9,878 Deferred income tax liabilities 9,408 Pension and other postretirement benefits - noncurrent 2 8,092 Other noncurrent obligations 2,028 Total Liabilities $ 41,769 Noncontrolling interests 401 Net Assets (Consideration for the Merger) $ 74,680 1. See Note 10 for additional information. 2. Includes pension and other postretirement benefits as well as long-term disability obligations. The significant fair value adjustments included in the preliminary allocation of purchase price are discussed below. Inventories Acquired inventory is comprised of finished goods of $5,115 million , work in process of $3,066 million and raw materials of $705 million . Fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. Fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials was determined to approximate the historical carrying value. For inventory accounted for under the FIFO method and average cost method, the preliminary fair value step up of inventories will be recognized in "Cost of sales" as the inventory is sold. The pre-tax amount recognized for the three and nine months ended September 30, 2017, was $429 million , of which $360 million is reflected in "Cost of sales" within "Income from continuing operations before income taxes" and $69 million is reflected in "Loss from discontinued operations, net of tax" in the consolidated statements of income. For inventory accounted for under the LIFO method, the acquired inventory becomes the LIFO base layer inventory. Net Property Property, plant and equipment is comprised of land and land improvements of $967 million , buildings of $2,615 million , machinery and equipment of $7,540 million and construction in progress of $1,000 million . The preliminary estimated fair value was primarily determined using a market approach for land and certain types of equipment, and a replacement cost approach for property, plant and equipment. The market approach for certain types of equipment represents a sales comparison that measures the value of an asset through an analysis of sales and offerings of comparable assets. The replacement cost approach used for all other depreciable property, plant and equipment measures the value of an asset by estimating the cost to acquire or construct comparable assets and adjusts for age and condition of the asset. Goodwill The excess of the consideration for the Merger over the preliminary net fair value of assets and liabilities acquired was recorded as goodwill. The Merger resulted in the recognition of $45,501 million of goodwill, which is not deductible for tax purposes. Goodwill largely consists of expected cost synergies resulting from the Merger and the Intended Business Separations, the assembled workforce of DuPont and future technology and customers. Cost synergies will be achieved through a combination of workforce consolidations and savings from actions such as procurement synergies, harmonizing energy contracts at large sites, optimizing warehouse and logistics footprints, implementing materials and maintenance best practices and leveraging existing research and development knowledge management systems. Other Intangible Assets Other intangible assets primarily consist of acquired customer-related, developed technology, trademarks and tradenames and germplasm. The preliminary customer-related value was determined using the excess earnings method while the preliminary developed technology, trademarks and tradenames and germplasm values were primarily determined utilizing the relief from royalty method. Both the excess earnings and relief from royalty methods are forms of the income approach. Refer to Note 10 for further information on other intangible assets. Deferred Income Tax Assets and Liabilities The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates in the jurisdictions in which legal title of the underlying asset or liability resides. The preliminary fair value of “Deferred income tax assets” includes a $172 million adjustment to derecognize certain historical net operating losses that will not be fully realized as a result of the Merger. Included in the fair value adjustment related to “Deferred income tax liabilities” is a $546 million adjustment reflecting a change in determination as to the reinvestment strategy of certain foreign operations of DuPont. Pension and Other Postretirement Liabilities DowDuPont recognized a pretax net liability of $8,449 million , representing the unfunded portion of DuPont’s defined-benefit pension and other postretirement benefit ("OPEB") plans. Dow and DuPont did not merge their pension and OPEB plans as a result of the Merger. Refer to Note 16 for further information on pension and OPEB. Other Assets Acquired and Liabilities Assumed DowDuPont utilized the carrying values net of allowances to value accounts and notes receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represent the fair value of those items at the Merger date. The following table provides "Net sales" and "Loss from continuing operations before income taxes" of DuPont included in the Company's results since the August 31, 2017 Merger. Included in the results from DuPont was $40 million of "Restructuring and asset related charges - net" (see Note 4 for additional information), $360 million that was recognized in "Cost of sales" as inventory was sold related to the fair value step-up of inventories and $71 million of "Integration and separation costs." DuPont Results of Operations Sep 1 - In millions Sep 30, 2017 Net sales $ 1,734 Loss from continuing operations before income taxes $ (303 ) As a condition of the European Commission ("EC"), Chinese Ministry of Commerce, Brazilian Administrative Council for Economic Defense and U.S. Department of Justice ("DOJ") approval of the Merger, Dow and DuPont were required to divest the following: Dow Merger Remedy - Divestiture of the Global Ethylene Acrylic Acid ("EAA") Copolymers and Ionomers Business On February 2, 2017, as a condition of regulatory approval of the Merger, Dow announced it would divest its global EAA copolymers and ionomers business to SK Global Chemical Co., Ltd. The divestiture included production assets located in Freeport, Texas, and Tarragona, Spain, along with associated intellectual property and product trademarks. Under terms of the purchase agreement, SK Global Chemical Co., Ltd will honor certain customer and supplier contracts and other agreements. On September 1, 2017, the sale was completed for $296 million , net of working capital adjustments, costs to sell and other adjustments, with proceeds subject to customary post-closing adjustments. In the third quarter of 2017, the Company recognized a pretax gain of $227 million on the sale, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in the Packaging & Specialty Plastics segment. EAA Copolymers and Ionomers Assets Divested on Sep 1, 2017 In millions Current assets $ 34 Net property 12 Goodwill 23 Net carrying value divested $ 69 Dow Merger Remedy - Divestiture of a Portion of Dow AgroSciences' Corn Seed Business On July 11, 2017, as a condition of regulatory approval of the Merger, Dow announced it had entered into a definitive agreement with CITIC Agri Fund to sell a select portion of Dow AgroSciences' corn seed business in Brazil, part of the Agriculture segment, for a purchase price of $1.1 billion . The agreement includes the sale of some seed processing plants and seed research centers, a copy of Dow AgroSciences' Brazilian corn germplasm bank, the MORGAN™ brand and a license for the use of the DOW SEMENTES™ brand for a certain period of time. The sale is expected to close in the fourth quarter of 2017. The Company evaluated the divestiture of the EAA copolymers and ionomers business and determined it did not represent a strategic shift that had a major effect on the Company’s operations and financial results and did not qualify as an individually significant component of the Company. The expected divestiture of a portion of Dow AgroSciences' corn seed business does not qualify as a component of the Company. As a result, these divestitures were not reported as discontinued operations. DuPont Merger Remedy - Divested Ag Business As a condition of the regulatory approval of the Merger, DuPont is required to divest certain assets related to its Crop Protection business and research and development ("R&D") organization, specifically DuPont’s Cereal Broadleaf Herbicides and Chewing Insecticides portfolios, including Rynaxypyr ® , Cyazypyr ® and Indoxacarb as well as the Crop Protection R&D pipeline and organization, excluding seed treatment, nematicides, and late-stage R&D programs. On March 31, 2017, DuPont entered into a definitive agreement (the "FMC Transaction Agreement") with FMC Corporation ("FMC"). Under the FMC Transaction Agreement, FMC will acquire the Crop Protection business and R&D assets that DuPont is required to divest in order to obtain EC approval of the Merger as described above (the "Divested Ag Business"), and DuPont has agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products, (the "Acquired H&N Business") (collectively, the "FMC Transactions"). The assets and liabilities related to the Divested Ag Business at September 30, 2017 are classified as held for sale and therefore are reported as discontinued operations in accordance with ASC 205-20, "Presentation of Financial Statements, Discontinued Operations." Earnings of the Divested Ag Business are included in “Loss from discontinued operations, net of tax" in the consolidated statements of income. On November 1, 2017, DuPont completed the FMC Transactions through the disposition of the Divested Ag Business and the acquisition of the Acquired H&N Business. The preliminary fair value, as determined by DuPont, of the Acquired H&N Business is $1,900 million . The FMC Transactions include cash consideration payment to DuPont of approximately $1,200 million , which reflects the difference in value between the Divested Ag Business and the Acquired H&N Business, subject to adjustments for inventory of the Divested Ag Business and net working capital of the Acquired H&N Business. The Company will apply the acquisition method of accounting in accordance with ASC 805, "Business Combinations," to the Acquired H&N Business which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. As a result of the very recent closing of the FMC Transactions and the Company's limited access to the Acquired H&N Business information prior to the closing, the initial accounting for the business combination is incomplete at this time. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets acquired and liabilities assumed. The results of operations of DuPont's Divested Ag Business are presented as discontinued operations as summarized below, representing activity subsequent to the Merger: Results of Operations of DuPont's Divested Ag Business Three and Nine Months Ended In millions Sep 30, 2017 Net sales $ 116 Cost of sales 110 Research and development expenses 9 Selling, general and administrative expenses 29 Loss from discontinued operations before income taxes $ (32 ) Benefit from income taxes (12 ) Loss from discontinued operations, net of tax $ (20 ) The following table presents capital expenditures of the discontinued operations related to DuPont's Divested Ag Business, representing activity subsequent to the Merger: Capital Expenditures of DuPont's Divested Ag Business Three and Nine Months Ended In millions Sep 30, 2017 Capital expenditures $ 4 The carrying amount of major classes of assets and liabilities classified as assets and liabilities held for sale at September 30, 2017 , related to DuPont's Divested Ag Business consists of the following: Carrying Values of Assets and Liabilities of DuPont's Divested Ag Business In millions Sep 30, 2017 Cash and cash equivalents $ 125 Accounts and notes receivable - net 39 Inventories 973 Other current assets 1 Net property 523 Goodwill 145 Other intangible assets 1,360 Deferred charges and other assets 5 Total assets held for sale $ 3,171 Accounts payable $ 62 Accrued and other current liabilities 13 Pension and other postretirement benefits - noncurrent 12 Other noncurrent obligations 21 Total liabilities held for sale $ 108 Unaudited Supplemental Pro Forma Information The DowDuPont unaudited pro forma results presented below were prepared pursuant to the requirements of ASC 805, "Business Combinations" and give effect to the Merger as if it had been consummated on January 1, 2016. The pro forma results have been prepared for comparative purposes only and do not necessarily represent what the revenue or results of operations would have been had the Merger been completed on January 1, 2016. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved from DowDuPont. The pro forma results include adjustments for the preliminary purchase accounting impact (including, but not limited to, depreciation and amortization associated with the acquired tangible and intangible assets, amortization of the fair value adjustment to investment in nonconsolidated affiliates, and reduction of interest expense related to the fair value adjustment to long-term debt, along with the related tax impacts), the alignment of accounting policies, and the elimination of transactions between Dow and DuPont. Other adjustments are reflected in the pro forma results as follows: • From January 1, 2016 through September 30, 2017, Dow and DuPont have collectively incurred $441 million after tax ( $536 million pre tax) of costs to prepare for and close the Merger. These Merger costs have been reflected within the results of operations in the pro forma results presented below as if they were incurred on January 1, 2016. The costs incurred related to integration and to prepare for the Intended Business Separations are reflected in the pro forma results in the period in which they were incurred. • The Company incurred an after tax charge of $253 million ( $302 million pre tax) in the third quarter of 2017 related to the fair value step-up of inventories acquired and sold, excluding the acquired inventory related to DuPont's Seed business. The 2017 pro forma results were adjusted to exclude this charge. The pro forma results for the nine months ended September 30, 2016 were adjusted to include this charge, as well as estimated charges of $769 million after tax ( $868 million pre tax) related to the remaining fair value step-up of inventories to be sold, excluding acquired inventory related to DuPont's Seed business. • To align with seasonality, charges related to the fair value step-up of acquired inventory related to DuPont’s Seed business are reflected in the pro forma results based on actual quantity of units sold during those periods as if the fair value step-up of inventories had occurred on January 1, 2016. Accordingly, $35 million after tax ( $50 million pre tax) and $273 million after tax ( $393 million pre tax) of charges for the three and nine months ended September 30, 2017 and $105 million after tax ( $151 million pre tax) and $1,102 million after tax ( $1,495 million pre tax) of charges for the three and nine months ended September 30, 2016 are reflected in the pro forma results. • The pro forma results for the nine months ended September 30, 2016 were adjusted to include charges related to change-in-control provisions within a U.S. non-qualified pension plan for Dow and within other certain employee agreements as if they were incurred on January 1, 2016. The majority of these charges represent a pension settlement charge of approximately $300 million after tax ( $450 million pre tax) expected to be recorded in the fourth quarter of 2017. See Note 16 for further information. • The 2017 pro forma results were adjusted to exclude a $170 million after tax charge incurred in September 2017 related to the impact of change in tax attributes. The pro forma results for the nine months ended September 30, 2016, were adjusted to include this charge as if it were incurred on January 1, 2016. The unaudited pro forma results for all periods presented below exclude the results of operations of the DuPont Divested Ag Business as this divestiture is reflected as discontinued operations. The Dow global EAA copolymers and ionomers business, through August 31, 2017, and Dow Agrosciences’ corn seed business divestitures are included in the results from continuing operations in the unaudited pro forma results presented below, for all periods presented, as these divestitures do not qualify for discontinued operations. DowDuPont Pro Forma Results of Operations Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Net sales $ 18,319 $ 17,109 $ 59,620 $ 53,388 Income from continuing operations, net of tax $ 762 $ 516 $ 4,351 $ 2,744 Earnings per common share from continuing operations - basic $ 0.31 $ 0.18 $ 1.82 $ 1.08 Earnings per common share from continuing operations - diluted $ 0.31 $ 0.18 $ 1.80 $ 1.07 Integration and Separation Costs "Integration and separation costs" have been and are expected to be significant. The Company incurred "Integration and separation costs" for the three months ended September 30, 2017 of $354 million ( $127 million for the three months ended September 30, 2016) and $599 million for the nine months ended September 30, 2017 ( $228 million for the nine months ended September 30, 2016). These costs to date primarily have consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the Merger, post-merger integration and separation, and ownership restructure of Dow Corning. While the Company has assumed that a certain level of expenses would be incurred, there are many factors that could affect the total amount or the timing of these expenses, and many of the expenses that will be incurred are, by their nature, difficult to estimate. Ownership Restructure of Dow Corning On June 1, 2016, Dow announced the closing of the transaction with Corning Incorporated ("Corning"), Dow Corning and HS Upstate Inc., (“Splitco”), pursuant to which Corning exchanged with Dow Corning its 50 percent equity interest in Dow Corning for 100 percent of the stock of Splitco which held Corning's historical proportional interest in the Hemlock Semiconductor Group ("HSC Group") and approximately $4.8 billion in cash (the “DCC Transaction”). As a result of the DCC Transaction, Dow Corning, previously a 50 : 50 joint venture between Dow and Corning, became a wholly owned subsidiary of Dow. At June 1, 2016, Dow's equity interest in Dow Corning, excluding the HSC Group, was $1,968 million . This equity interest was remeasured to fair value. As a result, Dow recognized a non-taxable gain of $2,445 million in the second quarter of 2016, net of closing costs and other comprehensive loss related to Dow's interest in Dow Corning. The gain was included in "Sundry income (expense) - net" and related to Performance Materials & Coatings ( $1,617 million ), Electronics & Imaging ( $512 million ) and Transportation & Advanced Polymers ( $316 million ). Dow recognized a tax benefit of $141 million on the DCC Transaction in the second quarter of 2016, primarily due to the reassessment of a previously recognized deferred tax liability on the basis difference in Dow’s investment in Dow Corning. Dow utilized an income approach with a discounted cash flow model to determine the fair value of Dow Corning. The valuation process resulted in a fair value of $9,636 million . The following table summarizes the fair values of Dow Corning's assets and liabilities, excluding the HSC Group, which are now fully consolidated by Dow. The valuation process was complete at December 31, 2016. Dow Corning Assets Acquired and Liabilities Assumed on Jun 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 developed technology, $2 million of software and $1,755 million of customer-related intangibles. 2. Includes pension and other postretirement benefits as well as long-term disability obligations. The DCC Transaction resulted in the recognition of $3,229 million of goodwill which is not deductible for tax purposes. Goodwill largely consists of expected synergies resulting from the DCC Transaction. Cost synergies will be achieved through a combination of workforce consolidation and savings from actions such as harmonizing energy contracts at large sites, optimizing warehouse and logistics footprints, implementing materials and maintenance best practices, combining information technology service structures and leveraging existing research and development knowledge management systems. The fair value of "Accounts and notes receivable - Trade" acquired was $647 million , with gross amounts receivable of $654 million . The fair value step-up in "Inventories" acquired was an increase of $317 million , which was expensed to "Cost of sales" over a three-month period beginning on June 1, 2016, and reflected in the Performance Materials & Coatings ( $213 million ), Electronics & Imaging ( $69 million ) and Transportation & Advanced Polymers ( $35 million ) segments. Liabilities assumed from Dow Corning on June 1, 2016, included certain contingent liabilities relating to breast implant and other product liability claims which were valued at $290 million and included in "Other noncurrent obligations" and commercial creditor issues which were valued at $105 million and included in “Accrued and other current liabilities” in the consolidated balance sheets. See Note 13 for additional information on these contingent liabilities. Gross operating loss carryforwards of $568 million were assumed from Dow Corning on June 1, 2016. The operating loss carryforwards expire either in years beyond 2020 or have an indefinite carryforward period. The Company evaluated the disclosure requirements under ASC 805, "Business Combinations," and determined the DCC Transaction was not considered a material business combination for purposes of disclosing the revenue and earnings of Dow Corning since the date of the ownership restructure as well as supplemental pro forma information. Beginning in June 2016, the results of Dow Corning, excluding the HSC Group, are fully consolidated in Dow’s consolidated statements of income. Prior to June 2016, Dow’s 50 percent share of Dow Corning’s results of operations was reported in “Equity in earnings of nonconsolidated affiliates” in the consolidated statements of income. The results of the HSC Group continue to be treated as an equity method investment and are reported as “Equity in earnings of nonconsolidated affiliates” in the consolidated statements of income. |
RESTRUCTURING AND ASSET RELATED
RESTRUCTURING AND ASSET RELATED CHARGES | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET RELATED CHARGES | RESTRUCTURING AND ASSET RELATED CHARGES DowDuPont Cost Synergy Program In September 2017, the Company approved initial post-merger actions under the DowDuPont Cost Synergy Program (the "Synergy Program") which is designed to integrate and optimize the organization following the Merger and Intended Business Separations. As a result of these actions, the Company recorded pretax restructuring charges of $179 million in the third quarter of 2017, comprised of severance and related benefit costs. These actions are expected to be substantially completed by September 30, 2019. The impact of these charges is shown as "Restructuring and asset related charges - net" in the consolidated statements of income and reflected in Corporate. The following table summarizes the activities related to the Company's 2017 restructuring reserve, which is included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. 2017 Restructuring Activities Severance and Related Benefit Costs In millions 2017 restructuring charges $ 179 Cash payments (20 ) Non-cash compensation (7 ) Reserve balance at Sep 30, 2017 $ 152 Subsequent Event On November 1, 2017, DowDuPont's Board of Directors (the “Board”) approved restructuring actions under the Synergy Program. The Company expects to record total pretax restructuring charges of about $2 billion , comprised of approximately $875 million to $975 million of severance and related benefits costs; $450 million to $800 million of asset related charges, and $400 million to $450 million of costs related to contract terminations. Current estimated total pretax restructuring charges include the $180 million recorded in the third quarter of 2017, comprised of severance and related benefit costs. The Company expects to record pretax restructuring charges of approximately $1 billion in the fourth quarter of 2017, with the remaining restructuring charges to be incurred by the end of 2019. The Synergy Program includes certain asset actions, including strategic decisions regarding the cellulosic biofuel business reflected in the preliminary fair value measurement of DuPont’s assets as of the merger date. Current estimated total pretax restructuring charges could be impacted by future adjustments to the preliminary fair value of DuPont’s assets. The Company expects to incur additional costs in the future related to its restructuring activities, as the Company continually looks for ways to enhance the efficiency and cost effectiveness of its operations, and to ensure competitiveness across its businesses and geographic areas. Future costs are expected to include demolition costs related to closed facilities and restructuring plan implementation costs; these costs will be recognized as incurred. The Company also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time. Restructuring Plans Initiated Prior to Merger Dow 2016 Restructuring Plan On June 27, 2016, the Board of Directors of Dow approved a restructuring plan that incorporated actions related to the ownership restructure of Dow Corning. These actions, aligned with Dow's value growth and synergy targets, will result in a global workforce reduction of approximately 2,500 positions, with most of these positions resulting from synergies related to the ownership restructure of Dow Corning. These actions are expected to be substantially completed by June 30, 2018. As a result of these actions, Dow recorded pretax restructuring charges of $449 million in the second quarter of 2016 consisting of severance and related benefit costs of $268 million , asset related charges and other of $153 million and costs associated with exit and disposal activities of $28 million . The impact of these charges is shown as "Restructuring and asset related charges - net" in the consolidated statements of income and reflected in the segment results in the table that follows. The table also summarizes the activities related to Dow's 2016 restructuring reserve, which is included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. 2016 Restructuring Activities Severance and Related Benefit Costs Asset Related Charges and Other Costs Associated with Exit and Disposal Activities Total In millions Performance Materials & Coatings $ — $ 27 $ 15 $ 42 Industrial Intermediates & Infrastructure — 70 13 83 Packaging & Specialty 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 Dec 31, 2016 $ 201 $ — $ 27 $ 228 Adjustments to the reserve 1 — — (3 ) (3 ) Cash payments (141 ) — — (141 ) Reserve balance at Sep 30, 2017 $ 60 $ — $ 24 $ 84 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income and reflected in the Performance Materials & Coatings segment. Severance and Related Benefit Costs The restructuring charge included severance and related benefit costs of $268 million for the separation of approximately 2,500 employees under the terms of Dow's ongoing benefit arrangements, primarily by June 30, 2018. These costs were charged against Corporate. At December 31, 2016, severance of $67 million was paid, leaving a liability of $201 million for approximately 1,700 employees. In the first nine months of 2017, severance of $141 million was paid, leaving a liability of $60 million for approximately 630 employees at September 30, 2017 . Asset Related Charges and Other Asset related charges and other recorded in the second quarter of 2016 totaled $153 million . Details regarding the asset related charges and other are as follows: • Dow recorded a charge of $70 million for asset write-downs and write-offs including the shutdown of a 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 Industrial Intermediates & Infrastructure. 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, Dow recorded a charge of $25 million , reflected in Performance Materials & Coatings. • Dow 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 Performance Materials & Coatings ( $2 million ), Packaging & Specialty Plastics ( $10 million ) and Corporate ( $21 million ). The manufacturing facility was shut down in the second quarter of 2016. Costs Associated with Exit and Disposal Activities The restructuring charges for costs associated with exit and disposal activities, including contract cancellation penalties, environmental remediation and warranty liabilities, totaled $28 million in the second quarter of 2016, impacting Industrial Intermediates & Infrastructure ( $13 million ) and Performance Materials & Coatings ( $15 million ). Dow 2015 Restructuring Plan The 2015 restructuring activities were substantially completed at June 30, 2017, with remaining liabilities for severance and related benefit costs and costs associated with exit and disposal activities to be settled over time. Adjustments to Dow's 2015 Restructuring Plan The following table summarizes adjustments made to the 2015 restructuring reserve for the three- and nine-month periods ended September 30, 2017 and 2016. Adjustments to the 2015 Restructuring Reserve 1 Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Severance and related benefit credits 2 $ — $ — $ (9 ) $ — Asset related credits and other 3 $ — $ (1 ) $ — $ (3 ) Costs (credits) associated with exit and disposal activities 4 $ — $ 1 $ (1 ) $ 6 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. 2. The adjustment for the nine months ended September 30, 2017, was reflected in Corporate. 3. The adjustments for the three- and nine-month periods ended September 30, 2016, were reflected in Safety & Construction. 4. The adjustment for the three months ended September 30, 2016, was reflected in Agriculture. The adjustment for the nine months ended September 30, 2017, was reflected in Agriculture (reflected in Agriculture ( $5 million ) and Nutrition & Biosciences ( $1 million ) for the nine months ended September 30, 2016). Severance and Related Benefit Costs The severance component of the 2015 restructuring charge of $235 million was for the separation of approximately 2,250 positions under the terms of Dow's ongoing benefit arrangements. These costs were charged against Corporate. At December 31, 2016, severance of $190 million was paid, leaving a liability of $45 million for approximately 290 employees. In the first six months of 2017, severance of $33 million was paid and Dow recorded a favorable adjustment of $9 million to the severance reserve, leaving a liability of $3 million for approximately 40 employees at June 30, 2017. |
SUPPLEMENTARY INFORMATION
SUPPLEMENTARY INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY INFORMATION | SUPPLEMENTARY INFORMATION The Company uses "Sundry income (expense) – net" to record a variety of income and expense items such as foreign exchange gains and losses, interest income, dividends from investments, gains and losses on sales of investments and assets, and certain litigation matters. During the three months ended September 30, 2017 , "Sundry income (expense) - net" was income of $361 million (income of $22 million during the three months ended September 30, 2016 ). During the nine months ended September 30, 2017 , "Sundry income (expense) - net" was income of $237 million (income of $1,369 million during the nine months ended September 30, 2016 ). The following table provides the most significant transactions recorded in "Sundry income (expense) - net" for the three- and nine- month periods ended September 30, 2017 and 2016. Sundry Income (Expense) - Net Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Gain on Dow's divestiture of the EAA copolymers and ionomers business 1 $ 227 $ — $ 227 $ — Foreign exchange gains (losses) $ 72 $ (37 ) $ 16 $ (102 ) Interest income $ 39 $ 26 $ 86 $ 64 Gain on sales of other assets and investments $ 11 $ 45 $ 148 $ 130 Gain related to Dow's Nova patent infringement award 2 $ — $ — $ 137 $ — Loss related to Dow's Bayer CropScience arbitration matter 2 $ — $ — $ (469 ) $ — Gain on Dow's ownership restructure of Dow Corning 1 $ — $ — $ — $ 2,445 Settlement of Dow's urethane matters class action lawsuit and opt-out cases 2 $ — $ — $ — $ (1,235 ) Obligation related to the split-off of Dow's chlorine value chain $ — $ (33 ) $ — $ (33 ) 1. See Note 3 for additional information. 2. See Note 13 for additional information. Accrued and Other Current Liabilities “Accrued and other current liabilities” were $7,849 million at September 30, 2017 and $4,481 million at December 31, 2016. Components of "Accrued and other current liabilities" that were more than 5 percent of total current liabilities were: Accrued and Other Current Liabilities Sep 30, 2017 Dec 31, 2016 In millions Accrued payroll $ 1,676 $ 1,105 Employee retirement plans 1 $ 1,490 $ 364 1. See Note 16 for additional information. Other Noncurrent Obligations Dow received $524 million in the third quarter of 2017 for advance payments from customers related to long-term ethylene supply agreements, of which $12 million was classified as "Accrued and other current liabilities" and $512 million was classified as "Other noncurrent obligations" in the consolidated balance sheets at September 30, 2017. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES As a result of the Merger and subsequent change in ownership, certain net operating loss carryforwards available for Dow's consolidated German tax group were derecognized. In addition, the sale of stock between two Dow consolidated subsidiaries in 2014 created a gain that was initially deferred for tax purposes. This deferred gain became taxable as a result of activities executed in anticipation of the Intended Business Separations. As a result, in the third quarter of 2017, the Company decreased “Deferred income tax assets” in the consolidated balance sheets and recorded a charge to “Provision for income taxes on continuing operations” in the consolidated statements of income of $267 million . The total amount of gross unrecognized tax benefits for uncertain tax positions of the Company, including positions impacting only the timing of tax benefits, was $504 million at September 30, 2017 and $231 million at December 31, 2016 . Gross uncertain tax benefits increased substantially as a result of the Merger, due to inclusion of DuPont's historical uncertain tax positions. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $377 million at September 30, 2017 and $223 million at December 31, 2016 . Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. It is reasonably possible that changes to the Company's global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made. |
EARNINGS PER SHARE CALCULATIONS
EARNINGS PER SHARE CALCULATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE CALCULATIONS | EARNINGS PER SHARE CALCULATIONS The following tables provide earnings per share calculations for the three- and nine-month periods ended September 30, 2017 and 2016 : Net Income for Earnings Per Share Calculations - Basic Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 Net income attributable to noncontrolling interests (20 ) (14 ) (85 ) (54 ) Preferred stock dividends 1 — (85 ) — (255 ) Net income attributable to participating securities 2 (3 ) (4 ) (13 ) (23 ) Income from continuing operations attributable to common stockholders $ 531 $ 715 $ 2,730 $ 3,988 Loss from discontinued operations, net of tax (20 ) — (20 ) — Net income attributable to common stockholders $ 511 $ 715 $ 2,710 $ 3,988 Earnings Per Share Calculations - Basic Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Dollars per share Income from continuing operations attributable to common stockholders $ 0.33 $ 0.64 $ 2.05 $ 3.60 Loss from discontinued operations, net of tax (0.01 ) — (0.01 ) — Net income attributable to common stockholders $ 0.32 $ 0.64 $ 2.04 $ 3.60 Net Income for Earnings Per Share Calculations - Diluted Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 Net income attributable to noncontrolling interests (20 ) (14 ) (85 ) (54 ) Preferred stock dividends 1,3 — (85 ) — — Net income attributable to participating securities 2 (3 ) (4 ) (13 ) (23 ) Income from continuing operations attributable to common stockholders $ 531 $ 715 $ 2,730 $ 4,243 Loss from discontinued operations, net of tax (20 ) — (20 ) — Net income attributable to common stockholders $ 511 $ 715 $ 2,710 $ 4,243 Earnings Per Share Calculations - Diluted Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Dollars per share Income from continuing operations attributable to common stockholders $ 0.33 $ 0.63 $ 2.02 $ 3.48 Loss from discontinued operations, net of tax (0.01 ) — (0.01 ) — Net income attributable to common stockholders $ 0.32 $ 0.63 $ 2.01 $ 3.48 Share Count Information Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Shares in millions Weighted-average common shares - basic 4 1,577.8 1,112.4 1,330.7 1,108.8 Plus dilutive effect of equity compensation plans 4 17.5 15.0 18.1 14.8 Plus dilutive effect of assumed conversion of preferred stock 1,5 — — — 96.8 Weighted-average common shares - diluted 4 1,595.3 1,127.4 1,348.8 1,220.4 Stock options and deferred stock awards excluded from EPS calculations 6 2.2 — 1.8 2.5 1. On December 30, 2016, Dow converted all shares of its Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of Dow common stock. As a result of this conversion, no shares of Dow's Preferred Stock are issued or outstanding. See Note 14 for additional information. 2. Deferred stock awards are considered participating securities due to the Company's practice of paying dividend equivalents on unvested shares. 3. Preferred Stock dividends were not added back in the calculation of diluted earnings per share for the three-month period ended September 30, 2016, because the effect of adding them back would have been antidilutive. 4. As a result of the Merger, the share amounts in the three- and nine-month periods ended September 30, 2017, reflect a weighted averaging effect of Dow shares outstanding prior to August 31, 2017 and DowDuPont shares outstanding on and after August 31, 2017. 5. Conversion of Preferred Stock into Dow's common stock was excluded from the calculation of diluted earnings per share for the three-month period ended September 30, 2016, because the effect of including them would have been antidilutive. 6. These outstanding options to purchase shares of common stock and deferred stock awards were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The following table provides a breakdown of inventories: Inventories Sep 30, 2017 Dec 31, 2016 In millions Finished goods $ 9,094 $ 4,230 Work in process 5,221 1,510 Raw materials 1,365 853 Supplies 1,210 823 Total $ 16,890 $ 7,416 Adjustment of inventories to a LIFO basis 365 (53 ) Total inventories $ 17,255 $ 7,363 Total inventories increased $9,892 million from December 31, 2016 , primarily due to the Merger. See Note 3 for additional information. |
PROPERTY
PROPERTY | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY | PROPERTY The following table provides a breakdown of property: Property 1 Estimated Useful Lives (Years) Sep 30, 2017 Dec 31, 2016 In millions Land and land improvements 0-25 $ 3,479 $ 2,524 Buildings 1-50 8,389 5,935 Machinery and equipment 1-25 48,174 38,499 Other property 3-50 5,218 4,380 Construction in progress — 6,967 6,100 Total property $ 72,227 $ 57,438 1. Prior year data has been updated to conform to the current year presentation. The increase in property is primarily due to the Merger. In connection with the Merger, the Company recorded $12,122 million of property representing the preliminary fair value at the Merger date. See Note 3 for additional information on this transaction. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The Company changed its reportable segments as a result of the Merger to reflect the manner in which the Company's chief operating decision maker assesses performance and allocates resources. Effective with the Merger, the Company also updated its reporting units to align with the level at which discrete financial information is available for review by management. In connection with the Merger, the Company recorded $45,501 million of goodwill, representing the preliminary fair value as of effective date of the Merger. Goodwill resulting from the Merger was assigned to reporting units based on the acquisition method of accounting and is considered preliminary. For the remaining goodwill balance, a relative fair value method was used to reallocate goodwill for reporting units the composition of which had changed. The following table reflects the carrying amounts of goodwill by reportable segment. Prior year data has been updated to conform to the current year presentation. Goodwill Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Total In millions Net goodwill at Dec 31, 2016 $ 1,472 $ 4,918 $ 1,085 $ 1,518 $ 4,155 $ 340 $ 601 $ 1,183 $ 15,272 Goodwill recognized from the Merger 1 13,109 — — 3,617 3,942 10,522 8,042 6,269 45,501 Sale of SKC Haas Display Films 2 — — — — (34 ) — — — (34 ) Divestiture of EAA copolymers and ionomers business 3 — — — (23 ) — — — — (23 ) Other (11 ) — — (1 ) — — — — (12 ) Foreign currency impact (89 ) 179 14 18 7 (91 ) (33 ) (11 ) (6 ) Net goodwill at Sep 30, 2017 $ 14,481 $ 5,097 $ 1,099 $ 5,129 $ 8,070 $ 10,771 $ 8,610 $ 7,441 $ 60,698 1. Final determination of the goodwill value assignment may result in adjustments to the preliminary value recorded. 2. On June 30, 2017, Dow sold its ownership interest in the SKC Haas Display Films group of companies. See Note 15 for additional information. 3. On September 1, 2017, Dow divested its global EAA copolymers and ionomers business to SK Global Chemical Co., Ltd. See Note 3 for additional information. As part of its 2016 annual goodwill impairment testing, Dow performed additional sensitivity analysis which indicated that the fair value of the Dow Coating Materials reporting unit (now part of Coatings & Performance Monomers) did not significantly exceed its carrying amount. Dow has continued to monitor the performance of the Coatings & Performance Monomers reporting unit, as benchmarked against its long-term financial plan, and evaluates industry and company-specific circumstances which affect the financial results of this reporting unit, including customer consolidation, changes in demand growth in certain end-markets, fluctuations in sales growth in emerging geographies and results of new product launches. At September 30, 2017, the Company concluded that no events or changes in circumstances have occurred which would indicate that the fair value of the Coatings & Performance Monomers reporting unit has more likely than not been reduced below its carrying amount. The long-term financial plan for the Coatings & Performance Monomers reporting unit, which underlies the above conclusion, contains numerous assumptions including, but not limited to: expected market growth rates; success of sales and marketing efforts; commercialization of innovation programs; benefit of cost reduction programs; availability of capital and expense resources to execute growth initiatives; impact of competitor actions; industry supply and demand balances; and, macroeconomic factors such as foreign currency exchange rates and interest rates. If the Coatings & Performance Monomers reporting unit does not achieve the financial performance that the Company expects, it is reasonably possible that an impairment of goodwill may result. An annual goodwill impairment test for the Coatings & Performance Monomers reporting unit will be completed during the fourth quarter of 2017. At September 30, 2017, the Coatings & Performance Monomers reporting unit had goodwill of $2,509 million . Other Intangible Assets The following table provides information regarding the Company's other intangible assets: Other Intangible Assets 1 Sep 30, 2017 Dec 31, 2016 In millions Gross Carrying Amount Accum Amort Net Gross Carrying Amount Accum Amort Net Intangible assets with finite lives: Developed technology $ 7,371 $ (1,628 ) $ 5,743 $ 3,254 $ (1,383 ) $ 1,871 Software 1,398 (759 ) 639 1,336 (696 ) 640 Trademarks/tradenames 1,768 (558 ) 1,210 696 (503 ) 193 Customer-related 14,378 (1,889 ) 12,489 4,806 (1,567 ) 3,239 Microbial cell factories 2 430 (2 ) 428 — — — Other 3 540 (154 ) 386 168 (146 ) 22 Total other intangible assets with finite lives $ 25,885 $ (4,990 ) $ 20,895 $ 10,260 $ (4,295 ) $ 5,965 Intangible assets with indefinite lives: In-process research and development ("IPR&D") 716 — 716 61 — 61 Germplasm 4 6,773 — 6,773 — — — Trademarks/tradenames 5,036 — 5,036 — — — Total other intangible assets $ 38,410 $ (4,990 ) $ 33,420 $ 10,321 $ (4,295 ) $ 6,026 1. Prior year data has been updated to conform with current year presentation. 2. Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The Company recognized the microbial cell factories as intangible assets upon the Merger. 3. Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements. 4. Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The Company recognized germplasm as an intangible asset upon the Merger. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life. In connection with the Merger, the Company recorded $27,844 million of intangible assets, as shown in the table below, representing the preliminary fair values at the Merger date. See Note 3 for additional information on this transaction. Merger Intangible Assets Gross Carrying Amount Weighted-average Amort Period (years) In millions Intangible assets with finite lives: Developed technology $ 4,124 12 Trademarks/tradenames 1,073 12 Customer-related 9,434 18 Microbial cell factories 430 23 Other 294 15 Total other intangible assets with finite lives $ 15,355 Intangible assets with indefinite lives: IPR&D 655 Germplasm 6,773 Trademarks/tradenames 5,061 Total other intangible assets $ 27,844 In the second quarter of 2016, Dow wrote off $11 million of IPR&D as part of the Dow 2016 Restructuring Plan. The following table provides information regarding amortization expense related to intangible assets: Amortization Expense Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Other intangible assets, excluding software $ 244 $ 162 $ 556 $ 387 Software, included in "Cost of sales" $ 21 $ 18 $ 61 $ 55 Total estimated amortization expense for 2017 and the five succeeding fiscal years is as follows: Estimated Amortization Expense In millions 2017 $ 1,239 2018 $ 1,831 2019 $ 1,749 2020 $ 1,701 2021 $ 1,654 2022 $ 1,576 |
TRANSFERS OF FINANCIAL ASSETS
TRANSFERS OF FINANCIAL ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Transfers and Servicing [Abstract] | |
TRANSFERS OF FINANCIAL ASSETS | TRANSFERS OF FINANCIAL ASSETS Dow sells trade accounts receivable of select North American entities and qualifying trade accounts receivable of select European entities on a revolving basis to certain multi-seller commercial paper conduit entities ("conduits"). The proceeds received are comprised of cash and interests in specified assets of the conduits (the receivables sold by Dow) that entitle Dow to the residual cash flows of such specified assets in the conduits after the commercial paper has been repaid. Neither the conduits nor the investors in those entities have recourse to other assets of Dow in the event of nonpayment by the debtors. Dow's interests in the conduits are carried at fair value and included in “Accounts and notes receivable - Other” in the consolidated balance sheets. Fair value of the interests is determined by calculating the expected amount of cash to be received and is based on unobservable inputs (a Level 3 measurement). The key input in the valuation is the percentage of anticipated credit losses in the portfolio of receivables sold that have not yet been collected. Given the short-term nature of the underlying receivables, discount rates and prepayments are not factors in determining the fair value of the interests. The following table summarizes the carrying value of interests held, which represents Dow's maximum exposure to loss related to the receivables sold, and the percentage of anticipated credit losses related to the trade accounts receivable sold. Also provided is the sensitivity of the fair value of the interests held to hypothetical adverse changes in the anticipated credit losses; amounts shown below are the corresponding hypothetical decreases in the carrying value of interests. Interests Held Sep 30, 2017 Dec 31, 2016 In millions Carrying value of interests held $ 1,839 $ 1,237 Percentage of anticipated credit losses 0.87 % 0.36 % Impact to carrying value - 10% adverse change $ 1 $ 1 Impact to carrying value - 20% adverse change $ 2 $ 1 Credit losses, net of any recoveries, on receivables sold were insignificant for the three- and nine-month periods ended September 30, 2017 and September 30, 2016 . Following is an analysis of certain cash flows between Dow and the conduits: Cash Proceeds Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Collections reinvested in revolving receivables $ 6,295 $ 5,783 $ 18,027 $ 15,760 Interests in conduits 1 $ 135 $ 129 $ 939 $ 882 1. Presented in "Operating Activities" in the consolidated statements of cash flows. Following is additional information related to the sale of receivables under these facilities: Trade Accounts Receivable Sold Sep 30, 2017 Dec 31, 2016 In millions Delinquencies on sold receivables still outstanding $ 128 $ 86 Trade accounts receivable outstanding and derecognized $ 2,865 $ 2,257 |
NOTES PAYABLE, LONG-TERM DEBT A
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES | NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES The Company’s outstanding long-term debt resides with its subsidiaries, Dow and DuPont (the "Subsidiaries"). The Company does not guarantee any of the debt obligations of the Subsidiaries. The following tables summarize the consolidated notes payable and long-term debt of the Subsidiaries: Notes Payable Sep 30, 2017 Dec 31, 2016 In millions Dow DuPont Total Commercial paper $ 249 $ 3,244 $ 3,493 $ — Notes payable to banks and other lenders 1 293 1,348 1,641 225 Notes payable to related companies 42 — 42 44 Notes payable trade — — — 3 Total notes payable $ 584 $ 4,592 $ 5,176 $ 272 Period-end average interest rates 4.12 % 1.70 % 4.60 % 1. Includes outstanding borrowings under DuPont's committed receivable repurchase facility of $1,300 million at September 30, 2017 . Long-Term Debt Sep 30, 2017 2016 Weighted Average Rate Dec 31, 2016 In millions Dow Weighted Average Rate Dow DuPont Weighted Average Rate DuPont Total Promissory notes and debentures: Final maturity 2017 9.80 % $ 3 — % $ — $ 3 6.06 % $ 442 Final maturity 2018 5.78 % 339 1.59 % 1,293 1,632 5.78 % 339 Final maturity 2019 8.55 % 2,122 2.23 % 525 2,647 8.55 % 2,122 Final maturity 2020 4.46 % 1,547 1.78 % 3,079 4,626 4.46 % 1,547 Final maturity 2021 4.71 % 1,424 2.07 % 1,586 3,010 4.72 % 1,424 Final maturity 2022 3.00 % 1,252 — % — 1,252 3.00 % 1,250 Final maturity 2023 and thereafter 5.99 % 7,188 3.32 % 3,496 10,684 5.98 % 7,199 Other facilities: U.S. dollar loans, various rates and maturities 2.26 % 4,580 2.27 % 1,019 5,599 1.60 % 4,595 Foreign currency loans, various rates and maturities 3.12 % 862 2.84 % 30 892 3.42 % 882 Medium-term notes, varying maturities through 2043 3.86 % 995 0.98 % 110 1,105 3.82 % 1,026 Tax-exempt bonds, varying maturities through 2038 5.66 % 343 — % — 343 5.66 % 343 Capital lease obligations — 281 — 5 286 — 295 Unamortized debt discount and issuance costs — (354 ) — — (354 ) — (373 ) Long-term debt due within one year 1 — (578 ) — (1,328 ) (1,906 ) — (635 ) Long-term debt $ 20,004 $ 9,815 $ 29,819 $ 20,456 1. Presented net of current portion of unamortized debt issuance costs. Maturities of Long-Term Debt for Next Five Years at Sep 30, 2017 Dow 1 DuPont Total In millions 2017 $ 78 $ 2 $ 80 2018 $ 752 $ 1,284 $ 2,036 2019 $ 6,934 $ 1,505 $ 8,439 2020 $ 1,831 $ 3,005 $ 4,836 2021 $ 1,561 $ 1,505 $ 3,066 2022 $ 1,497 $ 2 $ 1,499 1. Assumes the option to extend a term loan facility related to the DCC Transaction will be exercised. 2017 Activity In the first nine months of 2017 , Dow redeemed $436 million of 6.0 percent notes that matured on September 15, 2017, and $31 million aggregate principal amount of International Notes ("InterNotes") at maturity. In addition, approximately $60 million of Dow's long-term debt was repaid by consolidated variable interest entities. In connection with the Merger, the fair value of debt assumed was $15,197 million and is reflected in the preceding Notes Payable and Long-Term Debt tables. See Note 3 for additional information. 2016 Activity In the first nine months of 2016 , Dow redeemed $349 million of 2.5 percent notes that matured on February 15, 2016 , and $52 million principal amount of InterNotes at maturity. In addition, approximately $72 million of Dow's long-term debt (net of $28 million of additional borrowings) was repaid by consolidated variable interest entities. As part of the DCC Transaction, the fair value of debt assumed by Dow was $4,672 million . See Note 3 for additional information. Available Credit Facilities The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at Sep 30, 2017 In millions Subsidiary Effective Date Committed Credit Credit Available Maturity Date Interest Five Year Competitive Advance and Revolving Credit Facility Dow March 2015 $ 5,000 $ 5,000 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2018 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 280 280 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 200 200 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow May 2016 200 200 May 2018 Floating Rate Bilateral Revolving Credit Facility Dow July 2016 200 200 July 2018 Floating Rate Bilateral Revolving Credit Facility Dow August 2016 100 100 August 2018 Floating Rate DCC Term Loan Facility 1 Dow February 2016 4,500 — December 2019 Floating Rate DuPont Revolving Credit Facility DuPont March 2016 3,000 2,945 May 2019 Floating Rate DuPont Term Loan Facility DuPont March 2016 4,500 3,500 March 2019 Floating Rate DuPont Repurchase Facility DuPont January 2017 1,300 — November 2017 Floating Rate Total Committed and Available Credit Facilities $ 19,680 $ 12,825 1. Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of Dow as of June 1, 2016. DCC Term Loan Facility In connection with the DCC Transaction, on May 31, 2016, Dow Corning incurred $4.5 billion of indebtedness under a certain third party credit agreement ("DCC Term Loan Facility") in order to fund the contribution of cash to Splitco. Subsequent to the DCC Transaction, Dow guaranteed the obligations of Dow Corning under the DCC Term Loan Facility and, as a result, the covenants and events of default applicable to the DCC Term Loan Facility are substantially similar to the covenants and events of default set forth in Dow's Five Year Competitive Advance and Revolving Credit Facility. In the second quarter of 2017, Dow Corning exercised a 364 -day extension option making amounts borrowed under the DCC Term Loan Facility repayable on May 29, 2018, subject to a 19 -month extension option, at Dow Corning’s election, upon satisfaction of certain customary conditions precedent. Dow Corning intends to exercise the extension option on the DCC Term Loan Facility. See Note 3 for additional information on the DCC Transaction. DuPont Term Loan Facility In March 2016, DuPont entered into a credit agreement that provides for a three -year, senior unsecured term loan facility in the aggregate principal amount of $4.5 billion (as amended from time to time, the "Term Loan Facility"). In the first quarter of 2017, the Term Loan Facility was amended to extend the date on which the commitment to lend terminates. As a result, DuPont may make up to seven term loan borrowings through July 27, 2018; amounts repaid or prepaid are not available for subsequent borrowings. The Term Loan Facility matures in March 2019 at which time all outstanding borrowings, including accrued but unpaid interest, become immediately due and payable. At September 30, 2017, DuPont had borrowed $1.0 billion and had unused commitments of $3.5 billion under the Term Loan Facility. DuPont may elect to borrow under the Term Loan Facility to meet its short-term liquidity needs. In October 2017, under the Term Loan Facility, DuPont borrowed $500 million at the London interbank offered rate ("LIBOR"), primarily to pay down commercial paper. DuPont Repurchase Facility In January 2017, DuPont entered into a committed receivable repurchase agreement of up to $1,300 million (the "DuPont Repurchase Facility"). The DuPont Repurchase Facility is structured to account for the seasonality of the agricultural business and expires on November 30, 2017. Under the DuPont Repurchase Facility, DuPont may sell a portfolio of available and eligible outstanding customer notes receivables within the Agriculture segment to participating institutions and simultaneously agree to repurchase such notes receivable at a future date. The DuPont Repurchase Facility is considered a secured borrowing with the customer notes receivables utilized as collateral. The amount of collateral required equals 105 percent of the outstanding borrowing amounts. Borrowings under the DuPont Repurchase Facility have an interest rate of LIBOR plus 0.75 percent . At September 30, 2017 , $1,365 million of notes receivable, included in "Accounts and notes receivable - Trade", were pledged as collateral against outstanding borrowings under the DuPont Repurchase Facility of $1,300 million , included in "Notes payable" in the consolidated balance sheets. Debt Covenants and Default Provisions The Subsidiaries outstanding long-term debt obligations have been issued primarily under indentures which contain, among other provisions, certain customary restrictive covenants with which each of the Subsidiaries must comply while the underlying notes are outstanding. Failure of either Dow or DuPont to comply with any of its respective covenants, could result in a default under the applicable indenture and allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the underlying notes. Dow Debt Covenants and Default Provisions Dow's indenture covenants include obligations to not allow liens on principal U.S. manufacturing facilities, enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, merge or consolidate with any other corporation, or sell, lease or convey, directly or indirectly, all or substantially all of Dow's assets. The outstanding debt also contains customary default provisions. Dow’s primary, private credit agreements also contain certain customary restrictive covenant and default provisions in addition to the covenants set forth above with respect to Dow's debt. Significant other restrictive covenants and default provisions related to these agreements include: (a) the obligation to maintain the ratio of Dow’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 Dow 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, Dow 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 Dow or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against Dow or such applicable subsidiary of more than $400 million . Failure of Dow to comply with any of the covenants or default provisions could result in a default under the applicable credit agreement which would allow the lenders to not fund future loan requests and to accelerate the due date of the outstanding principal and accrued interest on any outstanding Dow indebtedness. DuPont Debt Covenants and Default Provisions DuPont's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations affecting manufacturing plants, mineral producing properties or research facilities located in the U.S. and the consolidated subsidiaries owning such plants, properties and facilities subject to certain limitations. The outstanding long-term debt also contains customary default provisions. In addition, in May 2017, DuPont issued $1,250 million of 2.20 percent notes due 2020 and $750 million of floating rate notes due 2020 that must be redeemed upon the announcement of the record date for the separation of DuPont's agriculture line or specialty products line of business or the entry into an agreement to sell all or substantially all of the assets of either line of business to a third party. The DuPont Term Loan Facility and the amended DuPont Revolving Credit Facility contain customary representations and warranties, affirmative and negative covenants, and events of default that are typical for companies with similar credit ratings and generally consistent with DuPont’s indenture covenants. The DuPont Term Loan Facility and the amended DuPont Revolving Credit Facility also contain a financial covenant requiring that the ratio of total indebtedness to total capitalization for DuPont and its consolidated subsidiaries not exceed 0.6667 to 1.00 . The DuPont Term Loan Facility and the amended DuPont Revolving Credit Facility impose additional affirmative and negative covenants on DuPont and its subsidiaries after the closing of the Merger, subject to certain limitations, including to: (a) not sell, lease or otherwise convey to DowDuPont, its shareholders or its non-DuPont subsidiaries, any assets or properties of DuPont or its subsidiaries unless the aggregate amount of revenues attributable to all such assets and properties so conveyed after the Merger does not exceed 30 percent of the consolidated revenues of DuPont and its subsidiaries as of December 31, 2015, and (b) not guarantee any indebtedness or other obligations of DowDuPont, Dow or their respective subsidiaries (other than of DuPont and its subsidiaries). The DuPont Term Loan Facility and the amended DuPont Revolving Credit Facility will terminate, and the loans and other amounts thereunder will become due and payable, upon the sale, transfer, lease or other disposition of all or substantially all of the assets of DuPont's agriculture line of business to DowDuPont, its shareholders or any of its non-DuPont subsidiaries. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES Litigation Asbestos-Related Matters of Union Carbide Corporation Introduction Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past four decades. These suits principally allege personal injury resulting from exposure to asbestos-containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that Union Carbide sold in the past, alleged exposure to asbestos-containing products located on Union Carbide’s premises, and Union Carbide’s responsibility for asbestos suits filed against a former Union Carbide subsidiary, Amchem Products, Inc. (“Amchem”). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide’s products. Union Carbide expects more asbestos-related suits to be filed against Union Carbide and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims. Estimating the Asbestos-Related Liability Since 2003, Union Carbide has engaged Ankura Consulting Group, LLC ("Ankura"), a third party actuarial specialist, to review Union Carbide's historical asbestos-related claim and resolution activity in order to assist Union Carbide's management in estimating the asbestos-related liability. Each year, Ankura has reviewed the claim and resolution activity to determine the appropriateness of updating the most recent Ankura study. Historically, every other year beginning in October, Ankura has completed a full review and formal update to the most recent Ankura study. Based on the December 2016 Ankura study, and Union Carbide's own review of the data, Union Carbide's total asbestos-related liability through the terminal year of 2049 was $1,490 million at December 31, 2016 , and included in “Accrued and other current liabilities” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. Each quarter, Union Carbide reviews claims filed, settled and dismissed, as well as average settlement and resolution costs by disease category. Union Carbide also considers additional quantitative and qualitative factors such as the nature of pending claims, trial experience of Union Carbide and other asbestos defendants, current spending for defense and processing costs, significant appellate rulings and legislative developments, trends in the tort system, and their respective effects on expected future resolution costs. Union Carbide's management considers all these factors in conjunction with the most recent Ankura study and determines whether a change in the estimate is warranted. Based on Union Carbide's review of 2017 activity, it was determined that no adjustment to the accrual was required at September 30, 2017 . Union Carbide's asbestos related liability for pending and future claims and defense and processing costs was $1,398 million at September 30, 2017 . Approximately 15 percent of the recorded liability related to pending claims and approximately 85 percent related to future claims. Summary The Company's management believes the amounts recorded by Union Carbide for the asbestos-related liability (including defense and processing costs) reflect reasonable and probable estimates of the liability based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year and the average cost of defending and disposing of each such claim, as well as the numerous uncertainties surrounding asbestos litigation in the United States over a significant period of time, could cause the actual costs for Union Carbide to be higher or lower than those projected or those recorded. Any such events could result in an increase or decrease in the recorded liability. Because of the uncertainties described above, Union Carbide cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing Union Carbide and Amchem. As a result, it is reasonably possible that an additional cost of disposing of Union Carbide's asbestos-related claims, including future defense and processing costs, could have a material impact on the Company's results of operations and cash flows for a particular period and on the consolidated financial position. Urethane Matters Class Action Lawsuit On February 16, 2006, Dow, among others, received a subpoena from the U.S. Department of Justice ("DOJ") as part of a previously announced antitrust investigation of manufacturers of polyurethane chemicals, including methylene diphenyl diisocyanate, toluene diisocyanate, polyether polyols and system house products. Dow cooperated with the DOJ and, following an extensive investigation, on December 10, 2007, Dow received notice from the DOJ that it had closed its investigation of potential antitrust violations involving these products without indictments or pleas. In 2005, Dow, among others, was named as a defendant in multiple civil class action lawsuits alleging a conspiracy to fix the price of various urethane chemical products, namely the products that were the subject of the above described DOJ antitrust investigation. On July 29, 2008, a Kansas City federal district court (the "district court") certified a class of purchasers of the products for the six -year period from 1999 through 2004 ("plaintiff class"). In January 2013, the class action lawsuit went to trial with Dow as the sole remaining defendant, the other defendants having previously settled. On February 20, 2013, the federal jury returned a damages verdict of approximately $400 million against Dow, which ultimately was trebled under applicable antitrust laws, less offsets from other settling defendants, resulting in a judgment entered in July 2013 in the amount of $1.06 billion . Dow appealed this judgment to the U.S. Tenth Circuit Court of Appeals ("Tenth Circuit" or "Court of Appeals"), and on September 29, 2014, the Court of Appeals issued an opinion affirming the district court judgment. On March 9, 2015, Dow filed a petition for writ of certiorari ("Writ Petition") with the U.S. Supreme Court, seeking judicial review and requesting that it correct fundamental errors in the Circuit Court opinion. On June 8, 2015, the Supreme Court granted a petition for a writ of certiorari in another case, Tyson Foods, Inc. v. Bouaphakeo, PEG, et al., ("Tyson Foods") (Supreme Court No. 14-1146), which presented an issue core to the questions presented in Dow's Writ Petition: whether class-wide damages can be determined by simply applying the average injury observed in a sample. Dow was advised that its Writ Petition was being held pending the Supreme Court's consideration of the merits in Tyson Foods. In the first quarter of 2016, Dow changed its risk assessment on this matter as a result of growing political uncertainties due to events within the Supreme Court, including Justice Scalia's death, and the increased likelihood for unfavorable outcomes for businesses involved in class action lawsuits. On February 26, 2016, Dow announced a proposed settlement under which it would pay the plaintiff class $835 million , which included damages, class attorney fees and post-judgment interest. On May 11, 2016, Dow moved the $835 million settlement amount into an escrow account. On July 29, 2016, the U.S. District Court for the District of Kansas granted final approval of the settlement and the funds were released from escrow on August 30, 2016. The settlement resolves the $1.06 billion judgment and any subsequent claim for attorneys' fees, costs and post-judgment interest against Dow. As a result, in the first quarter of 2016, Dow recorded a loss of $835 million , included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in the Industrial Intermediates & Infrastructure segment. Dow continues to believe that it was not part of any conspiracy and the judgment was fundamentally flawed as a matter of class action law. Opt-Out Cases Shortly after the July 2008 class certification ruling, a series of "opt-out" cases were filed by a number of large volume purchasers who elected not to be class members in the district court case. These opt-out cases were substantively identical to the class action lawsuit, but expanded the period of time to include 1994 through 1998. A consolidated jury trial of the opt-out cases began on March 8, 2016. Prior to a jury verdict, on April 5, 2016, Dow entered into a binding settlement for the opt-out cases under which Dow would pay the named plaintiffs $400 million , inclusive of damages and attorney fees. Payment of this settlement occurred on May 4, 2016. Dow changed its risk assessment on this matter as a result of the class settlement and the uncertainty of a jury trial outcome along with the automatic trebling of an adverse verdict. As a result, Dow recorded a loss of $400 million in the first quarter of 2016, included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in the Industrial Intermediates & Infrastructure segment. As with the class action case, Dow continues to deny allegations of price fixing and maintains that it was not part of any conspiracy. Bayer CropScience v. Dow AgroSciences ICC Arbitration On August 13, 2012, Bayer CropScience AG and Bayer CropScience NV (together, “Bayer”) filed a request for arbitration with the International Chamber of Commerce ("ICC") International Court of Arbitration against Dow AgroSciences LLC, a wholly owned subsidiary of Dow, and other subsidiaries of Dow (collectively, “DAS”) under a 1992 license agreement executed by predecessors of the parties (the “License Agreement”). In its request for arbitration, Bayer alleged that (i) DAS breached the License Agreement, (ii) the License Agreement was properly terminated with no ongoing rights to DAS, (iii) DAS has infringed and continues to infringe its patent rights related to the use of the pat gene in certain soybean and cotton seed products, and (iv) Bayer is entitled to monetary damages and injunctive relief. DAS denied that it breached the License Agreement and asserted that the License Agreement remained in effect because it was not properly terminated. DAS also asserted that all of Bayer’s patents at issue are invalid and/or not infringed, and, therefore, for these reasons (and others), a license was not required. During the pendency of the arbitration proceeding, DAS filed six re-examination petitions with the United States Patent & Trademark Office (“USPTO”) against the Bayer patents, asserting that each patent is invalid based on the doctrine against double-patenting and/or prior art. The USPTO granted all six petitions, and, on February 26, 2015, the USPTO issued an office action rejecting the patentability of the sole Bayer patent claim in the only asserted Bayer patent that has not expired and that forms the basis for the vast majority of the damages in the arbitral award discussed below. A three -member arbitration tribunal presided over the arbitration proceeding (the “tribunal”). In a decision dated October 9, 2015, the tribunal determined that (i) DAS breached the License Agreement, (ii) Bayer properly terminated the License Agreement, (iii) all of the patents remaining in the proceeding are valid and infringed, and (iv) that Bayer is entitled to monetary damages in the amount of $455 million inclusive of pre-judgment interest and costs (the “arbitral award”). One of the arbitrators, however, issued a partial dissent finding that all of the patents are invalid based on the double-patenting doctrine. The tribunal also denied Bayer’s request for injunctive relief. On October 16, 2015, Bayer filed a motion in U.S. District Court for the Eastern District of Virginia ("Federal District Court") seeking to confirm the arbitral award. DAS opposed the motion and filed separate motions to vacate the award, or in the alternative, to stay enforcement of the award until the USPTO issues final office actions with respect to the re-examination proceedings. On January 15, 2016, the Federal District Court denied DAS's motions and confirmed the award. DAS appealed the Federal District Court's decision. On March 1, 2017, the U.S. Court of Appeals for the Federal Circuit ("Federal Circuit") affirmed the arbitral award. As a result of this action, in the first quarter of 2017, DAS recorded a loss of $469 million , inclusive of the arbitral award and post-judgment interest, which is included in "Sundry income (expense) - net" in the consolidated statements of income and reflected in the Agriculture segment. On March 31, 2017, DAS filed a combined petition for Rehearing or Rehearing En Banc with the Federal Circuit which was denied on May 12, 2017. On May 19, 2017, the Federal Circuit issued a mandate denying DAS's request to stay the arbitral award pending judicial review by the United States Supreme Court. On May 26, 2017, DAS paid the $469 million arbitral award to Bayer. On September 11, 2017, DAS filed a petition for writ of certiorari with the United States Supreme Court. DAS continues to believe the arbitral award is fundamentally flawed in numerous respects because it (i) violates U.S. public policy prohibiting enforcement of invalid patents, (ii) manifestly disregards applicable law, and (iii) disregards unambiguous contract provisions and ignores the essence of the applicable contracts. The USPTO has now issued office actions rejecting the patentability of all four patents that Bayer asserted in the case. DAS is continuing to pursue its legal rights with respect to this matter. The arbitral award and subsequent related judicial decisions will not impact DAS’s commercialization of its soybean and cotton seed products, including those containing the ENLIST™ technologies. Rocky Flats Matter Dow and Rockwell International Corporation ("Rockwell") (collectively, the "defendants") were defendants in a class action lawsuit filed in 1990 on behalf of property owners ("plaintiffs") in Rocky Flats, Colorado, who asserted claims for nuisance and trespass based on alleged property damage caused by plutonium releases from a nuclear weapons facility owned by the U.S. Department of Energy ("DOE") (the "facility"). Dow and Rockwell were both DOE contractors that operated the facility - Dow from 1952 to 1975 and Rockwell from 1975 to 1989. The facility was permanently shut down in 1989. In 1993, the United States District Court for the District of Colorado ("District Court") certified the class of property owners. The plaintiffs tried their case as a public liability action under the Price Anderson Act ("PAA"). In 2005, the jury returned a damages verdict of $926 million . Dow and Rockwell appealed the jury award to the U.S. Tenth Circuit Court of Appeals ("Court of Appeals") which concluded the PAA had its own injury requirements, on which the jury had not been instructed, and also vacated the District Court's class certification ruling, reversed and remanded the case, and vacated the District Court's judgment (Cook v. Rockwell Int'l Corp., 618 F.3d 1127, 1133 (10th Cir. 2010)) . The plaintiffs argued on remand to the District Court that they were entitled to reinstate the judgment as a state law nuisance claim, independent of the PAA. The District Court rejected that argument and entered judgment in favor of the defendants (Cook v. Rockwell Int'l Corp, 13 F. Supp. 3d 1153 (D. Colo. 2014)) . The plaintiffs appealed to the Court of Appeals, which reversed the District Court's ruling, holding that the PAA did not preempt the plaintiffs' nuisance claim under Colorado law and that the plaintiffs could seek reinstatement of the prior nuisance verdict under Colorado law, and remanded for additional proceedings, including consideration of whether the District Court could recertify the class (Cook v. Rockwell Int'l Corp., 790 F.3d 1088 (10th Cir. 2015)) . Dow and Rockwell continued to litigate this matter in the District Court and in the United States Supreme Court. On May 18, 2016, Dow, Rockwell and the plaintiffs entered into a settlement agreement for $375 million , of which $131 million was paid by Dow. The DOE authorized the settlement pursuant to the PAA and the nuclear hazards indemnity provisions contained in Dow and Rockwell's contracts. The District Court granted preliminary approval to the class settlement on August 5, 2016. On April 28, 2017, the District Court conducted a fairness hearing and granted final judgment approving the class settlement and dismissed class claims against the defendants ("final judgment order"). The litigation is now concluded. On December 13, 2016, the United States Civil Board of Contract Appeals unanimously ordered the United States government to pay the amounts stipulated in the Settlement Agreement. On January 17, 2017, Dow received a full indemnity payment of $131 million from the United States government for Dow's share of the class settlement. On January 26, 2017, Dow placed $130 million in an escrow account for the settlement payment owed to the plaintiffs. The funds were subsequently released from escrow as a result of the final judgment order. At September 30, 2017, there are no outstanding balances in the consolidated balance sheets related to this matter ( $131 million included in "Accounts and notes receivable - Other" and $130 million included in "Accrued and other current liabilities" at December 31, 2016 ). Dow Corning Chapter 11 Related Matters Introduction In 1995, Dow Corning, then a 50 :50 joint venture between Dow and Corning Inc. voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in order to resolve Dow Corning’s breast implant liabilities and related matters (the “Chapter 11 Proceeding”). Dow Corning emerged from the Chapter 11 Proceeding on June 1, 2004 (the “Effective Date”) and is implementing the Joint Plan of Reorganization (the “Plan”). The Plan provides funding for the resolution of breast implant and other product liability litigation covered by the Chapter 11 Proceeding and provides a process for the satisfaction of commercial creditor claims in the Chapter 11 Proceeding. As of June 1, 2016, Dow Corning became a wholly owned subsidiary of Dow. Breast Implant and Other Product Liability Claims Under the Plan, a product liability settlement program administered by an independent claims office (the “Settlement Facility”) was created to resolve breast implant and other product liability claims. Product liability claimants rejecting the settlement program in favor of pursuing litigation must bring suit against a litigation facility (the “Litigation Facility”). Under the Plan, total payments committed by Dow Corning to resolving product liability claims are capped at a maximum $2,350 million net present value (“NPV”) determined as of the Effective Date using a discount rate of seven percent (approximately $3,716 million undiscounted at September 30, 2017 ). Of this amount, no more than $400 million NPV determined as of the Effective Date can be used to fund the Litigation Facility. Dow Corning has an obligation to fund the Settlement Facility and the Litigation Facility over a 16 -year period, commencing at the Effective Date. At September 30, 2017 , Dow Corning and its insurers have made life-to-date payments of $1,762 million to the Settlement Facility and the Settlement Facility reported an unexpended balance of $138 million . Dow Corning's liability for breast implant and other product liability claims ("Implant Liability") was $263 million at September 30, 2017 ( $263 million at December 31, 2016 ), which is included in "Other noncurrent obligations" in the consolidated balance sheets. Dow Corning is not aware of circumstances that would change the factors used in estimating the Implant Liability and believes the recorded liability reflects the best estimate of the remaining funding obligations under the Plan; however, the estimate relies upon a number of significant assumptions, including: future claim filing levels in the Settlement Facility will be similar to those in the revised settlement program, which management uses to estimate future claim filing levels for the Settlement Facility; 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. If actual outcomes related to any of these assumptions prove to be materially different, the future liability to fund the Plan may be materially different than the amount estimated. If Dow Corning was ultimately required to fund the full liability up to the maximum capped value, the liability would be $1,954 million at September 30, 2017 . Commercial Creditor Issues The Plan provides that each of Dow Corning’s commercial creditors (the “Commercial Creditors”) would receive in cash the sum of (a) an amount equal to the principal amount of their claims and (b) interest on such claims. The actual amount of interest that will ultimately be paid to these Commercial Creditors is uncertain due to pending litigation between Dow Corning and the Commercial Creditors regarding the appropriate interest rates to be applied to outstanding obligations from the 1995 bankruptcy filing date through the Effective Date, as well as the presence of any recoverable fees, costs and expenses. Upon the Plan becoming effective, Dow Corning paid approximately $1,500 million to the Commercial Creditors, representing principal and an amount of interest that Dow Corning considers undisputed. In 2006, the U.S. Court of Appeals for the Sixth Circuit concluded that there is a general presumption that contractually specified default interest should be paid by a solvent debtor to unsecured creditors (the “Interest Rate Presumption”) and permitting Dow Corning’s Commercial Creditors to recover fees, costs, and expenses where allowed by relevant loan agreements. The matter was remanded to the U.S. District Court for the Eastern District of Michigan ("U.S. District Court") for further proceedings, including rulings on the facts surrounding specific claims and consideration of any equitable factors that would preclude the application of the Interest Rate Presumption. On May 10, 2017, the U.S. District Court entered a stipulated order resolving pending discovery motions and established a discovery schedule for the Commercial Creditors matter. As a result, Dow Corning and its third party consultants conducted further analysis of the Commercial Creditors claims and defenses. This analysis indicated the estimated remaining liability to Commercial Creditors to be within a range of $77 million to $260 million . No single amount within the range appears to be a better estimate than any other amount within the range. Therefore, Dow Corning recorded the minimum liability within the range, which resulted in a decrease to the Commercial Creditor liability of $33 million in the second quarter of 2017, which was included in "Sundry income (expense) - net" in the consolidated statements of income. At September 30, 2017 , the liability related to Dow Corning’s potential obligation to pay additional interest to its Commercial Creditors in the Chapter 11 Proceeding was $77 million , and is included in "Accrued and other current liabilities" in the consolidated balance sheets ( $108 million at December 31, 2016). The actual amount of interest that will be paid to these creditors is uncertain and will ultimately be resolved through continued proceedings in the District Court. Indemnifications In connection with the June 1, 2016 ownership restructure of Dow Corning, Dow is indemnified by Corning for 50 percent of future losses associated with certain pre-closing liabilities, including the Implant Liability and Commercial Creditors matters described above, subject to certain conditions and limits. The maximum amount of indemnified losses which may be recovered are subject to a cap that declines over time. Indemnified losses are capped at (1) $1.5 billion until May 31, 2018, (2) $1.0 billion between May 31, 2018 and May 31, 2023, and (3) no recoveries are permitted after May 31, 2023. No indemnification assets were recorded at September 30, 2017 or December 31, 2016. Summary The amounts recorded by Dow Corning for the Chapter 11 related matters described above were based upon current, known facts, which management believes reflect reasonable and probable estimates of the liability. However, future events could cause the actual costs for Dow Corning to be higher or lower than those projected or those recorded. Any such events could result in an increase or decrease to the recorded liability. PFOA DuPont used PFOA (collectively, perfluorooctanoic acids and its salts, including the ammonium salt), as a processing aid to manufacture some fluoropolymer resins at various sites around the world including its Washington Works plant in West Virginia. At September 30, 2017 , DuPont had a total accrual balance of $15 million related to the PFOA matters discussed below. Pursuant to the Separation Agreement discussed below, DuPont is indemnified by The Chemours Company ("Chemours") for the matters discussed below. As a result, DuPont has recorded an indemnification asset of $15 million corresponding to the accrual balance at September 30, 2017. Leach v. DuPont In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court alleging that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water. DuPont and attorneys for the class reached a settlement in 2004 that binds approximately 80,000 residents, pursuant to which DuPont paid the plaintiffs' attorneys' fees and expenses of $23 million and made a payment of $70 million that class counsel designated to fund a community health project (the "Leach Settlement"). In addition, DuPont funded a series of health studies which were completed in October 2012 by an independent science panel of experts (the "C8 Science Panel"). The C8 Science Panel found probable links, as defined in the Leach Settlement, between exposure to PFOA and pregnancy-induced hypertension, including preeclampsia; kidney cancer; testicular cancer; thyroid disease; ulcerative colitis; and diagnosed high cholesterol. Under the Leach Settlement, DuPont is obligated to fund up to $235 million for a medical monitoring program for eligible class members and, in addition, administrative costs associated with the program, including class counsel fees. In January 2012, DuPont established and put $1 million into an escrow account to fund medical monitoring as required by the Leach Settlement. As of September 30, 2017 , less than $1 million had been disbursed. While it is probable that DuPont will incur liabilities related to funding the medical monitoring program, DuPont does not expect any such liabilities to be material. In addition, under the Leach Settlement, DuPont must continue to provide water treatment designed to reduce the level of PFOA in water to six area water districts, including the Little Hocking Water Association, and private well users. Multi-District Litigation Leach class members may pursue personal injury claims against DuPont only for the six human diseases for which the C8 Science Panel determined a probable link exists. Following the Leach Settlement, approximately 3,550 lawsuits alleging personal injury claims were filed in various federal and state courts in Ohio and West Virginia. These lawsuits are consolidated in multi-district litigation ("MDL") in the U.S. District Court for the Southern District of Ohio. In the first quarter of 2017, the MDL was settled for $671 million in cash (the "MDL Settlement"), half of which was to be paid by Chemours and half paid by DuPont. At September 30, 2017, all payments under the settlement agreement have been made by both companies. DuPont’s payment is not subject to indemnification or reimbursement by Chemours. In exchange for that payment, DuPont and Chemours receive releases of all claims by the settling plaintiffs. The MDL Settlement was entered into solely by way of compromise and settlement and is not in any way an admission of liability or fault by DuPont or Chemours. Claims from a small number of plaintiffs opting out of the MDL Settlement remain pending. Additional Actions Since 2006, DuPont has undertaken obligations under agreements with the U.S. Environmental Protection Agency ("EPA"), including a 2009 consent decree under the Safe Drinking Water Act (the "Order"), and voluntary commitments to the New Jersey Department of Environmental Protection. These obligations and voluntary commitments include surveying, sampling and testing drinking water in and around certain DuPont sites and offering treatment or an alternative supply of drinking water if tests indicate the presence of PFOA in drinking water at or greater than the national health advisory level, even if provisional, as established from time to time by the EPA. A provisional health advisory level was set in 2009 at 0.4 parts per billion ("ppb") for PFOA in drinking water considering episodic exposure. In May 2016, the EPA announced a health advisory level of 0.07 ppb for PFOA in drinking water considering lifetime versus episodic exposure. In January 2017, the EPA announced it had amended the Order to include Chemours, and to make the new health advisory level the trigger for additional actions by DuPont and Chemours, thus expanding the obligations to the EPA beyond the previously established testing and water supply commitments around the Washington Works facility. The accrual at September 30, 2017 , includes $15 million related to these obligations and voluntary commitments. Concurrent with the MDL Settlement, DuPont and Chemours amended the Separation Agreement to provide for a limited sharing of potential future PFOA liabilities (i.e., indemnifiable losses, as defined in the Separation Agreement) for a period of five years beginning July 6, 2017. During that five -year period, Chemours will annually pay future PFOA liabilities up to $25 million and, if such amount is exceeded, DuPont would pay any excess amount up to the next $25 million (which payment will not be subject to indemnification by Chemours), with Chemours annually bearing any further excess liabilities. After the five -year period, this limited sharing agreement will expire, and Chemours’ indemnification obligations under the Separation Agreement would continue unchanged. There have been no charges incurred by DuPont under this arrangement through September 30, 2017. Chemours has also agreed that it will not contest its liability to DuPont under the Separation Agreement for PFOA liabilities on the basis of ostensible defenses generally applicable to the indemnification provisions under the Separation Agreement, including defenses relating to punitive damages, fines or penalties or attorneys’ fees, and waives any such defenses with respect to PFOA liabilities. Chemours has, however, retained defenses as to whether any particular PFOA claim is within the scope of the indemnification provisions of the Separation Agreement. It is possible that new lawsuits could be filed against DuPont related to PFOA that may not be within the scope of the MDL Settlement. Any such new litigation would be subject to indemnification by Chemours under the Separation Agreement, as amended. Prior to the separation of Chemours, DuPont introduced GenX (the replacement product for PFOA) as a polymerization processing aid at the Fayetteville Works facility in North Carolina. The facility is now owned and operated by Chemours which continues to manufacture and use GenX as a polymerization processing aid. Chemours is responding to ongoing inquiries and investigations from federal, state and local investigators, regulators and other governmental authorities as well as inquiries from the media and local community stakeholders. These inquiries and investigations involve the discharge of GenX and certain similar compounds from the Chemours’ facility in Fayetteville, North Carolina into the Cape Fear River. In August 2017, the U.S. Attorney’s Office for the Eastern District of North Carolina served DuPont with a subpoena for testimony and the production of documents to a grand jury. The subpoena seeks documents related to alleged discharges of PFO |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Dow Cumulative Convertible Perpetual Preferred Stock, Series A Equity securities in the form of Cumulative Convertible Perpetual Preferred Stock, Series A (“Dow Series A”) were issued by Dow on April 1, 2009 to Berkshire Hathaway Inc. in the amount of $3 billion ( 3 million shares) and the Kuwait Investment Authority in the amount of $1 billion ( 1 million shares). Shareholders of Dow Series A could convert all or any portion of their shares, at their option, at any time, into shares of Dow’s common stock at an initial conversion ratio of 24.2010 shares of Dow common stock for each share of Dow Series A. On or after the fifth anniversary of the issuance date, if the Dow common stock price exceeded $53.72 per share for any 20 trading days in a consecutive 30 -day window, Dow had the option, at any time, in whole or in part, to convert Dow Series A into Dow common stock at the then applicable conversion rate. On December 15, 2016, the trading price of Dow's common stock closed at $58.35 , marking the 20 th trading day in the previous 30 trading days that the Dow common stock closed above $53.72 , triggering the right of Dow to exercise its conversion right. On December 16, 2016, Dow sent a Notice of Conversion at the Option of the Company (the "Notice") to all holders of its Dow Series A. Pursuant to the Notice, on December 30, 2016 (the "Conversion Date") all 4 million outstanding shares of Dow Series A were converted into shares of Dow Common Stock at a conversion ratio of 24.2010 shares of Dow Common Stock for each share of Dow Series A, resulting in the issuance of 96.8 million shares of Dow Common Stock from treasury stock. From and after the Conversion Date, no shares of the Dow Series A are issued or outstanding and all rights of the holders of the Dow Series A have terminated. On January 6, 2017, Dow filed an amendment to its Restated Certificate of Incorporation by way of a certificate of elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware which had the effect of: (a) eliminating the previously designated 4 million shares of the Dow Series A, none of which were outstanding at the time of the filing; (b) upon such elimination, causing such Dow Series A to resume the status of authorized and unissued shares of preferred stock, par value $1.00 per share, of Dow, without designation as to series; and (c) eliminating from Dow’s Restated Certificate of Incorporation all references to, and all matters set forth in, the certificates of designations for the Dow Series A. Dow paid cumulative dividends on Dow Series A at a rate of 8.5 percent per annum, or $85 million per quarter. The final dividend for the Dow Series A was declared on December 15, 2016 and payable on the earlier of the Conversion Date (if applicable) or January 3, 2017, to shareholders of record at December 15, 2016. The accrued dividend was paid in full on the Conversion Date. Common Stock In connection with the Merger, Dow Common Stock and DuPont Common Stock were converted into shares of DowDuPont Common Stock. At the effective time of the Merger, Dow Common Stock and DuPont Common Stock were voluntarily delisted from the NYSE, and their respective common stocks were deregistered under the Securities Exchange Act of 1934, as amended. The shares of DowDuPont common stock commenced trading on the NYSE on September 1, 2017. The following table provides a summary of the common stock activity resulting from the Merger: Merger Impact on Dow, DuPont and DowDuPont Common Stock Prior to Merger 1 Effect of Merger 2 In thousands, except per share values Dow Common Stock, par value per share $ 2.50 N/A Common Stock, shares authorized 1,500,000 — Common Stock, shares issued and outstanding 1,225,328 — DuPont Common Stock, par value per share $ 0.30 N/A Common Stock, shares authorized 1,800,000 — Common Stock, shares issued and outstanding 868,338 — DowDuPont Common Stock, par value per share $ — $ 0.01 Common Stock, shares authorized — 5,000,000 Common Stock, shares issued for Dow shares converted — 1,225,328 Common Stock, shares issued for DuPont shares converted (ratio of 1.2820 to 1) — 1,113,209 1. Immediately prior to the effective time of the Merger. 2. At the effective time of the Merger. Dividends Dividends declared were $1,673 million during the nine months ended September 30, 2017 and $1,531 million during the nine months ended September 30, 2016 , consisting of dividends declared to Dow common stockholders prior to the Merger. Dividends paid to common stockholders were $1,947 million during the nine months ended September 30, 2017 , consisting of $1,621 million paid to Dow common stockholders and $326 million paid to DuPont common stockholders for dividends declared prior to the Merger. Dividends paid to Dow common stockholders were $1,782 million during the nine months ended September 30, 2016 . Accumulated Other Comprehensive Loss The following table summarizes the activity related to each component of accumulated other comprehensive income (loss) for the nine months ended September 30, 2017 and 2016 : Accumulated Other Comprehensive Loss 1 Unrealized Gains on Investments Cumulative Translation Adj Pension and Other Postretire Benefits Derivative Instruments Accum Other Comp Loss In millions Balance at Jan 1, 2016 $ 47 $ (1,737 ) $ (6,769 ) $ (208 ) $ (8,667 ) Other comprehensive income (loss) before reclassifications 63 329 — (50 ) 342 Amounts reclassified from accumulated other comprehensive income (loss) (21 ) (4 ) 640 29 644 Net other comprehensive income (loss) $ 42 $ 325 $ 640 $ (21 ) $ 986 Balance at Sep 30, 2016 $ 89 $ (1,412 ) $ (6,129 ) $ (229 ) $ (7,681 ) Balance at Jan 1, 2017 $ 43 $ (2,381 ) $ (7,389 ) $ (95 ) $ (9,822 ) Other comprehensive income (loss) before reclassifications 50 255 — (52 ) 253 Amounts reclassified from accumulated other comprehensive income (loss) (93 ) (8 ) 308 (5 ) 202 Net other comprehensive income (loss) $ (43 ) $ 247 $ 308 $ (57 ) $ 455 Balance at Sep 30, 2017 $ — $ (2,134 ) $ (7,081 ) $ (152 ) $ (9,367 ) 1. Prior year amounts have been updated to conform with the current year presentation. The tax effects on the net activity related to each component of other comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016 were as follows: Tax Benefit (Expense) Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Unrealized gains on investments $ (28 ) $ 5 $ (24 ) $ 23 Cumulative translation adjustments 23 9 49 33 Pension and other postretirement benefit plans 48 46 143 136 Derivative instruments (19 ) 10 2 (7 ) Tax benefit from income taxes related to other comprehensive income items $ 24 $ 70 $ 170 $ 185 A summary of the reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 is provided as follows: Reclassifications Out of Accumulated Other Comprehensive Loss Three Months Ended Nine Months Ended Consolidated Statements of Income Classification In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Unrealized gains on investments $ (96 ) $ (10 ) $ (143 ) $ (32 ) See (1) below Tax expense 33 3 50 11 See (2) below After-tax $ (63 ) $ (7 ) $ (93 ) $ (21 ) Cumulative translation adjustments $ (2 ) $ — $ (8 ) $ (4 ) See (3) below Pension and other postretirement benefit plans $ 153 $ 139 $ 451 $ 776 See (4) below Tax benefit (48 ) (46 ) (143 ) (136 ) See (2) below After-tax $ 105 $ 93 $ 308 $ 640 Derivative Instruments $ 14 $ (3 ) $ (1 ) $ 35 See (5) below Tax expense (benefit) (3 ) 3 (4 ) (6 ) See (2) below After-tax $ 11 $ — $ (5 ) $ 29 Total reclassifications for the period, after-tax $ 51 $ 86 $ 202 $ 644 1. "Net sales" and "Sundry income (expense) - net." 2. "Provision for income taxes on continuing operations." 3. "Sundry income (expense) - net." 4. These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost of the Company's pension and other postretirement plans. In the three months ended September 30, 2016, $360 million ( zero impact on "Provision for income taxes on continuing operations") was included in "Sundry income (expense) - net" related to the DCC transaction. See Note 16 for additional information. 5. "Cost of sales" and "Sundry income (expense) - net." |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the consolidated balance sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of income. The following table summarizes the activity for equity attributable to noncontrolling interests for the three and nine months ended September 30, 2017 and 2016 : Noncontrolling Interests Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Balance at beginning of period $ 1,168 $ 1,298 $ 1,242 $ 809 Net income attributable to noncontrolling interests 20 14 85 54 Distributions to noncontrolling interests 1 (7 ) (19 ) (55 ) (71 ) Acquisition of noncontrolling interests 2 — — — 473 Noncontrolling interests from Merger 3 401 — 401 — Deconsolidation of noncontrolling interests 4 — — (119 ) — Cumulative translation adjustments 5 21 33 48 Other 1 — 1 1 Balance at end of period $ 1,588 $ 1,314 $ 1,588 $ 1,314 1. Net of dividends paid to a joint venture, which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the consolidated statements of income and totaled zero for the three months ended September 30, 2017 ( zero for the three months ended September 30, 2016 ) and $3 million for the nine months ended September 30, 2017 ( $14 million for the nine months ended September 30, 2016 ). 2. Assumed in the DCC Transaction. 3. See Note 3 for additional information. 4. On June 30, 2017, Dow sold its ownership interest in the SKC Haas Display Films group of companies. See Note 10 for additional information. DuPont Preferred Stock DuPont preferred stockholders are entitled to receive only dividends and/or a fixed redemption amount as provided in DuPont’s Restated Certificate of Incorporation ("DuPont’s Charter"). Preferred shareholders receive an allocation of income equal to their dividend. Therefore, under the terms of DuPont’s Charter, holders of DuPont preferred stock did not have the right to receive any consideration in connection with the Merger. Below is a summary of the DuPont preferred stock at September 30, 2017 , which is classified as "Noncontrolling interests" in the consolidated balance sheets: DuPont Preferred Stock Number of Shares Shares in thousands Authorized 23,000 $4.50 Series, callable at $120 1,673 $3.50 Series, callable at $102 700 |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Dow and DuPont did not merge their pension and OPEB plans as a result of the Merger. See Note 3 for additional information on the Merger. Plan assets and obligations for all significant plans assumed from DuPont are as follows: Plan Assets and Obligations for all Significant Plans Assumed from DuPont at Aug 31, 2017 Defined Benefit Pension OPEB In millions Fair value of plan assets $ 20,395 $ — Projected benefit obligations 26,072 2,772 Net liability assumed $ (5,677 ) $ (2,772 ) The balance sheet classification for the net liability assumed for all significant plans from DuPont at August 31, 2017, was as follows: Balance Sheet Classification for all Significant Plans Assumed from DuPont at Aug 31, 2017 Defined Benefit Pension OPEB In millions Deferred charges and other assets $ 9 $ — Accrued and other current liabilities (83 ) (275 ) Liabilities held for sale (8 ) — Pension and other postretirement benefits - noncurrent (5,595 ) (2,497 ) Net liability assumed $ (5,677 ) $ (2,772 ) DuPont's pension and OPEB plans were remeasured upon the effective date of the Merger. In connection with the remeasurement, the assumptions used to determine the benefit obligations of the U.S. plans are as follows: Assumptions Used to Determine Benefit Obligations for DuPont's U.S. Defined Benefit Pension and OPEB Plans at Aug 31, 2017 Defined Benefit Pension OPEB Discount rate 3.42 % 3.62 % Rate of compensation increase 1 3.80 % — % Health care cost trend rate assumed for next year n/a 7 % Rate to which the cost trend rate is assumed to decline (the ultimate health care trend rate) n/a 5 % Year that the rate reached the ultimate health care cost trend rate n/a 2023 1. The rate of compensation increase represents the single annual effective salary increase that an average plan participant would receive during the participant's entire career at DuPont. The net periodic benefit cost for all significant plans of the Company are as follows: Net Periodic Benefit Cost for All Significant Plans 1 Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Defined Benefit Pension Plans: Service cost $ 139 $ 122 $ 390 $ 337 Interest cost 283 222 722 626 Expected return on plan assets (490 ) (376 ) (1,258 ) (1,074 ) Amortization of prior service benefit (6 ) (6 ) (18 ) (18 ) Amortization of net loss 161 147 476 441 Curtailment/settlement 2 — — (6 ) — Net periodic benefit cost - continuing operations $ 87 $ 109 $ 306 $ 312 Other Postretirement Benefits: Service cost $ 4 $ 3 $ 10 $ 9 Interest cost 20 14 47 38 Amortization of prior service benefit — (1 ) — (2 ) Amortization of net gain (2 ) (1 ) (5 ) (5 ) Net periodic benefit cost - continuing operations $ 22 $ 15 $ 52 $ 40 1. Net periodic benefit cost from continuing operations for the three- and nine-month periods ended September 30, 2017 , includes one month of net periodic benefit credit for DuPont of $28 million for defined benefit pension plans and one month of net periodic benefit cost of $7 million for other postretirement benefits. 2. The 2017 impact relates to the curtailment and settlement of a Dow pension plan in South Korea. Dow and DuPont’s funding policies are to contribute to defined benefit pension plans in the United States and a number of other countries based on pension funding laws and local country requirements. Contributions exceeding funding requirements may and have been made at Dow and DuPont’s discretion. During the first nine months of 2017, Dow contributed approximately $440 million to its pension plans, including contributions to fund benefit payments for its non-qualified supplemental plans. DuPont contributed $19 million post-Merger to its pension plans for plans other than the principal U.S. pension plan. Dow expects to contribute approximately $80 million to its pension plans and DuPont expects to contribute approximately $50 million to its pension plans in the remainder of 2017. Dow The provisions of a U.S. non-qualified pension plan for Dow require the payment of plan obligations to certain participants upon a change in control of the company, which occurred when Dow merged with DuPont. As a result, in the third quarter of 2017, $793 million was reclassified from “Pension and other postretirement benefits - noncurrent” to “Accrued and other current liabilities” in the consolidated balance sheets. Certain participants can elect to receive a lump-sum payment or direct Dow to purchase an annuity on their behalf. In the fourth quarter of 2017, Dow expects to make payments of approximately $900 million and record a settlement charge of approximately $450 million , subject to fourth quarter participant annuity elections, which could materially impact the projected payments and settlement charge once known and quantifiable. All transactions are expected to be completed by December 31, 2017. On October 6, 2017, Dow transferred $410 million to an insurance company in anticipation of annuity purchases for plan participants who will receive a lump sum distribution of their plan benefits as a result of the plan's change in control provision and who elect to direct Dow to purchase an annuity on their behalf using the after-tax proceeds of the lump sum. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Effective with the Merger, on August 31, 2017, DowDuPont assumed all Dow and DuPont equity incentive compensation awards outstanding immediately before the Merger. The previous DuPont equity awards were converted into the right to receive 1.2820 shares of DowDuPont Common Stock and had a fair value of approximately $629 million at the Merger closing date. The converted DuPont equity awards were measured at their fair value and included $485 million as consideration exchanged and $144 million that will be amortized to stock compensation expense over the remaining vesting period of the awards. The fair values of the converted awards were based on valuation assumptions developed by management and other information including, but not limited to, historical volatility and exercise trends of Dow and DuPont. In addition, the Company also assumed sponsorship of each equity incentive compensation plan of Dow and DuPont. Dow and DuPont did not merge their equity and incentive plans as a result of the Merger. A description of Dow and DuPont stock-based compensation and other incentive plans are discussed below. Dow Stock Incentive Plan Dow has historically granted equity awards under various plans (the "Prior Plans"). On February 9, 2012, the Board of Directors authorized The Dow Chemical Company 2012 Stock Incentive Plan (the "2012 Plan"), which was approved by stockholders at Dow's annual meeting on May 10, 2012 ("Original Effective Date") and became effective on that date. On February 13, 2014, the Board of Directors adopted The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Restated Plan"). The 2012 Restated Plan was approved by stockholders at Dow's annual meeting on May 15, 2014 and became effective on that date. The Prior Plans were superseded by the 2012 Plan and the 2012 Restated Plan (collectively, the "2012 Plan"). Under the 2012 Plan, the Company may grant options, deferred stock, performance deferred stock, restricted stock, stock appreciation rights and stock units to employees and non-employee directors until the tenth anniversary of the Original Effective Date, subject to an aggregate limit and annual individual limits. The terms of the grants are fixed at the grant date. Stock Options Dow grants stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of DowDuPont’s stock on the grant date. Options vest from one to three years, and have a maximum term of 10 years . Deferred Stock Dow grants deferred stock to certain employees. The grants vest after a designated period of time, generally one to three years. Performance Deferred Stock Dow grants performance deferred stock to certain employees. Compensation expense related to performance deferred stock awards is recognized over the lesser of the service or performance period. Restricted Stock Under the Dow 2012 Plan, Dow may grant shares (including options, stock appreciation rights, stock units and restricted stock) to non-employee directors over the 10 -year duration of the program, subject to the plan's aggregate limit as well as annual individual limits. The restricted stock issued under this plan cannot be sold, assigned, pledged or otherwise transferred by the non-employee director, until the director is no longer a member of the Board. Most of Dow's stock-based compensation awards are granted in the first quarter of each year. There was minimal employee grant activity in the second and third quarters of 2017. In the first quarter of 2017, Dow granted the following stock-based compensation awards to employees under the 2012 Plan: • 2.2 million stock options with a weighted-average exercise price of $61.19 per share and a weighted-average fair value of $14.44 per share; • 1.6 million shares of deferred stock with a weighted-average fair value of $61.13 per share; and • 1.7 million shares of performance deferred stock with a weighted-average fair value of $81.99 per share. In the second quarter of 2017, Dow granted the following stock-based compensation awards to non-employee directors under the 2012 Plan: • 33,000 shares of restricted stock with a weighted-average fair value of $62.04 per share. In connection with the Merger, on August 31, 2017 ("Conversion Date") all outstanding Dow stock options and deferred stock awards were converted into stock options and deferred stock awards with respect to DowDuPont common stock. The stock options and deferred stock awards have the same terms and conditions under the applicable plans and award agreements prior to the Merger. All outstanding and nonvested performance deferred stock awards were converted into deferred stock awards with respect to DowDuPont common stock at the greater of the applicable performance target or the actual performance as of the effective time of the Merger. Changes in the fair value of liability instruments are recognized as compensation expense each quarter. A summary of performance deferred stock awards converted into deferred stock awards is provided in the following tables: Performance Deferred Stock Shares Granted Shares in thousands Nonvested at Jan 1, 2017 4,454 Granted 1,728 Canceled (131 ) Impact of actual performance on shares granted through Conversion Date 2,120 Converted to deferred stock awards (8,171 ) Nonvested at Sep 30, 2017 — Deferred Stock Shares Granted Shares in thousands Nonvested at Jan 1, 2017 6,382 Granted 1,702 Vested (2,180 ) Canceled (124 ) Conversion of performance deferred stock awards at Conversion Date 8,171 Nonvested at Sep 30, 2017 13,951 Total incremental compensation expense resulting from the conversion of performance deferred stock awards was $25 million ( $15 million recognized in the third quarter of 2017 and $10 million to be recognized over the remaining service period). Approximately 5,000 employees were impacted by the conversion. Employee Stock Purchase Plan Dow historically granted stock-based compensation to employees under The Dow Chemical Company 2012 Employee Stock Purchase Plan (the "2012 ESPP"). Under the 2017 annual offering of the 2012 ESPP, most employees were eligible to purchase shares of Dow common stock valued at up to 10 percent of their annual base salary. The value was determined using the plan price multiplied by the number of shares subscribed to by the employee. The plan price of the stock is set at an amount equal to at least 85 percent of the fair market value (closing price) of the common stock on a date during the fourth quarter of the year prior to the offering, or the average fair market value (closing price) of the common stock over a period during the fourth quarter of the year prior to the offering, in each case, specified by the Vice President of Human Resources. The most recent offering of the 2012 ESPP closed on July 15, 2017, and no current offerings remain outstanding. In the first quarter of 2017, employees subscribed to the right to purchase 3.6 million shares of Dow's common stock with a weighted-average exercise price of $50.22 per share and a weighted-average fair value of $10.70 per share under the 2012 ESPP. DuPont Prior to the Merger, DuPont provided share-based compensation to its employees through grants of stock options (“Options”), time-vested restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”). Most of these awards have been granted annually in the first quarter of each calendar year. DuPont Equity Incentive Plan DuPont's Equity Incentive Plan ("DuPont EIP"), as amended and restated effective August 31, 2017, provides for equity-based and cash incentive awards to certain employees, directors, and consultants. Under the DuPont EIP, the maximum number of shares reserved for the grant or settlement of awards is 110 million shares, provided that each share in excess of 30 million that is issued with respect to any award that is not an option or stock appreciation right will be counted against the 110 million share limit as four and one-half shares. DuPont will satisfy stock option exercises and vesting of RSUs and PSUs with newly issued shares of DowDuPont common stock. DuPont Stock Options The exercise price of shares subject to option is equal to the market price of DuPont's stock on the date of grant. When converted into the right to receive 1.2820 shares of DowDuPont Common Stock, the exercise price was also adjusted by the 1.2820 conversion factor. All options vest serially over a three -year period. Stock option awards granted between 2009 and 2015 expire seven years after the grant date and options granted in 2016 and 2017 expire ten years after the grant date. The plan allows retirement-eligible employees of DuPont to retain any granted awards upon retirement provided the employee has rendered at least six months of service following grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the Merger closing date. As of September 30, 2017, $24 million of total unrecognized pre tax compensation cost related to stock options is expected to be recognized over a weighted average period of 1.80 years. DuPont Restricted Stock Units and Performance Stock Units DuPont issues RSUs that serially vest over a three -year period and, upon vesting, convert one -for-one to DowDuPont common stock. A retirement-eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs are also granted periodically to key senior management employees. These RSUs generally vest over periods ranging from two to five years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the Merger closing date. DuPont also grants PSUs to senior leadership. Vesting for PSUs granted in 2016 and 2017 is based upon total shareholder return ("TSR") relative to peer companies.Vesting for PSUs granted in 2015 is equally based upon change in operating net income relative to target and TSR relative to peer companies. Operating net income is net income attributable to DuPont excluding income from discontinued operations after taxes, significant after tax benefits (charges), and non-operating pension and OPEB costs. Performance and payouts are determined independently for each metric. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the revenue metric, was based upon the market price of the underlying common stock as of the grant date. Upon a change in control, DuPont's EIP provisions required PSUs to be converted into RSUs based on the number of PSUs that would vest by assuming that target levels of performance are achieved. Service requirements for vesting in the RSUs replicate those inherent in the exchanged PSUs. In accordance with the Merger Agreement, PSUs will convert to DowDuPont RSU awards based on an assessment of the underlying market conditions in the PSUs at the greater of target or actual performance levels as of the closing date. As the actual performance levels were not in excess of target as of the closing date, all PSUs converted to RSUs based on target and there was not incremental benefit from the Merger Agreement when compared to DuPont’s EIP. As of September 30, 2017, $110 million of total unrecognized pretax compensation cost related to RSUs is expected to be recognized over a weighted average period of 1.91 years. Other Cash-based Awards Cash awards under the DuPont EIP plan may be granted to employees who have contributed most to DuPont's success, with consideration being given to the ability to succeed to more important managerial responsibility. The amounts of the awards are dependent on DuPont earnings and are subject to maximum limits as defined under the governing plans. In addition, DuPont has other variable compensation plans under which cash awards may be granted. These plans include the regional and local variable compensation plans. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The following table summarizes the fair value of financial instruments at September 30, 2017 and December 31, 2016 : Fair Value of Financial Instruments Sep 30, 2017 Dec 31, 2016 In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value Other investments: Debt securities: Government debt 1 $ 597 $ 14 $ (8 ) $ 603 $ 607 $ 13 $ (12 ) $ 608 Corporate bonds 630 32 (2 ) 660 623 27 (5 ) 645 Total debt securities $ 1,227 $ 46 $ (10 ) $ 1,263 $ 1,230 $ 40 $ (17 ) $ 1,253 Equity securities 169 3 (27 ) 145 658 98 (50 ) 706 Total other investments $ 1,396 $ 49 $ (37 ) $ 1,408 $ 1,888 $ 138 $ (67 ) $ 1,959 Long-term debt including debt due within one year 2 $ (31,725 ) $ 49 $ (2,178 ) $ (33,854 ) $ (21,091 ) $ 129 $ (1,845 ) $ (22,807 ) Derivatives relating to: Interest rates $ — $ — $ (4 ) $ (4 ) $ — $ — $ (5 ) $ (5 ) Commodities 3 $ — $ 124 $ (277 ) $ (153 ) $ — $ 56 $ (213 ) $ (157 ) Foreign currency $ — $ 68 $ (164 ) $ (96 ) $ — $ 84 $ (30 ) $ 54 1. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 2. Cost includes fair value adjustments of $541 million at September 30, 2017 and $18 million at December 31, 2016 . 3. Presented net of cash collateral. Cost approximates fair value for all other financial instruments. Investments Dow’s marketable securities and other investments are primarily classified as available-for-sale securities. The following table provides the investing results from available-for-sale securities for the nine months ended September 30, 2017 and 2016 . Investing Results Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Proceeds from sales of available-for-sale securities $ 1,047 $ 418 Gross realized gains $ 153 $ 34 Gross realized losses $ (10 ) $ (2 ) The following table summarizes the contractual maturities of the Company’s investments in debt securities: Contractual Maturities of Debt Securities at Sep 30, 2017 Amortized Cost Fair Value In millions Within one year $ 6 $ 6 One to five years 321 330 Six to ten years 654 661 After ten years 246 266 Total $ 1,227 $ 1,263 At September 30, 2017 , the Company had $6,490 million ( $3,934 million at December 31, 2016 ) of held-to-maturity securities (primarily Treasury Bills and Time Deposits) classified as cash equivalents, as these securities had maturities of three months or less at the time of purchase; and $1,826 million classified as marketable securities as these securities had maturities of more than three months to less than one year at the time of purchase. The Company’s investments in held-to-maturity securities are held at amortized cost, which approximates fair value. At September 30, 2017 , the Company had investments in money market funds of $1,457 million classified as cash equivalents ( $239 million at December 31, 2016 ). The aggregate cost of the Company's cost method investments totaled $157 million at September 30, 2017 ( $120 million at December 31, 2016 ). Due to the nature of these investments, either the cost basis approximates fair value or fair value is not readily determinable. These investments are reviewed quarterly for impairment indicators. In the second quarter of 2016, a write-down of $4 million was recorded as part of the Dow 2016 restructuring charge. The Company's impairment analysis resulted in no additional reductions in the cost basis of these investments for the nine months ended September 30, 2017 (no reduction, other than the restructuring charge, for the nine months ended September 30, 2016 ). Repurchase and Reverse Repurchase Agreement Transactions Dow enters into repurchase and reverse repurchase agreements. These transactions are accounted for as collateralized borrowings and lending transactions bearing a specified rate of interest and are short-term in nature with original maturities of 30 days or less. The underlying collateral is typically Treasury Bills with longer maturities than the repurchase agreement. The impact of these transactions are not material to Dow’s results. There were no repurchase or reverse repurchase agreements outstanding at September 30, 2017 and December 31, 2016. Subsequent to September 30, 2017, Dow continued to invest excess cash in reverse repurchase agreements. There were $120 million of reverse repurchase agreements outstanding at the time of filing. Risk Management DowDuPont’s business operations give rise to market risk exposure due to changes in interest rates, foreign currency exchange rates, commodity prices and other market factors such as equity prices. To manage such risks effectively, the Company enters into a variety of contractual arrangements, pursuant to established guidelines and policies, which enable it to mitigate the adverse effects of financial market risk. Derivatives used for this purpose are designated as cash flow, fair value or net foreign investment hedges where appropriate. Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value. The Company’s risk management program for interest rate, foreign currency and commodity risks is based on fundamental, mathematical and technical models that take into account the implicit cost of hedging. Risks created by derivative instruments and the mark-to-market valuations of positions are strictly monitored. Counterparty credit risk arising from these contracts is not significant because the Company minimizes counterparty concentration, deals primarily with major financial institutions of solid credit quality, and the majority of its hedging transactions mature in less than three months. In addition, the Company minimizes concentrations of credit risk through its global orientation by transacting with large, internationally diversified financial counterparties. The notional amounts of the Company's derivative instruments were as follows: Notional Amounts Sep 30, 2017 Dec 31, 2016 In millions Derivatives designated as hedging instruments: Interest rate swaps $ 218 $ 245 Foreign currency contracts $ 8,510 $ 4,053 Derivatives not designated as hedging instruments: Foreign currency contracts $ 37,667 $ 12,388 The notional amounts of the Company's commodity derivatives were as follows: Commodity Gross Aggregate Notionals Sep 30, 2017 Dec 31, 2016 Notional Volume Unit Derivatives designated as hedging instruments: Corn 3.3 0.4 million bushels Crude Oil 4.9 0.6 million barrels Ethane 10.8 3.6 million barrels Natural Gas 389.4 78.6 million British thermal units Propane 5.4 1.5 millions barrels Soybeans 2.1 — million bushels Derivatives not designated as hedging instruments: Ethane 2.9 2.6 million barrels Gasoline — 30.0 kilotons Naptha Price Spread 30.0 50.0 kilotons Natural Gas 3.8 — million British thermal units Propane 2.9 2.7 million barrels Soybean 0.5 — million bushels Soybean Oil 3.3 — million pounds Soybean Meal 4.8 — kilotons Interest Rate Risk Management The Company enters into various interest rate contracts with the objective of lowering funding costs or altering interest rate exposures related to fixed and variable rate obligations. In these contracts, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated on an agreed-upon notional principal amount. Foreign Currency Risk Management Dow Dow's global operations require active participation in foreign exchange markets. Dow enters into foreign exchange forward contracts and options, and cross-currency swaps to hedge various currency exposures or create desired exposures. Exposures primarily relate to assets, liabilities and bonds denominated in foreign currencies, as well as economic exposure, which is derived from the risk that currency fluctuations could affect the dollar value of future cash flows related to operating activities. The primary business objective of the activity is to optimize the U.S. dollar ("USD") value of Dow’s assets, liabilities and future cash flows with respect to exchange rate fluctuations. Assets and liabilities denominated in the same foreign currency are netted, and only the net exposure is hedged. DuPont DuPont's objective in managing exposure to foreign currency fluctuations is to reduce earnings and cash flow volatility associated with foreign currency rate changes. Accordingly, DuPont enters into various contracts that change in value as foreign exchange rates change to protect the value of its existing foreign currency-denominated assets, liabilities, commitments and cash flows. DuPont routinely uses forward exchange contracts to offset its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities of its operations. The primary business objective of this hedging program is to maintain an approximately balanced position in foreign currencies so that exchange gains and losses resulting from exchange rate changes, net of related tax effects, are minimized. DuPont also uses foreign currency exchange contracts to offset a portion of DuPont's exposure to certain foreign currency-denominated revenues so that gains and losses on these contracts offset changes in the USD value of the related foreign currency-denominated revenues. The objective of the hedge program is to reduce earnings and cash flow volatility related to changes in foreign currency exchange rates. Commodity Risk Management The Company has exposure to the prices of commodities in its procurement of certain raw materials. The primary purpose of commodity hedging activities is to manage the price volatility associated with these forecasted inventory purchases. The Company enters into over-the-counter and exchange-traded derivative commodity instruments to hedge the commodity price risk. Derivatives Not Designated in Hedging Relationships Foreign Currency Contracts Dow Dow also uses foreign exchange forward contracts, options and cross-currency swaps that are not designated as hedging instruments primarily to manage foreign currency exposure. DuPont DuPont routinely uses forward exchange contracts to reduce its net exposure, by currency, related to foreign currency-denominated monetary assets and liabilities of its operations so that exchange gains and losses resulting from exchange rate changes are minimized. The netting of such exposures precludes the use of hedge accounting; however, the required revaluation of the forward contracts and the associated foreign currency-denominated monetary assets and liabilities intends to achieve a minimal earnings impact, after taxes. DuPont also uses foreign currency exchange contracts to offset a portion of the exposure to certain foreign currency-denominated revenues so gains and losses on the contracts offset changes in the USD value of the related foreign currency-denominated revenues. Commodity Contracts The Company utilizes futures, options and swap instruments that are effective as economic hedges of commodity price exposures, but do not meet hedge accounting criteria for derivatives and hedging, to reduce exposure to commodity price fluctuations on purchases of raw materials and inventory. Accounting for Derivative Instruments and Hedging Activities Cash Flow Hedges Dow For derivatives that are designated and qualify as cash flow hedging instruments, the effective portion of the gain or loss on the derivative is recorded in AOCL; it is reclassified to income in the same period or periods that the hedged transaction affects income. The unrealized amounts in AOCL fluctuate based on changes in the fair value of open contracts at the end of each reporting period. Dow anticipates volatility in AOCL and net income from its cash flow hedges. The amount of volatility varies with the level of derivative activities and market conditions during any period. Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current period income. Dow had open interest rate derivatives designated as cash flow hedges at September 30, 2017 , with a net loss of $2 million after tax (net loss of $4 million after tax at December 31, 2016 ). Dow had open foreign currency-contracts designated as cash flow hedges of the currency risk associated with forecasted feedstock transactions not extending beyond 2018. The effective portion of the mark-to-market effects of the foreign currency contracts is recorded in AOCL; it is reclassified to income in the same period or periods that the underlying feedstock purchase affects income. The net loss from the foreign currency hedges included in AOCL at September 30, 2017 , was $24 million after tax (net gain of $22 million after tax at December 31, 2016 ). Commodity swaps, futures and option contracts with maturities of not more than 63 months are utilized and designated as cash flow hedges of forecasted commodity purchases. Current open contracts hedge forecasted transactions until December 2022. The effective portion of the mark-to-market effect of the cash flow hedge instrument is recorded in AOCL; it is reclassified to income in the same period or periods that the underlying commodity purchase affects income. The net loss from commodity hedges included in AOCL at September 30, 2017 , was $102 million after tax ( $99 million after tax loss at December 31, 2016 ). Fair Value Hedges Dow For interest rate swap instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current period income and reflected as “Interest expense and amortization of debt discount” in the consolidated statements of income. The short-cut method is used when the criteria are met. During the first nine months of 2017, Dow entered into and subsequently terminated interest rate swaps designated as fair value hedges of underlying fixed rate debt obligations with maturity dates extending through 2024. The fair value adjustment resulting from these swaps was a gain on the derivative of $5 million . At September 30, 2017 and December 31, 2016 , Dow had no open interest rate swaps designated as fair value hedges of underlying fixed rate debt obligations. Subsequent to September 30, 2017, Dow entered into interest rate swaps with a gross notional USD equivalent of $770 million designated as a fair value hedge of underlying fixed rate debt obligations. Net Foreign Investment Hedges Dow For derivative instruments that are designated and qualify as net foreign investment hedges, the effective portion of the gain or loss on the derivative is included in “Cumulative Translation Adjustments” in AOCL. Dow had open foreign currency contracts designated as net foreign investment hedges at September 30, 2017 and December 31, 2016 . In addition, at September 30, 2017, Dow had outstanding foreign-currency denominated debt designated as a hedge of net foreign investment of $178 million ( $172 million at December 31, 2016 ). The results of hedges of Dow’s net investment in foreign operations included in “Cumulative Translation Adjustments” in AOCL was a net loss of $69 million after tax at September 30, 2017 (net gain of $1 million after tax at December 31, 2016 ). The net after-tax amounts to be reclassified from AOCL to income within the next 12 months are a $2 million loss for interest rate contracts, an $18 million loss for commodity contracts and a $22 million loss for foreign currency contracts. The following tables provide the Company's derivative assets and liabilities at September 30, 2017 and December 31, 2016 : Fair Value of Derivative Instruments Sep 30, 2017 In millions Balance Sheet Classification Gross Counterparty and Cash Collateral Netting 1 Net Amounts Included in the Consolidated Balance Sheet Asset derivatives: Derivatives designated as hedging instruments Foreign currency contracts Other current assets $ 63 $ (57 ) $ 6 Commodity contracts Other current assets 24 (6 ) 18 Commodity contracts Deferred charges and other assets 35 (5 ) 30 Total $ 122 $ (68 ) $ 54 Derivatives not designated as hedging instruments Foreign currency contracts Other current assets $ 226 $ (164 ) $ 62 Commodity contracts Other current assets 70 (3 ) 67 Commodity contracts Deferred charges and other assets 11 (2 ) 9 Total $ 307 $ (169 ) $ 138 Total asset derivatives $ 429 $ (237 ) $ 192 Liability derivatives: Derivatives designated as hedging instruments Interest rate swaps Accrued and other current liabilities $ 2 $ — $ 2 Interest rate swaps Other noncurrent obligations 2 — 2 Foreign currency contracts Accrued and other current liabilities 129 (57 ) 72 Commodity contracts Accrued and other current liabilities 71 (9 ) 62 Commodity contracts Other noncurrent obligations 157 (6 ) 151 Total $ 361 $ (72 ) $ 289 Derivatives not designated as hedging instruments Foreign currency contracts Accrued and other current liabilities $ 255 $ (163 ) $ 92 Commodity contracts Accrued and other current liabilities 66 (2 ) 64 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 323 $ (167 ) $ 156 Total liability derivatives $ 684 $ (239 ) $ 445 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 payable or receivable for cash collateral held or placed with the same counterparty. Fair Value of Derivative Instruments Dec 31, 2016 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting 2 Net Amounts Included in the Consolidated Balance Sheet Asset derivatives: Derivatives designated as hedging instruments Foreign currency contracts Other current assets $ 90 $ (47 ) $ 43 Commodity contracts Other current assets 42 (14 ) 28 Commodity contracts Deferred charges and other assets 10 (3 ) 7 Total $ 142 $ (64 ) $ 78 Derivatives not designated as hedging instruments Foreign currency contracts Accounts and notes receivable - Other $ 103 $ (62 ) $ 41 Commodity contracts Other current assets 13 (2 ) 11 Commodity contracts Deferred charges and other assets 12 (2 ) 10 Total $ 128 $ (66 ) $ 62 Total asset derivatives $ 270 $ (130 ) $ 140 Liability derivatives: Derivatives designated as hedging instruments Interest rate swaps Accrued and other current liabilities $ 3 $ — $ 3 Interest rate swaps Other noncurrent obligations 2 — 2 Foreign currency contracts Accrued and other current liabilities 55 (47 ) 8 Commodity contracts Accrued and other current liabilities 32 (14 ) 18 Commodity contracts Other noncurrent obligations 196 (3 ) 193 Total $ 288 $ (64 ) $ 224 Derivatives not designated as hedging instruments Foreign currency contracts Accrued and other current liabilities $ 84 $ (62 ) $ 22 Commodity contracts Accrued and other current liabilities 4 (2 ) 2 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 90 $ (66 ) $ 24 Total liability derivatives $ 378 $ (130 ) $ 248 1. Updated to conform with current year presentation. 2. 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 payable or receivable for cash collateral held or placed with the same counterparty. Assets and liabilities related to forward contracts, interest rate swaps, currency swaps, options and other conditional or exchange contracts executed with the same counterparty under a master netting arrangement are netted. Collateral accounts are netted with corresponding liabilities. The Company posted cash collateral of $6 million at September 30, 2017 (less than $1 million at December 31, 2016). Effect of Derivative Instruments Amount of Gain (Loss) Recognized in OCI 1 (Effective Portion) Amount of Gain (Loss) Recognized in Income 2,3 Three Months Ended Three Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 2 $ — Interest expense and amortization of debt discount 4 Cash flow hedges: Interest rate swaps 1 1 1 1 Interest expense and amortization of debt discount 4 Foreign currency contracts (7 ) (1 ) (2 ) (4 ) Cost of sales Foreign currency contracts (7 ) — (5 ) (1 ) Sundry income (expense) - net Commodity contracts 40 (20 ) (5 ) 7 Cost of sales Net investment hedges: Foreign currency contracts (30 ) — — — Total derivatives designated as hedging instruments $ (3 ) $ (20 ) $ (9 ) $ 3 Derivatives not designated as hedging instruments: Foreign currency contracts $ — $ — $ (6 ) $ (21 ) Sundry income (expense) - net Commodity contracts — — 19 (4 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ 13 $ (25 ) Total derivatives $ (3 ) $ (20 ) $ 4 $ (22 ) 1. OCI is defined as other comprehensive income (loss). 2. For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from AOCL into income during the period. For the three months ended September 30, 2017 and 2016 , there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. 4. Gain recognized in income of derivative is offset to zero by gain (loss) recognized in income of the hedged item. Effect of Derivative Instruments Amount of Gain (Loss) Recognized in OCI 1 (Effective Portion) Amount of Gain (Loss) Recognized in Income 2,3 Nine Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 5 $ — Interest expense and amortization of debt discount 4 Cash flow hedges: Interest rate swaps 5 1 3 3 Interest expense and amortization of debt discount 4 Foreign currency contracts (27 ) (11 ) 13 (3 ) Cost of sales Foreign currency contracts (21 ) — (14 ) — Sundry income (expense) - net Commodity contracts — 7 (1 ) (32 ) Cost of sales Net investment hedges: Foreign currency contracts (65 ) — — — Total derivatives designated as hedging instruments $ (108 ) $ (3 ) $ 6 $ (32 ) Derivatives not designated as hedging instruments: Foreign currency contracts $ — $ — $ (165 ) $ (53 ) Sundry income (expense) - net Commodity contracts — — 5 (12 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (160 ) $ (65 ) Total derivatives $ (108 ) $ (3 ) $ (154 ) $ (97 ) 1. OCI is defined as other comprehensive income (loss). 2. For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from AOCL into income during the period. For the nine months ended September 30, 2017 and 2016 , there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. 4. Gain recognized in income of derivative is offset to zero by gain (loss) recognized in income of the hedged item. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair Value Measurements on a Recurring Basis The following tables summarize the bases used to measure certain assets and liabilities at fair value on a recurring basis: Basis of Fair Value Measurements on a Recurring Basis at Sep 30, 2017 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total In millions Assets at fair value: Cash equivalents 1 $ — $ 7,947 $ — $ 7,947 Marketable securities 2 — 1,826 — 1,826 Interests in trade accounts receivable conduits 3 — — 1,839 1,839 Equity securities 4 94 51 — 145 Debt securities: 4 Government debt 5 — 603 — 603 Corporate bonds — 660 — 660 Derivatives relating to: 6 Commodities 41 99 — 140 Foreign currency — 214 — 214 Total assets at fair value $ 135 $ 11,400 $ 1,839 $ 13,374 Liabilities at fair value: Long-term debt 7 $ — $ 33,854 $ — $ 33,854 Derivatives relating to: 6 Interest rates — 4 — 4 Commodities 22 274 — 296 Foreign currency — 309 — 309 Total liabilities at fair value $ 22 $ 34,441 $ — $ 34,463 1. Treasury Bills, Time Deposits, and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value. 2. Time Deposits with maturities of greater than three months at time of acquisition. 3. Included in "Accounts and notes receivable - Other" in the consolidated balance sheets. See Note 11 for additional information on transfers of financial assets. 4. The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets. 5. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 6. See Note 18 for the classification of derivatives in the consolidated balance sheets. 7. See Note 18 for information on fair value measurements of long-term debt. Basis of Fair Value Measurements on a Recurring Basis at Dec 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total In millions Assets at fair value: Cash equivalents 1 $ — $ 4,173 $ — $ 4,173 Interests in trade accounts receivable conduits 2 — — 1,237 1,237 Equity securities 3 619 87 — 706 Debt securities: 3 Government debt 4 — 608 — 608 Corporate bonds — 645 — 645 Derivatives relating to: 5 Commodities 48 29 — 77 Foreign currency — 193 — 193 Total assets at fair value $ 667 $ 5,735 $ 1,237 $ 7,639 Liabilities at fair value: Long-term debt 6 $ — $ 22,807 $ — $ 22,807 Derivatives relating to: 5 Interest rates — 5 — 5 Commodities 20 214 — 234 Foreign currency — 139 — 139 Total liabilities at fair value $ 20 $ 23,165 $ — $ 23,185 1. Treasury Bills, Time Deposits, and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value. 2. Included in "Accounts and notes receivable - Other" in the consolidated balance sheets. See Note 11 for additional information on transfers of financial assets. 3. 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. 4. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 5. See Note 18 for the classification of derivatives in the consolidated balance sheets. 6. See Note 18 for information on fair value measurements of long-term debt. For assets and liabilities classified as Level 1 measurements (measured using quoted prices in active markets), total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. For time deposits classified as held-to-maturity investments and reported at amortized cost, fair value is based on an observable interest rate for similar securities. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For assets classified as Level 3 measurements, the fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity. The fair value of the Company’s interests held in trade receivable conduits is determined by calculating the expected amount of cash to be received using the key input of anticipated credit losses in the portfolio of receivables sold that have not yet been collected. Given the short-term nature of the underlying receivables, discount rate and prepayments are not factors in determining the fair value of the interests. The following table summarizes the changes in fair value measurements of interests held in trade receivable conduits using Level 3 inputs for the three and nine-month periods ended September 30, 2017 and September 30, 2016 : Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits 1 Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Balance at beginning of period $ 1,684 $ 1,149 $ 1,237 $ 943 Loss included in earnings 2 (15 ) — (17 ) (1 ) Purchases 305 480 1,558 1,440 Settlements (135 ) (129 ) (939 ) (882 ) Balance at end of period $ 1,839 $ 1,500 $ 1,839 $ 1,500 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. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Dow Consolidated Variable Interest Entities ("VIEs") Dow holds a variable interest in the following joint ventures or entities for which it is the primary beneficiary: Asia Pacific joint ventures Dow has variable interests in three joint ventures that own and operate manufacturing and logistics facilities, which produce chemicals and provide services in Asia Pacific. Dow's variable interests in these joint ventures relate to arrangements between the joint ventures and Dow, involving the majority of the output on take-or-pay terms with pricing ensuring a guaranteed return to the joint ventures. Polishing materials joint venture Dow has variable interests in a joint venture that manufactures products in Japan for the semiconductor industry. Each joint venture partner holds several equivalent variable interests, with the exception of a royalty agreement held exclusively between the joint venture and Dow. In addition, the entire output of the joint venture is sold to Dow for resale to third-party customers. Ethylene storage joint venture Dow has variable interests in a joint venture that provides ethylene storage in Alberta, Canada. Dow's variable interests relate to arrangements involving a majority of the joint venture's storage capacity on take-or-pay terms with pricing ensuring a guaranteed return to the joint venture; and favorably priced leases provided to the joint venture. Dow provides the joint venture with operation and maintenance services and utilities. Ethanol production and cogeneration in Brazil Dow was a partner in a joint venture located in Brazil that produces ethanol from sugarcane. Dow's variable interests in this joint venture related to an equity option between the partners, a parental loan and guarantee related to debt financing, and contractual arrangements limiting the partner's initial participation in the economics of certain assets and liabilities. After formation of the joint venture, the partners amended the governing documents, including terms of the equity option. Terms of the equity option required Dow to purchase the partner's equity investment at a price based on a specified formula if the partner elected to exit the joint venture. In August 2015, the partner exercised its equity option which required Dow to purchase their equity investment. On March 31, 2016, the partner's equity investment transferred to Dow. On July 11, 2016, Dow paid $202 million to the former partner, which is classified as "Purchases of noncontrolling interests" in the consolidated statements of cash flows. This former joint venture is now 100 percent owned by Dow. Dow continues to hold variable interests in a related entity that owns a cogeneration facility. Dow's variable interests are the result of a tolling arrangement where it provides fuel to the entity and purchases a majority of the cogeneration facility’s output on terms that ensure a return to the entity’s equity holders. Assets and Liabilities of Consolidated VIEs The Company's consolidated financial statements include the assets, liabilities and results of operations of VIEs for which the Company is the primary beneficiary. The other equity holders’ interests are reflected in "Net income attributable to noncontrolling interests" in the consolidated statements of income and "Noncontrolling interests" in the consolidated balance sheets. The following table summarizes the carrying amounts of these entities’ assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2017 and December 31, 2016 : Assets and Liabilities of Consolidated VIEs Sep 30, 2017 Dec 31, 2016 In millions Cash and cash equivalents $ 115 $ 75 Other current assets 100 95 Net property 925 961 Other noncurrent assets 51 55 Total assets 1 $ 1,191 $ 1,186 Current liabilities $ 255 $ 286 Long-Term debt 310 330 Other noncurrent obligations 43 47 Total liabilities 2 $ 608 $ 663 1. All assets were restricted at September 30, 2017 and December 31, 2016 . 2. All liabilities were nonrecourse at September 30, 2017 and December 31, 2016 . Dow holds a variable interest in an entity created to monetize accounts receivable of select European entities. Dow is the primary beneficiary of this entity as a result of holding subordinated notes while maintaining servicing responsibilities for the accounts receivable. The carrying amounts of assets and liabilities included in the Company’s consolidated balance sheets pertaining to this entity were current assets of $638 million ( zero restricted) at September 30, 2017 ( $477 million , zero restricted, at December 31, 2016 ) and current liabilities of $4 million ( zero nonrecourse) at September 30, 2017 (less than $1 million , zero nonrecourse, at December 31, 2016 ). Amounts presented in the consolidated balance sheets and the preceding table as restricted assets or nonrecourse obligations relating to consolidated VIEs at September 30, 2017 and December 31, 2016 are adjusted for intercompany eliminations and parental guarantees. Dow Nonconsolidated Variable Interest Entities Dow holds a variable interest in the following joint ventures or entities for which Dow is not the primary beneficiary. Polysilicon joint venture As a result of the DCC Transaction, Dow holds variable interests in Hemlock Semiconductor L.L.C. The variable interests relate to an equity interest held by Dow and arrangements between Dow and the joint venture to provide services. Dow is not the primary beneficiary, as it does not direct the activities that most significantly impact the economic performance of this entity; therefore, the entity is accounted for under the equity method of accounting. At September 30, 2017 , the Company had a negative investment basis of $850 million ( $902 million at December 31, 2016 ) in this joint venture, which is classified as "Other noncurrent obligations" in the consolidated balance sheets. The Company's maximum exposure to loss was zero at September 30, 2017 ( zero at December 31, 2016 ). Silicon joint ventures Also as a result of the DCC Transaction, Dow holds minority voting interests in certain joint ventures that produce silicon inputs for Dow Corning. These joint ventures operate under supply agreements that sell inventory to the equity owners using pricing mechanisms that guarantee a return, therefore shielding the joint ventures from the obligation to absorb expected losses. As a result of the pricing mechanisms of these agreements, these entities are determined to be variable interest entities. Dow is not the primary beneficiary, as it does not hold the power to direct the activities that most significantly impact the economic performance of these entities; therefore, the entities are accounted for under the equity method of accounting. The Company's maximum exposure to loss as a result of its involvement with these variable interest entities is determined to be the carrying value of the investment in these entities. At September 30, 2017 , the Company's investment in these joint ventures was $97 million ( $96 million at December 31, 2016 ) and is classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets, representing the Company's maximum exposure to loss. Crude acrylic acid joint venture Dow holds a variable interest in a joint venture that manufactures crude acrylic acid in the United States and Germany on behalf of Dow and the other joint venture partner. The variable interest relates to a cost-plus arrangement between the joint venture and each joint venture partner. Dow is not the primary beneficiary, as a majority of the joint venture’s output is committed to the other joint venture partner; therefore, the entity is accounted for under the equity method of accounting. At September 30, 2017 , the Company’s investment in the joint venture was $160 million ( $171 million at December 31, 2016 ), classified as “Investment in nonconsolidated affiliates” in the consolidated balance sheets, representing the Company’s maximum exposure to loss. AgroFresh Solutions, Inc. Dow holds variable interests in AgroFresh Solutions, Inc. ("AFSI"), a company that produces and sells proprietary technologies for the horticultural market. The variable interests in AFSI relate to a sublease agreement between Dow and AFSI; a tax receivable agreement that entitles Dow to additional consideration in the form of tax savings, which is contingent on the operations and earnings of AFSI; and contingent consideration, which is subject to certain performance conditions. Dow is not the primary beneficiary, as it is a minority shareholder in AFSI and AFSI is governed by a board of directors, the composition of which is mandated by AFSI's corporate governance requirements that a majority of the directors be independent. The Company's investment in AFSI was $44 million at September 30, 2017 ( $46 million at December 31, 2016 ), and is classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets. On April 4, 2017, Dow and AFSI revised certain agreements related to the divestiture of the AgroFresh business, including termination of an agreement related to a receivable for six million warrants, which was valued at $1 million at December 31, 2016 . Dow also entered into an agreement to purchase up to 5,070,358 shares of AFSI's common stock, which represented approximately 10 percent of AFSI's common stock outstanding at signing of the agreement, subject to certain terms and conditions. At September 30, 2017 , the Company had a receivable with AFSI of $4 million ( $12 million at December 31, 2016 ), which is classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. The Company's maximum exposure to loss was $48 million at September 30, 2017 ( $59 million at December 31, 2016 ). |
SEGMENTS AND GEOGRAPHIC REGIONS
SEGMENTS AND GEOGRAPHIC REGIONS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC REGIONS | SEGMENTS AND GEOGRAPHIC REGIONS Effective August 31, 2017, Dow and DuPont completed the previously announced merger of equals transaction pursuant to the Merger Agreement, resulting in a newly formed corporation named DowDuPont. See Note 3 for additional information on the Merger. As a result of the Merger, new operating segments were created which are used by management to allocate Company resources and assess performance. The new segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. DowDuPont is comprised of nine operating segments, which are aggregated into eight reportable segments: Agriculture; Performance Materials & Coatings; Industrial Intermediates & Infrastructure; Packaging & Specialty Plastics; Electronics & Imaging; Nutrition & Biosciences; Transportation & Advanced Polymers and Safety & Construction. Corporate contains the reconciliation between the totals for the reportable segments and the Company’s totals. The Company’s Nutrition & Biosciences segment consists of two operating segments, Nutrition & Health and Industrial Biosciences, which individually did not meet the quantitative thresholds. DowDuPont will report geographic information for the following regions: U.S. & Canada, Asia Pacific, Latin America, and Europe, Middle East, and Africa ("EMEA"). As a result of the Merger, Dow changed the geographic alignment for the country of India to be reflected in Asia Pacific (previously reported in EMEA) and aligned Puerto Rico to U.S. & Canada (previously reported in Latin America). The segment and geographic region reporting changes were retrospectively applied to all periods presented. Effective with the Merger, the Company changed its measure of profit/loss for segment reporting purposes from Operating EBITDA to pro forma Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines pro forma EBITDA as earnings (i.e., pro forma “Income from continuing operations before income taxes") before interest, depreciation, amortization and foreign exchange gains (losses). Pro forma Operating EBITDA is defined as pro forma EBITDA excluding the impact of significant items. A reconciliation of "Income from continuing operations, net of tax" to pro forma Operating EBITDA is provided at the end of this footnote. Prior year data has been updated to conform to current year presentation. The Company is also presenting pro forma net sales in this note as it is included in management's measure of segment performance and regularly reviewed by the CODM. Pro forma adjustments used in the calculation of pro forma net sales and pro forma Operating EBITDA were determined in accordance with Article 11 of Regulation S-X. Pro forma financial information is based on the historical consolidated financial statements of Dow and DuPont, adjusted to give effect to the Merger as if it had been consummated on January 1, 2016. Pro forma adjustments have been made for (1) the preliminary purchase accounting impact, (2) accounting policy alignment, (3) eliminate the effects of events that are directly attributable to the Merger Agreement (e.g., one-time transaction costs), (4) eliminate the impact of transactions between Dow and DuPont, and (5) eliminate the effect of consummated or probable and identifiable divestitures agreed to with certain regulatory agencies as a condition of approval for the Merger. Events that are not expected to have a continuing impact on the combined results (e.g., inventory step-up costs) are excluded from the pro forma adjustments. Corporate Profile The Company conducts its worldwide operations through global businesses which are reflected in the following reportable segments: AGRICULTURE The Agriculture segment leverages the Company’s technology, customer relationships and industry knowledge to improve the quantity, quality and safety of the global food supply and the global production agriculture industry. Land available for worldwide agricultural production is increasingly limited so production growth will need to be achieved principally through improving crop yields and productivity. The segment’s two global businesses, Seed and Crop Protection, deliver a broad portfolio of products and services that are specifically targeted to achieve gains in crop yields and productivity, including well-established brands of seed products, crop chemicals, seed treatment, agronomy and digital services. R&D focuses on leveraging germplasm and plant science technology to increase grower productivity and to enhance the value of grains and oilseeds through improved seed traits, superior seed germplasm and effective use of crop protection solutions. Seed Seed is a global leader in developing and supplying advanced plant genetic products and technologies. The Seed business is a world leader in developing, producing and marketing hybrid corn seed and soybean seed varieties, primarily under the Pioneer ® brand name, which improve the productivity and profitability of its customers. Additionally, the Seed business develops, produces and markets canola, cotton, sunflower, sorghum, wheat and rice seed, as well as silage inoculants. Crop Protection Crop Protection serves the global production agriculture industry with crop protection products for field crops such as wheat, corn, soybean and rice, and specialty crops such as fruit, nut, vine and vegetables. Principle crop protection products are weed control, disease control and insect control offerings for foliar application or as a seed treatment. PERFORMANCE MATERIALS & COATINGS The Performance Materials & Coatings segment consists of two global businesses - Coatings & Performance Monomers and Consumer Solutions. Using silicones, acrylics and cellulosics-based technology platforms, these businesses serve the needs of the coatings, home care, personal care, appliance and industrial end-markets. The segment has broad geographic reach and R&D and manufacturing facilities located in key geographic areas. Coatings & Performance Monomers Coatings & Performance Monomers consists of two businesses: Coating Materials and Performance Monomers. The Coating Materials business leads innovation in technologies that help advance the performance of paints and coatings. Its water-based acrylic emulsion technology revolutionized the global paint industry. The organization offers innovative and sustainable product solutions to accelerate paint and coating performance across diverse market segments, including architectural paint and coatings, as well as industrial coatings applications used in paper, leather, wood, metal packaging, traffic markings, maintenance and protective industries. The Performance Monomers business manufactures critical building blocks needed for the production of coatings, textiles, and home and personal care products. Included in this portfolio is the Plastics Additives business, a worldwide supplier of additives used in a large variety of applications ranging from packaging containers to consumer appliances and office equipment. Consumer Solutions Consumer Solutions consists of three businesses: Home & Personal Care; Feedstocks & Intermediates and Performance Silicones. The Home & Personal Care business collaborates closely with global and regional brand owners to deliver innovative solutions for creating new and unrivaled consumer benefits and experience. Feedstocks & Intermediates provides standalone silicone materials that are used in a wide range of applications including adhesion promoters, coupling agents, crosslinking agents, dispersing agents and surface modifiers. Performance Silicones uses innovative, versatile silicon-based technology to provide solutions and ingredients to customers in personal care, elastomers and the pressure sensitive industries. Joint Ventures The Performance Materials & Coatings segment includes the Company's share of the results of The HSC Group, a U.S.-based group of companies that manufacture and sell polycrystalline silicon products and owned 50 percent by the Company. INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE The Industrial Intermediates & Infrastructure segment consists of four global businesses: Construction Chemicals, Energy Solutions, Industrial Solutions, and Polyurethanes & CAV. These customer-centric global businesses develop and market customized materials using advanced technology and unique chemistries. These businesses serve the needs of market segments as diverse as: appliance; coatings; infrastructure; and oil and gas. The segment has broad geographic reach and R&D and manufacturing facilities located in key geographic areas. Construction Chemicals Construction Chemicals offers application and material science across a wide range of acrylic, cellulosic, and redispersible powder technologies designed to differentiate construction materials such as caulks, sealants, concrete sealers, elastomeric roof coatings, External Insulation and Finish System applications, and roof tile and siding coatings - all to advance the performance and durability of buildings and infrastructure. Energy Solutions Energy Solutions helps to provide energy to the world by supplying smart, innovative and customized solutions to enhance productivity and efficiency in the oil, gas and mining markets. This business is aligned with all markets of the oil and gas industry - from exploration, production including enhanced oil recovery, and oil and gas transmission, to refining and gas processing. Industrial Solutions The Industrial Solutions business enables manufacturing of the world’s goods and services with additive solutions that minimize friction and heat in mechanical processes, manage the oil and water interface, deliver active ingredients for maximum effectiveness, facilitate dissolvability and provide the foundational building blocks for the development of chemical technologies. The business supports industrial manufacturers associated with a large variety of end-markets, notably adhesives and inks, coatings, detergents and cleaners, and engine/heavy equipment. Industrial Solutions is also the world’s largest producer of purified ethylene oxide. Polyurethanes & CAV The Polyurethanes & CAV business group consists of two business: Polyurethanes and Chlor-Alkali and Vinyl ("CAV"). The Polyurethanes business is the world’s largest producer of propylene oxide and propylene glycol, a leading producer of polyether polyols and aromatic isocyanates that serve energy efficiency, consumer comfort and industrial market sectors, and an industry leader in the development of fully formulated polyurethane systems. Propylene oxide is produced by using the chlorohydrin process as well as by hydrogen peroxide to propylene oxide manufacturing technology. The CAV business provides cost advantaged chlorine and caustic soda supply and markets caustic soda, a valuable co-product of the chlor-alkali manufacturing process, and ethylene dichloride and vinyl chloride monomer. Joint Ventures The Industrial Intermediates & Infrastructure segment includes a portion of the Company's share of the results of the following joint ventures: • EQUATE Petrochemicals Company K.S.C. ("EQUATE") - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol 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 Industrial Intermediates & Infrastructure) 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 Packaging & Specialty 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, high-value added chemical products and other performance plastics; currently owned 35 percent by the Company. PACKAGING & SPECIALTY PLASTICS The Packaging & Specialty Plastics segment is a market-oriented portfolio composed of two global businesses: Hydrocarbons & Energy and Packaging and Specialty Plastics. The segment is advantaged through its low cost position into key feedstocks and broad geographic reach, with manufacturing facilities located in all geographic areas. It also benefits from R&D expertise to deliver leading-edge technology that provides a competitive benefit to customers in packaging. Taken together, the businesses in this segment represent the world's leading plastics franchise. Hydrocarbons & Energy The Hydrocarbons & Energy business is one of the largest global producers of ethylene, an internal feedstock that is consumed primarily within the Packaging & Specialty Plastics segment, and one of the world’s largest industrial energy producers. The Hydrocarbons business' global scale, operational discipline and feedstock flexibility create a cost-advantaged foundation for the Company's downstream, market-driven businesses. In North America, the increased supplies of natural gas and natural gas liquids (“NGLs”) remain a key cost-competitive advantage for the Company's ethane- and propane-based production. The Company's U.S. and European ethylene production facilities allow DowDuPont to use different feedstocks in response to price conditions. The Energy business produces or procures the energy used by DowDuPont, sells energy to customers located on DowDuPont manufacturing sites and also engages in opportunistic merchant sales driven by market conditions. Because of its unparalleled scale, purchasing power and global reach, the Energy business offers DowDuPont tremendous knowledge of world energy markets and the agility to respond to sudden changes in market conditions. Packaging and Specialty Plastics Packaging and Specialty Plastics serves high-growth, high-value sectors using world-class technology and a rich innovation pipeline that creates competitive advantages for customers and the entire value chain. The business is also a leader in polyolefin elastomers and ethylene propylene diene monomer elastomers. Market growth is expected to be driven by major shifts in population demographics; improving socioeconomic status in emerging geographies; consumer and brand owner demand for increased functionality; efforts to reduce food waste; growth in telecommunications networks; global development of electrical transmission and distribution infrastructure; and renewable energy applications. Joint Ventures Joint ventures play an integral role within the Packaging & Specialty Plastics segment by dampening earnings cyclicality and improving earnings growth. Principal joint ventures impacting the Packaging & Specialty Plastics segment are noted in the following section: Aligned 100 percent with Packaging & Specialty Plastics: • 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. Packaging & Specialty Plastics includes a portion of the results of: • 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 Industrial Intermediates & Infrastructure) 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 Packaging & Specialty 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, high-value added chemical products and other performance plastics; currently owned 35 percent by the Company. ELECTRONICS & IMAGING Electronics & Imaging is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics including mobile devices, television monitors, personal computers and electronics used in a variety of industries. The segment also serves the photovoltaics ("PV") and advanced printing industries. Electronics & Imaging is a leading provider of materials and solutions for the fabrication of semiconductors and integrated circuits addressing both front-end and back-end of the manufacturing process. By providing chemical mechanical planarization pads and slurries, photoresists and advanced coatings for lithography, removers and cleaners, dielectric and metallization solutions for back-end-of-line advanced chip packaging, along with silicones for light emitting diode ("LED") packaging and semiconductor applications, the segment offers the broadest portfolio of semiconductor and advanced packaging materials in the market. Electronics & Imaging provides permanent and process chemistries for the fabrication of printed circuit boards to include laminates and substrates, electroless and electrolytic metallization solutions, as well as patterning solutions and materials. The segment also provides innovative metallization processes for metal finishing, decorative, and industrial applications. Electronics & Imaging is a leading global supplier of innovative metallization pastes and back sheet materials for the production of solar cells and solar modules for the PV industry. The segment is also a leading supplier in the packaging graphics industry providing flexographic printing inks, photopolymer plates, and platemaking systems used in digital printing applications for textile, commercial and home-office use. In addition, the segment provides cutting-edge materials for the manufacturing of rigid and flexible displays for liquid crystal displays ("LCD"), advanced-matrix organic light emitting diode ("AMOLED"), and quantum dot ("QD") applications. Electronics & Imaging addresses all of these markets by leveraging a strong science and technology base to provide the critical materials and solutions for creating a more connected and digital world. NUTRITION & BIOSCIENCES Nutrition & Biosciences is an innovation-driven and customer-focused segment that provides solutions for the global food and beverage, pharma, personal care, and animal nutrition markets. It consists of two operating segments: Nutrition & Health and Industrial Biosciences. Nutrition & Health The Nutrition & Health business is one of the world’s largest producers of specialty food ingredients, developing and manufacturing solutions for the global food and beverage market. Its innovative and broad portfolio of natural-based ingredients marketed under the DuPont Danisco® brand serves to improve health and nutrition as well as taste and texture in a wide range of dairy, beverage, bakery, and dietary supplements applications. Its probiotics portfolio, including the HOWARU® brand, delivers consumers benefits in digestive and immune health. In addition to serving the global food and beverage market, the Nutrition & Health business is one of the world's largest producers of cellulosic- and alginates-based pharma excipients, used to improve the functionality and delivery of pharmaceuticals, and enabling the development of more effective pharma solutions. Industrial Biosciences The Industrial Biosciences business is an industry pioneer and innovator that works with customers to improve the performance, productivity and sustainability of their products and processes through biotechnology and engineering solutions including enzymes, biomaterials, biocides and antimicrobial solutions and process technology. Industrial Biosciences offers better, cleaner and safer solutions to a wide range of industries including animal nutrition, biofuels, apparel and textiles, food and beverages, cleaning, personal care, fertilizers, and oil and gas. TRANSPORTATION & ADVANCED POLYMERS Transportation & Advanced Polymers provides high-performance engineering resins, adhesives, lubricants and parts to engineers and designers in the transportation, electronics and medical end-markets to enable systems solutions for demanding applications and environments. The segment delivers a broad range of polymer-based high-performance materials in its product portfolio, including elastomers and thermoplastic and thermoset engineering polymers which are used by customers to fabricate components for mechanical, chemical and electrical systems. The main products include: DuPont™ Zytel® nylon resins, Delrin® acetal resins, Hytrel® polyester thermoplastic elastomer resins, Tynex® filaments, Vespel® parts and shapes, Vamac® ethylene acrylic elastomer, Kalrez® perfluoroelastomer, Crastin® PBT thermoplastic polyester resin, Rynite® PET polyester resin, Molykote® lubricants, Dow Corning® silicone solutions for healthcare, MULTIBASE™ TPSiV™ silicones for thermoplastics and BETASEAL™, BETAMATE™ and BETAFORCE™ structural and elastic adhesives. The segment produces innovative and differentiated adhesive technologies to meet customer specifications for durability, crash performance, and healthcare applications. Transportation & Advanced Polymers also targets the performance plastics and fluid solutions markets by developing technologies that differentiate customers’ products with improved performance characteristics. SAFETY & CONSTRUCTION Safety & Construction is a leading provider of engineered products and integrated systems for a number of industry verticals including construction, worker safety, energy, oil and gas, transportation, medical devices and water purification and separation. Safety & Construction addresses the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better. By uniting market-driven science with the strength of highly regarded brands, (including DuPont™ Kevlar® high-strength material, Nomex® thermal-resistant material, Corian® solid surfaces, and Tyvek® selective barriers, with Dow FILMTEC™, STYROFOAM™ and GREAT STUFF™) the segment delivers products to a broad array of markets including industrial, building and construction, consumer, military and law enforcement, automotive, aerospace, water processing and energy. Safety & Construction is investing in future growth initiatives such as the protection of perishable and temperature-sensitive foods and pharmaceutical products, new roofing products, flame resistant cargo containers, protective clothing with much higher levels of arc protection for utilities and more comfortable and higher particulate protection hoods for fire fighters. Safety & Construction is a leader in the construction, delivering insulation, air sealing and weatherization systems to improve energy efficiency, reduce energy costs and provide more sustainable buildings. Safety & Construction is also a leading provider of purification and separation technologies including reverse osmosis membranes and ion exchange resins to help customers with a broad array of separation and purification needs such as reusing waste water streams and making more potable drinking water. Through the Sustainable Solutions business unit, the segment is a leader in safety consulting, selling training products as well as consulting services, to improve the safety, productivity, and sustainability of organizations across a range of industries. CORPORATE Corporate includes certain enterprise and governance activities (including insurance operations, environmental operations, geographic management, etc.); the results of Ventures (including business incubation platforms and non-business aligned joint ventures); gains and losses on the sales of financial assets; severance costs; non-business aligned litigation expenses; discontinued or non-aligned businesses and pre-commercial activities. Segment Information Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Three months ended Sep 30, 2017 Net sales $ 1,532 $ 2,228 $ 3,228 $ 5,260 $ 832 $ 689 $ 636 $ 792 $ 157 $ 15,354 Pro forma net sales $ 1,911 $ 2,219 $ 3,226 $ 5,490 $ 1,198 $ 1,473 $ 1,299 $ 1,310 $ 159 $ 18,285 Pro forma Operating EBITDA 1 $ (239 ) $ 487 $ 676 $ 1,147 $ 382 $ 315 $ 325 $ 351 $ (223 ) $ 3,221 Equity in earnings (losses) of nonconsolidated affiliates $ (5 ) $ 39 $ 41 $ 64 $ — $ 3 $ 1 $ (1 ) $ 10 $ 152 Three months ended Sep 30, 2016 Net sales $ 1,233 $ 2,058 $ 2,773 $ 4,702 $ 646 $ 248 $ 273 $ 479 $ 71 $ 12,483 Pro forma net sales $ 1,998 $ 2,046 $ 2,770 $ 5,070 $ 1,138 $ 1,469 $ 1,187 $ 1,238 $ 75 $ 16,991 Pro forma Operating EBITDA 1 $ (172 ) $ 345 $ 401 $ 1,386 $ 341 $ 321 $ 303 $ 282 $ (185 ) $ 3,022 Equity in earnings (losses) of nonconsolidated affiliates $ 5 $ 31 $ (7 ) $ 39 $ — $ 3 $ — $ — $ (1 ) $ 70 Nine months ended Sep 30, 2017 Net sales $ 4,729 $ 6,580 $ 9,094 $ 15,364 $ 2,164 $ 1,223 $ 1,224 $ 1,716 $ 324 $ 42,418 Pro forma net sales $ 11,555 $ 6,537 $ 9,086 $ 16,300 $ 3,583 $ 4,391 $ 3,834 $ 3,852 $ 331 $ 59,469 Pro forma Operating EBITDA 1 $ 2,387 $ 1,508 $ 1,605 $ 3,424 $ 1,119 $ 950 $ 954 $ 905 $ (624 ) $ 12,228 Equity in earnings (losses) of nonconsolidated affiliates $ (1 ) $ 171 $ 101 $ 130 $ — $ 9 $ 1 $ (1 ) $ (8 ) $ 402 Nine months ended Sep 30, 2016 Net sales $ 4,456 $ 4,480 $ 8,024 $ 13,561 $ 1,647 $ 741 $ 629 $ 1,399 $ 201 $ 35,138 Pro forma net sales $ 11,396 $ 4,440 $ 8,015 $ 14,636 $ 3,084 $ 4,313 $ 3,316 $ 3,748 $ 212 $ 53,160 Pro forma Operating EBITDA 1 $ 2,222 $ 836 $ 1,183 $ 3,856 $ 842 $ 918 $ 769 $ 903 $ (600 ) $ 10,929 Equity in earnings (losses) of nonconsolidated affiliates $ 5 $ 126 $ (49 ) $ 83 $ 24 $ 8 $ 9 $ 1 $ (16 ) $ 191 1. A reconciliation of "Income from continuing operations, net of tax" to pro forma Operating EBITDA is provided below. Reconciliation of "Income from continuing operations, net of tax" to Pro Forma Operating EBITDA Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 + Provision for income taxes on continuing operations 571 271 1,239 291 Income from continuing operations before income taxes $ 1,125 $ 1,089 $ 4,067 $ 4,611 + Depreciation and amortization 1,001 780 2,518 2,067 - Interest income 1 39 26 86 64 + Interest expense and amortization of debt discount 283 220 728 629 - Foreign exchange gains (losses), net 1 72 (37 ) 16 (102 ) + Pro forma adjustments 134 306 3,179 3,871 Pro forma EBITDA $ 2,432 $ 2,406 $ 10,390 $ 11,216 - Adjusted significant items 2 (789 ) (616 ) (1,838 ) 287 Pro forma Operating EBITDA $ 3,221 $ 3,022 $ 12,228 $ 10,929 1. Included in "Sundry income (expense) - net." 2. Adjusted significant items, excluding the impact of one-time transaction costs directly attributable to the Merger and reflected in the pro forma adjustments. The following tables summarize the pretax impact of adjusted significant items by segment that were excluded from pro forma Operating EBITDA above: Adjusted Significant Items by Segment for the Three Months Ended Sep 30, 2017 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Gain on sale of business/entity 1 $ — $ — $ — $ 227 $ — $ — $ — $ — $ — $ 227 Integration and separation costs 2 — — — — — — — — (459 ) (459 ) Inventory step-up amortization 3 (83 ) — — (28 ) (50 ) (104 ) (68 ) (34 ) — (367 ) Restructuring and asset related charges - net 4 — — — — — — — — (180 ) (180 ) Transaction costs and productivity actions 5 — — — — — — — — (10 ) (10 ) Total $ (83 ) $ — $ — $ 199 $ (50 ) $ (104 ) $ (68 ) $ (34 ) $ (649 ) $ (789 ) 1. Includes the sale of Dow's global EAA copolymers and ionomers business. See Note 3 for additional information. 2. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 3. Includes the fair value step-up in DuPont's inventories as a result of the Merger of $360 million and the amortization of a basis difference related to the fair value step-up in inventories of $7 million . See Note 3 for additional information. 4. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 5. Includes implementation costs associated with Dow's restructuring programs and other productivity actions. Adjusted Significant Items by Segment for the Three Months Ended Sep 30, 2016 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Asset impairments and other charges 1 $ — $ — $ — $ — $ — $ (158 ) $ — $ — $ — $ (158 ) Impact of Dow Corning ownership restructure 2 — (140 ) — — (44 ) — (28 ) — — (212 ) Integration and separation costs 3 — — — — — — — — (160 ) (160 ) Restructuring and asset related charges - net 4 (14 ) — — — (2 ) — — 1 (2 ) (17 ) Transaction costs and productivity actions 5 — — — — — — — — (69 ) (69 ) Total $ (14 ) $ (140 ) $ — $ — $ (46 ) $ (158 ) $ (28 ) $ 1 $ (231 ) $ (616 ) 1. Includes a write-down of DuPont indefinite lived intangible assets related to the realignment of brand marketing strategies and a determination to phase out the use of certain acquired trade names. 2. Includes the fair value step-up in inventories related to the ownership restructure of Dow Corning. See Note 3 for additional information. 3. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 4. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 5. Includes implementation costs of $36 million associated with Dow's restructuring programs and other productivity actions. Also includes a charge of $33 million for a retained litigation matter related to the chlorine value chain. Adjusted Significant Items by Segment for the Nine Months Ended Sep 30, 2017 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Gain on sale of business/entity 1 $ — $ — $ — $ 227 $ — $ 162 $ — $ — $ 7 $ 396 Integration and separation costs 2 — — — — — — — — (997 ) (997 ) Inventory step-up amortization 3 (83 ) — — (28 ) (50 ) (104 ) (68 ) (34 ) — (367 ) Litigation related charges, awards and adjustments 4 (469 ) — — 137 — — — — — (332 ) Restructuring and asset related charges - net 5 — 3 — — (3 ) (6 ) (4 ) (265 ) (205 ) (480 ) Transaction costs and productivity actions 6 — — — — — — — — (58 ) (58 ) Total $ (552 ) $ 3 $ — $ 336 $ (53 ) $ 52 $ (72 ) $ (299 ) $ (1,253 ) $ (1,838 ) 1. Includes the sale of Dow's global EAA copolymers and ionomers business ( $227 million ), post-closing adjustments on the split-off of Dow's chlorine value chain ( $7 million ) and the sale of DuPont's global food safety diagnostic business ( $162 million ). 2. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 3. Includes the fair value step-up in DuPont's inventories as a result of the Merger of $360 million and the amortization of a basis difference related to the fair value step-up in inventories of $7 million . See Note 3 for additional information. 4. Includes an arbitration matter with Bayer CropScience ( $469 million charge) and a patent infringement matter with Nova Chemicals Corporation ( $137 million gain). See Note 13 for additional information. 5. Includes Dow and DuPont restructuring |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The unaudited interim consolidated financial statements of DowDuPont and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These unaudited interim consolidated financial statements also include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. |
Consolidation | Intercompany transactions and balances are eliminated in consolidation. |
Equity Method Investments | Investments in nonconsolidated affiliates (20-50 percent owned companies or less than 20 percent owned companies over which significant influence is exercised) are accounted for using the equity method. |
Use of Estimates in Financial Statement Preparation | The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. |
Asbestos-Related Matters | Accruals for asbestos-related matters, including defense and processing costs, are recorded based on an analysis of claim and resolution activity, defense spending, and pending and future claims. These accruals are assessed at each balance sheet date to determine if the asbestos-related liability remains appropriate. Accruals for asbestos-related matters are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Asbestos-related liabilities - noncurrent.” |
Legal Costs | The Company expenses legal costs as incurred, with the exception of defense and processing costs associated with asbestos-related matters. |
Foreign Currency Transaction | The local currency or U.S. dollar have been primarily used as the functional currency throughout the world. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets in "Accumulated other comprehensive loss" ("AOCL"). For certain subsidiaries, the U.S. dollar is used as the functional currency. This occurs when the subsidiary operates in an economic environment where the products produced and sold are tied to U.S. dollar-denominated markets, or when the foreign subsidiary operates in a hyper-inflationary environment. Where the U.S. dollar is used as the functional currency, foreign currency translation gains and losses are reflected in income. |
Environmental Matters | Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in “Accrued and other current liabilities” and “Other noncurrent obligations” at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets in “Accounts and notes receivable - Other.” Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable. |
Cash and Cash Equivalents | Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase. |
Financial Instruments | The Company calculates the fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available for various types of financial instruments (such as forwards, options and swaps), the Company uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows. The Company utilizes derivatives to manage exposures to foreign currency exchange rates, commodity prices and interest rate risk. The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported in income or AOCL, depending on the use of the derivative and whether it qualifies for hedge accounting treatment. Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in AOCL, to the extent the hedges are effective, until the underlying transactions are recognized in income. To the extent effective, gains and losses on derivative and nonderivative instruments used as hedges of the Company’s net investment in foreign operations are recorded in AOCL as part of the cumulative translation adjustment. The ineffective portions of cash flow hedges and hedges of net investment in foreign operations, if any, are recognized in income immediately. Gains and losses on derivatives designated and qualifying as fair value hedging instruments, as well as the offsetting losses and gains on the hedged items, are reported in income in the same accounting period. Derivatives not designated as hedging instruments are marked-to-market at the end of each accounting period with the results included in income. |
Inventories | Inventories are stated at the lower of cost or net realizable value. The method of determining cost for each subsidiary varies among last-in, first-out (“LIFO”); first-in, first-out (“FIFO”); and average cost, and is used consistently from year to year. The Company routinely exchanges and swaps raw materials and finished goods with other companies to reduce delivery time, freight and other transportation costs. These transactions are treated as non-monetary exchanges and are valued at cost. |
Property | Land, buildings and equipment, including property under capital lease agreements, are carried at cost less accumulated depreciation. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income. |
Impairment and Disposal of Long-Lived Assets | The Company evaluates long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value based on bids received from third parties, prices of similar assets or other valuation methodologies including a discounted cash flow analysis based on market participant assumptions. Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value, and depreciation is recognized over the remaining useful life of the assets. |
Goodwill and Other Intangible Assets | The Company records goodwill when the purchase price of a business combination exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. The Company primarily utilizes a discounted cash flow methodology to calculate the fair value of its reporting units. Finite-lived intangible assets such as purchased customer lists, developed technology, patents, trademarks and software, are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from three to twenty years, or amortized based on units of production. Indefinite-lived intangible assets are reviewed for impairment or obsolescence annually, or more frequently when events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows. |
Asset Retirement Obligations | The Company records asset retirement obligations as incurred and reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The fair values of obligations are recorded as liabilities on a discounted basis and are accreted over time for the change in present value. Costs associated with the liabilities are capitalized and amortized over the estimated remaining useful life of the asset. |
Investments | Investments in debt and marketable equity securities (including warrants) are classified as trading, available-for-sale or held-to-maturity. Investments classified as trading are reported at fair value with unrealized gains and losses related to mark-to-market adjustments included in income. Those classified as available-for-sale are reported at fair value with unrealized gains and losses recorded in AOCL. Those classified as held-to-maturity are recorded at amortized cost. The cost of investments sold is determined by FIFO or specific identification. The Company routinely reviews available-for-sale and held-to-maturity securities for other-than-temporary declines in fair value below the cost basis. When events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the security is written down to fair value, establishing a new cost basis. |
Revenue | Sales are recognized when the revenue is realized or realizable, and the earnings process is complete. Revenue for product sales is recognized as risk and title to the product transfer to the customer, which usually occurs at the time shipment is made. As such, title to the product passes when the product is delivered to the freight carrier. The Company's standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. Freight costs and any directly related costs of transporting finished product to customers are recorded as “Cost of sales” in the consolidated statements of income. Revenue related to Dow's insurance operations includes third-party insurance premiums, which are earned over the terms of the related insurance policies and reinsurance contracts. Revenue related to the initial licensing of patents and technology is recognized when earned; revenue related to running royalties is recognized according to licensee production levels. |
Royalty Expense | The Company’s Agriculture segment currently has certain third party biotechnology trait license agreements, which require upfront and variable payments subject to the licensor meeting certain conditions. These payments are reflected as "Other current assets" and "Deferred charges and other assets" in the consolidated balance sheets and are amortized to "Cost of sales" in the consolidated statements of income as seeds containing the respective trait technology are utilized over the life of the license. The Company evaluates the carrying value of the prepaid royalties when events or changes in circumstances indicate the carrying value may not be recoverable. |
Severance Costs | The Company routinely reviews its operations around the world in an effort to ensure competitiveness across its businesses and geographic regions. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under Dow and DuPont's ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated. |
Integration and Separation Costs | The Company classifies expenses related to the Merger and the ownership restructure of Dow Corning as "Integration and separation costs" in the consolidated statements of income. Merger-related costs include: costs incurred to prepare for and close the Merger, post-Merger integration expenses and costs incurred to prepare for the separation of the Company’s agriculture, materials science and specialty products businesses. The Dow Corning related-costs include: costs incurred to prepare for and close the ownership restructure as well as integration expenses. These costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities. |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date. The Company recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. The current portion of uncertain income tax positions is included in “Income taxes payable” and the long-term portion is included in “Other noncurrent obligations” in the consolidated balance sheets. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested. |
Earnings per Common Share | The calculation of earnings per common share is based on the weighted-average number of the Company’s common shares outstanding for the applicable period. The calculation of diluted earnings per common share reflects the effect of all dilutive potential common shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. |
Recent Accounting Guidance | Recently Adopted Accounting Guidance In the first quarter of 2017, the Company adopted ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for share-based payment awards to employees, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Under the new guidance, excess tax benefits related to equity compensation are recognized in "Provision for income taxes on continuing operations" in the consolidated statements of income rather than in "Additional paid-in capital" in the consolidated balance sheets and this change was applied on a prospective basis. Changes to the consolidated statements of cash flows related to the classification of excess tax benefits and employee taxes paid for share-based payment arrangements were implemented on a retrospective basis. See Note 1 for additional information. Accounting Guidance Issued But Not Adopted at September 30, 2017 In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," issued in August 2015, revised the effective date for this ASU to annual and interim periods beginning on or after December 15, 2017, with early adoption permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. In May 2014, the FASB and International Accounting Standards Board formed The Joint Transition Resource Group for Revenue Recognition ("TRG"), consisting of financial statement preparers, auditors and users, to seek feedback on potential issues related to the implementation of the new revenue standard. As a result of feedback from the TRG, the FASB issued additional guidance to provide clarification, implementation guidance and practical expedients to address some of the challenges of implementation. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which is an amendment on assessing whether an entity is a principal or an agent in a revenue transaction. This amendment addresses issues to clarify the principal versus agent assessment and lead to more consistent application. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which contains amendments to the new revenue recognition standard on identifying performance obligations and accounting for licenses of intellectual property. The amendments related to identifying performance obligations clarify when a promised good or service is separately identifiable and allows entities to disregard items that are immaterial in the context of a contract. The licensing implementation amendments clarify how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," which provides clarity and implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The new standards have the same effective date and transition requirements as ASU 2014-09. The Company has a team in place to analyze ASU 2014-09 and the related ASU's across all revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. The Company is completing contract evaluations and validating the results from applying the requirements under the new standard. The Company is in the process of finalizing its accounting policies, drafting the new disclosures, quantifying the potential financial adjustment and completing its evaluation of the impact of the accounting and disclosure requirements on its business processes, controls and systems. Full implementation will be complete by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on accounting for product sales and licensing arrangements to remain substantially unchanged. The Company expects to adopt the new standard using the modified retrospective approach, under which the cumulative effect of initially applying the new guidance is recognized as an adjustment to the opening balance of retained earnings in the first quarter of 2018. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company will adopt the new guidance in the first quarter of 2018 and the adoption of this guidance will not have a material impact on the Consolidated Financial Statements. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that a lessee recognize assets and liabilities for leases with lease terms of more than twelve months and recognition, presentation and measurement in the financial statements will depend on its classification as a finance or operating lease. In addition, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from current U.S. GAAP but does contain some targeted improvements to align with the new revenue recognition guidance issued in 2014. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, using a modified retrospective approach, and early adoption is permitted. The Company has a team in place to evaluate the new guidance and to facilitate the development of business processes and controls around leases to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2019. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which addresses diversity in practice in how certain cash receipts and cash payments are presented and classified in the statements of cash flows and addresses eight specific cash flow issues. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments should be applied using a retrospective transition method to each period presented, if practicable. Early adoption is permitted, including adoption in an interim period, and any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. All amendments must be adopted in the same period. A key provision in the new guidance will impact the presentation of interests in certain trade accounts receivable conduits in the consolidated statements of cash flows. The Company is currently evaluating the impact of adopting this guidance in the first quarter of 2018. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. Early adoption is permitted in the first interim period of an annual reporting period for which financial statements have not been issued. The Company will adopt the new guidance in the first quarter of 2018 and the adoption of this guidance will not have a material impact on the Consolidated Financial Statements. In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which addresses the diversity in practice on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and ending total amounts shown on the statement of cash flows. This new standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. The new guidance will change the presentation of restricted cash in the consolidated statements of cash flows and will be applied retrospectively in the first quarter of 2018. In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805), Clarifying the Definition of a Business," which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The guidance requires an entity to evaluate if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively the "set") is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs, as defined by the ASU. The new standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, and should be applied prospectively. Early adoption is permitted. The Company will adopt the new guidance in the first quarter of 2018 and will apply it to all applicable transactions after the adoption date. In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment." The new guidance eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new guidance, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is planning to early adopt the new guidance for the annual goodwill impairment tests that will be performed in the fourth quarter of 2017. In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets," which clarifies the scope of guidance on nonfinancial asset derecognition in Accounting Standards Codification ("ASC") 610-20 and the accounting for partial sales of nonfinancial assets. The new guidance also conforms the derecognition guidance for nonfinancial assets with the model in the new revenue standard (ASU 2014-09). The new standard is effective for annual reporting periods, and interim periods within those fiscal years, beginning after December 15, 2017, and an entity is required to apply the amendments at the same time that it applies the amendments in ASU 2014-09. The Company is planning to apply the new guidance with the implementation of the new revenue standard in the first quarter of 2018. In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for employer sponsored defined benefit pension and other postretirement benefit plans. Under the new guidance, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost will be presented separately from the line item(s) that includes the service cost. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted at the beginning of an annual period in which the financial statements have not been issued. Entities must use a retrospective transition method to adopt the requirement for separate presentation of the income statement service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company is currently evaluating the impact of adopting this guidance. In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which amends the hedge accounting recognition and presentation under ASC 815, with the objectives of improving the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities and simplifying the application of hedge accounting by preparers. The new standard expands the strategies eligible for hedge accounting, relaxes the timing requirements of hedge documentation and effectiveness assessments, and permits, in certain cases, the use of qualitative assessments on an ongoing basis to assess hedge effectiveness. The new guidance also requires new disclosures and presentation. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim or annual period after issuance of the ASU. Entities must adopt the new guidance by applying a modified retrospective approach to hedging relationships existing as of the adoption date. The Company is currently evaluating the impact of adopting this guidance. |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of changes to the Consolidated Statements of Cash Flows | A summary of the changes made to the consolidated statements of cash flows for the nine months ended September 30, 2016, is included in the following table: Summary of Changes to the Consolidated Statements of Cash Flows Nine Months Ended Sep 30, 2016 In millions As Filed Updated Operating Activities Excess tax benefits from share-based payment arrangements $ (39 ) $ — Other assets and liabilities, net $ 455 $ 520 Cash provided by operating activities $ 3,615 $ 3,719 Financing Activities Excess tax benefits from share-based payment arrangements $ 39 $ — Employee taxes paid for share-based payment arrangements $ — $ (65 ) Cash used in financing activities $ (2,688 ) $ (2,792 ) |
Schedule of changes in financial statement presentation | The changes to the financial statements are summarized as follows: Consolidated Statements of Income Costs associated with integration and separation activities are now separately reported as “Integration and separation costs” and have been reclassified from “Cost of sales” and “Selling, general and administrative expenses.” In addition, “Interest income” has been reclassified to “Sundry income (expense) - net.” A summary of the changes made to the consolidated statements of income is as follows: Summary of Changes to the Consolidated Statements of Income Three Months Ended Nine Months Ended Sep 30, 2016 Sep 30, 2016 In millions As Filed Updated As Filed Updated Cost of sales $ 9,841 $ 9,840 $ 27,067 $ 27,066 Selling, general and administrative expenses $ 864 $ 738 $ 2,393 $ 2,166 Integration and separation costs $ — $ 127 $ — $ 228 Sundry income (expense) - net $ (4 ) $ 22 $ 1,305 $ 1,369 Interest income $ 26 $ — $ 64 $ — Consolidated Balance Sheets The Company reclassified “Dividends payable” to “Accrued and other current liabilities” and the current portion of deferred revenue has been reclassified from “Accounts payable - Other” to “Accrued and other current liabilities.” In addition, certain derivative assets have been reclassified from “Accounts and notes receivable - Other” to “Other current assets” and certain derivative liabilities have been reclassified from “Accounts payable - Other” to “Accrued and other current liabilities.” A summary of the changes made to the consolidated balance sheets is as follows: Summary of Changes to the Consolidated Balance Sheets Dec 31, 2016 In millions As Filed Updated Accounts and notes receivable - Other $ 4,358 $ 4,312 Other current assets $ 665 $ 711 Accounts payable - Other $ 2,401 $ 2,097 Dividends payable $ 508 $ — Accrued and other current liabilities $ 3,669 $ 4,481 Consolidated Statements of Cash Flows A summary of the changes made to the consolidated statements of cash flows is as follows: Summary of Changes to the Consolidated Statements of Cash Flows Nine Months Ended Sep 30, 2016 In millions As Filed Updated Operating Activities Net periodic pension benefit cost $ — $ 312 Net gain on sales of assets, businesses and investments $ — $ (179 ) Net gain on sales of investments $ (97 ) $ — Net gain on sales of property, businesses and consolidated companies $ (82 ) $ — Other net loss $ 97 $ 300 Accounts payable $ 695 $ 1,031 Other assets and liabilities, net 1 $ 520 $ (331 ) Financing Activities Transaction financing, debt issuance and other costs $ (2 ) $ — Other financing activities, net $ — $ (2 ) 1. As updated for ASU 2016-09. Consolidated Statements of Equity A summary of the changes made to the consolidated statements of equity is as follows: Summary of Changes to the Consolidated Statements of Equity Nine Months Ended Sep 30, 2016 In millions As Filed Updated Dividend equivalents on participating securities $ (21 ) $ — Other $ — $ (21 ) |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of fair value of consideration transferred | The following table summarizes the fair value of consideration exchanged as a result of the Merger: Consideration (In millions, except exchange ratio) DuPont Common Stock outstanding as of Aug 31, 2017 868.3 DuPont exchange ratio 1.2820 DowDuPont Common Stock issued in exchange for DuPont Common Stock 1,113.2 Fair value of DowDuPont Common Stock issued 1 $ 74,195 Fair value of DowDuPont equity awards issued in exchange for outstanding DuPont equity awards 2 485 Total consideration $ 74,680 1. Amount was determined based on the price per share of Dow Common Stock of $66.65 on August 31, 2017. 2. Represents the fair value of replacement awards issued for DuPont's equity awards outstanding immediately before the Merger and attributable to the service periods prior to the Merger. The previous DuPont equity awards were converted into the right to receive 1.2820 shares of DowDuPont Common Stock. |
Schedule of assets acquired and liabilities assumed | The table below presents the preliminary fair value that was allocated to DuPont's assets and liabilities based upon fair values as determined by DowDuPont. The valuation process to determine the fair values is not yet complete. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the Merger. Final determination of the fair values may result in further adjustments to the values presented in the following table: DuPont Assets Acquired and Liabilities Assumed on Aug 31, 2017 In millions Fair Value of Assets Acquired Cash and cash equivalents $ 4,005 Marketable securities 2,849 Accounts and notes receivable - Trade 6,199 Accounts and notes receivable - Other 1,652 Inventories 8,886 Other current assets 360 Assets held for sale 3,184 Investment in nonconsolidated affiliates 1,685 Other investments 50 Noncurrent receivables 84 Net property 12,122 Goodwill 1 45,501 Other intangible assets 1 27,844 Deferred income tax assets 487 Deferred charges and other assets 1,942 Total Assets $ 116,850 Fair Value of Liabilities Assumed Notes Payable $ 4,046 Long-term debt due within one year 1,273 Accounts payable - Trade 2,344 Accounts payable - Other 939 Income taxes payable 140 Accrued and other current liabilities 3,517 Liabilities held for sale 104 Long-Term debt 9,878 Deferred income tax liabilities 9,408 Pension and other postretirement benefits - noncurrent 2 8,092 Other noncurrent obligations 2,028 Total Liabilities $ 41,769 Noncontrolling interests 401 Net Assets (Consideration for the Merger) $ 74,680 1. See Note 10 for additional information. 2. Includes pension and other postretirement benefits as well as long-term disability obligations. The following table summarizes the fair values of Dow Corning's assets and liabilities, excluding the HSC Group, which are now fully consolidated by Dow. The valuation process was complete at December 31, 2016. Dow Corning Assets Acquired and Liabilities Assumed on Jun 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 developed technology, $2 million of software and $1,755 million of customer-related intangibles. 2. Includes pension and other postretirement benefits as well as long-term disability obligations. |
Schedule of results of operations and pro forma results of operations | The unaudited pro forma results for all periods presented below exclude the results of operations of the DuPont Divested Ag Business as this divestiture is reflected as discontinued operations. The Dow global EAA copolymers and ionomers business, through August 31, 2017, and Dow Agrosciences’ corn seed business divestitures are included in the results from continuing operations in the unaudited pro forma results presented below, for all periods presented, as these divestitures do not qualify for discontinued operations. DowDuPont Pro Forma Results of Operations Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Net sales $ 18,319 $ 17,109 $ 59,620 $ 53,388 Income from continuing operations, net of tax $ 762 $ 516 $ 4,351 $ 2,744 Earnings per common share from continuing operations - basic $ 0.31 $ 0.18 $ 1.82 $ 1.08 Earnings per common share from continuing operations - diluted $ 0.31 $ 0.18 $ 1.80 $ 1.07 The following table provides "Net sales" and "Loss from continuing operations before income taxes" of DuPont included in the Company's results since the August 31, 2017 Merger. Included in the results from DuPont was $40 million of "Restructuring and asset related charges - net" (see Note 4 for additional information), $360 million that was recognized in "Cost of sales" as inventory was sold related to the fair value step-up of inventories and $71 million of "Integration and separation costs." DuPont Results of Operations Sep 1 - In millions Sep 30, 2017 Net sales $ 1,734 Loss from continuing operations before income taxes $ (303 ) |
Schedule of divestitures | EAA Copolymers and Ionomers Assets Divested on Sep 1, 2017 In millions Current assets $ 34 Net property 12 Goodwill 23 Net carrying value divested $ 69 The results of operations of DuPont's Divested Ag Business are presented as discontinued operations as summarized below, representing activity subsequent to the Merger: Results of Operations of DuPont's Divested Ag Business Three and Nine Months Ended In millions Sep 30, 2017 Net sales $ 116 Cost of sales 110 Research and development expenses 9 Selling, general and administrative expenses 29 Loss from discontinued operations before income taxes $ (32 ) Benefit from income taxes (12 ) Loss from discontinued operations, net of tax $ (20 ) The following table presents capital expenditures of the discontinued operations related to DuPont's Divested Ag Business, representing activity subsequent to the Merger: Capital Expenditures of DuPont's Divested Ag Business Three and Nine Months Ended In millions Sep 30, 2017 Capital expenditures $ 4 The carrying amount of major classes of assets and liabilities classified as assets and liabilities held for sale at September 30, 2017 , related to DuPont's Divested Ag Business consists of the following: Carrying Values of Assets and Liabilities of DuPont's Divested Ag Business In millions Sep 30, 2017 Cash and cash equivalents $ 125 Accounts and notes receivable - net 39 Inventories 973 Other current assets 1 Net property 523 Goodwill 145 Other intangible assets 1,360 Deferred charges and other assets 5 Total assets held for sale $ 3,171 Accounts payable $ 62 Accrued and other current liabilities 13 Pension and other postretirement benefits - noncurrent 12 Other noncurrent obligations 21 Total liabilities held for sale $ 108 |
RESTRUCTURING AND ASSET RELAT33
RESTRUCTURING AND ASSET RELATED CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve activity | The table also summarizes the activities related to Dow's 2016 restructuring reserve, which is included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. 2016 Restructuring Activities Severance and Related Benefit Costs Asset Related Charges and Other Costs Associated with Exit and Disposal Activities Total In millions Performance Materials & Coatings $ — $ 27 $ 15 $ 42 Industrial Intermediates & Infrastructure — 70 13 83 Packaging & Specialty 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 Dec 31, 2016 $ 201 $ — $ 27 $ 228 Adjustments to the reserve 1 — — (3 ) (3 ) Cash payments (141 ) — — (141 ) Reserve balance at Sep 30, 2017 $ 60 $ — $ 24 $ 84 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income and reflected in the Performance Materials & Coatings segment. The following table summarizes the activities related to the Company's 2017 restructuring reserve, which is included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. 2017 Restructuring Activities Severance and Related Benefit Costs In millions 2017 restructuring charges $ 179 Cash payments (20 ) Non-cash compensation (7 ) Reserve balance at Sep 30, 2017 $ 152 The following table summarizes adjustments made to the 2015 restructuring reserve for the three- and nine-month periods ended September 30, 2017 and 2016. Adjustments to the 2015 Restructuring Reserve 1 Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Severance and related benefit credits 2 $ — $ — $ (9 ) $ — Asset related credits and other 3 $ — $ (1 ) $ — $ (3 ) Costs (credits) associated with exit and disposal activities 4 $ — $ 1 $ (1 ) $ 6 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. 2. The adjustment for the nine months ended September 30, 2017, was reflected in Corporate. 3. The adjustments for the three- and nine-month periods ended September 30, 2016, were reflected in Safety & Construction. 4. The adjustment for the three months ended September 30, 2016, was reflected in Agriculture. The adjustment for the nine months ended September 30, 2017, was reflected in Agriculture (reflected in Agriculture ( $5 million ) and Nutrition & Biosciences ( $1 million ) for the nine months ended September 30, 2016). |
SUPPLEMENTARY INFORMATION (Tabl
SUPPLEMENTARY INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of sundry income (expense), net | The following table provides the most significant transactions recorded in "Sundry income (expense) - net" for the three- and nine- month periods ended September 30, 2017 and 2016. Sundry Income (Expense) - Net Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Gain on Dow's divestiture of the EAA copolymers and ionomers business 1 $ 227 $ — $ 227 $ — Foreign exchange gains (losses) $ 72 $ (37 ) $ 16 $ (102 ) Interest income $ 39 $ 26 $ 86 $ 64 Gain on sales of other assets and investments $ 11 $ 45 $ 148 $ 130 Gain related to Dow's Nova patent infringement award 2 $ — $ — $ 137 $ — Loss related to Dow's Bayer CropScience arbitration matter 2 $ — $ — $ (469 ) $ — Gain on Dow's ownership restructure of Dow Corning 1 $ — $ — $ — $ 2,445 Settlement of Dow's urethane matters class action lawsuit and opt-out cases 2 $ — $ — $ — $ (1,235 ) Obligation related to the split-off of Dow's chlorine value chain $ — $ (33 ) $ — $ (33 ) 1. See Note 3 for additional information. 2. See Note 13 for additional information. |
Schedule of components of accrued and other current liabilities | Components of "Accrued and other current liabilities" that were more than 5 percent of total current liabilities were: Accrued and Other Current Liabilities Sep 30, 2017 Dec 31, 2016 In millions Accrued payroll $ 1,676 $ 1,105 Employee retirement plans 1 $ 1,490 $ 364 1. See Note 16 for additional information. |
EARNINGS PER SHARE CALCULATIO35
EARNINGS PER SHARE CALCULATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following tables provide earnings per share calculations for the three- and nine-month periods ended September 30, 2017 and 2016 : Net Income for Earnings Per Share Calculations - Basic Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 Net income attributable to noncontrolling interests (20 ) (14 ) (85 ) (54 ) Preferred stock dividends 1 — (85 ) — (255 ) Net income attributable to participating securities 2 (3 ) (4 ) (13 ) (23 ) Income from continuing operations attributable to common stockholders $ 531 $ 715 $ 2,730 $ 3,988 Loss from discontinued operations, net of tax (20 ) — (20 ) — Net income attributable to common stockholders $ 511 $ 715 $ 2,710 $ 3,988 Earnings Per Share Calculations - Basic Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Dollars per share Income from continuing operations attributable to common stockholders $ 0.33 $ 0.64 $ 2.05 $ 3.60 Loss from discontinued operations, net of tax (0.01 ) — (0.01 ) — Net income attributable to common stockholders $ 0.32 $ 0.64 $ 2.04 $ 3.60 Net Income for Earnings Per Share Calculations - Diluted Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 Net income attributable to noncontrolling interests (20 ) (14 ) (85 ) (54 ) Preferred stock dividends 1,3 — (85 ) — — Net income attributable to participating securities 2 (3 ) (4 ) (13 ) (23 ) Income from continuing operations attributable to common stockholders $ 531 $ 715 $ 2,730 $ 4,243 Loss from discontinued operations, net of tax (20 ) — (20 ) — Net income attributable to common stockholders $ 511 $ 715 $ 2,710 $ 4,243 Earnings Per Share Calculations - Diluted Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Dollars per share Income from continuing operations attributable to common stockholders $ 0.33 $ 0.63 $ 2.02 $ 3.48 Loss from discontinued operations, net of tax (0.01 ) — (0.01 ) — Net income attributable to common stockholders $ 0.32 $ 0.63 $ 2.01 $ 3.48 Share Count Information Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Shares in millions Weighted-average common shares - basic 4 1,577.8 1,112.4 1,330.7 1,108.8 Plus dilutive effect of equity compensation plans 4 17.5 15.0 18.1 14.8 Plus dilutive effect of assumed conversion of preferred stock 1,5 — — — 96.8 Weighted-average common shares - diluted 4 1,595.3 1,127.4 1,348.8 1,220.4 Stock options and deferred stock awards excluded from EPS calculations 6 2.2 — 1.8 2.5 1. On December 30, 2016, Dow converted all shares of its Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of Dow common stock. As a result of this conversion, no shares of Dow's Preferred Stock are issued or outstanding. See Note 14 for additional information. 2. Deferred stock awards are considered participating securities due to the Company's practice of paying dividend equivalents on unvested shares. 3. Preferred Stock dividends were not added back in the calculation of diluted earnings per share for the three-month period ended September 30, 2016, because the effect of adding them back would have been antidilutive. 4. As a result of the Merger, the share amounts in the three- and nine-month periods ended September 30, 2017, reflect a weighted averaging effect of Dow shares outstanding prior to August 31, 2017 and DowDuPont shares outstanding on and after August 31, 2017. 5. Conversion of Preferred Stock into Dow's common stock was excluded from the calculation of diluted earnings per share for the three-month period ended September 30, 2016, because the effect of including them would have been antidilutive. 6. These outstanding options to purchase shares of common stock and deferred stock awards were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | The following table provides a breakdown of inventories: Inventories Sep 30, 2017 Dec 31, 2016 In millions Finished goods $ 9,094 $ 4,230 Work in process 5,221 1,510 Raw materials 1,365 853 Supplies 1,210 823 Total $ 16,890 $ 7,416 Adjustment of inventories to a LIFO basis 365 (53 ) Total inventories $ 17,255 $ 7,363 |
PROPERTY (Tables)
PROPERTY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property | The following table provides a breakdown of property: Property 1 Estimated Useful Lives (Years) Sep 30, 2017 Dec 31, 2016 In millions Land and land improvements 0-25 $ 3,479 $ 2,524 Buildings 1-50 8,389 5,935 Machinery and equipment 1-25 48,174 38,499 Other property 3-50 5,218 4,380 Construction in progress — 6,967 6,100 Total property $ 72,227 $ 57,438 1. Prior year data has been updated to conform to the current year presentation. |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Goodwill Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Total In millions Net goodwill at Dec 31, 2016 $ 1,472 $ 4,918 $ 1,085 $ 1,518 $ 4,155 $ 340 $ 601 $ 1,183 $ 15,272 Goodwill recognized from the Merger 1 13,109 — — 3,617 3,942 10,522 8,042 6,269 45,501 Sale of SKC Haas Display Films 2 — — — — (34 ) — — — (34 ) Divestiture of EAA copolymers and ionomers business 3 — — — (23 ) — — — — (23 ) Other (11 ) — — (1 ) — — — — (12 ) Foreign currency impact (89 ) 179 14 18 7 (91 ) (33 ) (11 ) (6 ) Net goodwill at Sep 30, 2017 $ 14,481 $ 5,097 $ 1,099 $ 5,129 $ 8,070 $ 10,771 $ 8,610 $ 7,441 $ 60,698 1. Final determination of the goodwill value assignment may result in adjustments to the preliminary value recorded. 2. On June 30, 2017, Dow sold its ownership interest in the SKC Haas Display Films group of companies. See Note 15 for additional information. 3. On September 1, 2017, Dow divested its global EAA copolymers and ionomers business to SK Global Chemical Co., Ltd. See Note 3 for additional information. |
Schedule of other finite intangible assets | The following table provides information regarding the Company's other intangible assets: Other Intangible Assets 1 Sep 30, 2017 Dec 31, 2016 In millions Gross Carrying Amount Accum Amort Net Gross Carrying Amount Accum Amort Net Intangible assets with finite lives: Developed technology $ 7,371 $ (1,628 ) $ 5,743 $ 3,254 $ (1,383 ) $ 1,871 Software 1,398 (759 ) 639 1,336 (696 ) 640 Trademarks/tradenames 1,768 (558 ) 1,210 696 (503 ) 193 Customer-related 14,378 (1,889 ) 12,489 4,806 (1,567 ) 3,239 Microbial cell factories 2 430 (2 ) 428 — — — Other 3 540 (154 ) 386 168 (146 ) 22 Total other intangible assets with finite lives $ 25,885 $ (4,990 ) $ 20,895 $ 10,260 $ (4,295 ) $ 5,965 Intangible assets with indefinite lives: In-process research and development ("IPR&D") 716 — 716 61 — 61 Germplasm 4 6,773 — 6,773 — — — Trademarks/tradenames 5,036 — 5,036 — — — Total other intangible assets $ 38,410 $ (4,990 ) $ 33,420 $ 10,321 $ (4,295 ) $ 6,026 1. Prior year data has been updated to conform with current year presentation. 2. Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The Company recognized the microbial cell factories as intangible assets upon the Merger. 3. Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements. 4. Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The Company recognized germplasm as an intangible asset upon the Merger. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life. |
Schedule of other indefinite intangible assets | The following table provides information regarding the Company's other intangible assets: Other Intangible Assets 1 Sep 30, 2017 Dec 31, 2016 In millions Gross Carrying Amount Accum Amort Net Gross Carrying Amount Accum Amort Net Intangible assets with finite lives: Developed technology $ 7,371 $ (1,628 ) $ 5,743 $ 3,254 $ (1,383 ) $ 1,871 Software 1,398 (759 ) 639 1,336 (696 ) 640 Trademarks/tradenames 1,768 (558 ) 1,210 696 (503 ) 193 Customer-related 14,378 (1,889 ) 12,489 4,806 (1,567 ) 3,239 Microbial cell factories 2 430 (2 ) 428 — — — Other 3 540 (154 ) 386 168 (146 ) 22 Total other intangible assets with finite lives $ 25,885 $ (4,990 ) $ 20,895 $ 10,260 $ (4,295 ) $ 5,965 Intangible assets with indefinite lives: In-process research and development ("IPR&D") 716 — 716 61 — 61 Germplasm 4 6,773 — 6,773 — — — Trademarks/tradenames 5,036 — 5,036 — — — Total other intangible assets $ 38,410 $ (4,990 ) $ 33,420 $ 10,321 $ (4,295 ) $ 6,026 1. Prior year data has been updated to conform with current year presentation. 2. Microbial cell factories, derived from natural microbes, are used to sustainably produce enzymes, peptides and chemicals using natural metabolic processes. The Company recognized the microbial cell factories as intangible assets upon the Merger. 3. Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements. 4. Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The Company recognized germplasm as an intangible asset upon the Merger. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual, or other factors which limit its useful life. |
Schedule of acquired other finite intangible assets | In connection with the Merger, the Company recorded $27,844 million of intangible assets, as shown in the table below, representing the preliminary fair values at the Merger date. See Note 3 for additional information on this transaction. Merger Intangible Assets Gross Carrying Amount Weighted-average Amort Period (years) In millions Intangible assets with finite lives: Developed technology $ 4,124 12 Trademarks/tradenames 1,073 12 Customer-related 9,434 18 Microbial cell factories 430 23 Other 294 15 Total other intangible assets with finite lives $ 15,355 Intangible assets with indefinite lives: IPR&D 655 Germplasm 6,773 Trademarks/tradenames 5,061 Total other intangible assets $ 27,844 |
Schedule of acquired other indefinite intangible assets | In connection with the Merger, the Company recorded $27,844 million of intangible assets, as shown in the table below, representing the preliminary fair values at the Merger date. See Note 3 for additional information on this transaction. Merger Intangible Assets Gross Carrying Amount Weighted-average Amort Period (years) In millions Intangible assets with finite lives: Developed technology $ 4,124 12 Trademarks/tradenames 1,073 12 Customer-related 9,434 18 Microbial cell factories 430 23 Other 294 15 Total other intangible assets with finite lives $ 15,355 Intangible assets with indefinite lives: IPR&D 655 Germplasm 6,773 Trademarks/tradenames 5,061 Total other intangible assets $ 27,844 |
Schedule of amortization expense | The following table provides information regarding amortization expense related to intangible assets: Amortization Expense Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Other intangible assets, excluding software $ 244 $ 162 $ 556 $ 387 Software, included in "Cost of sales" $ 21 $ 18 $ 61 $ 55 |
Schedule of estimated future amortization expense | Total estimated amortization expense for 2017 and the five succeeding fiscal years is as follows: Estimated Amortization Expense In millions 2017 $ 1,239 2018 $ 1,831 2019 $ 1,749 2020 $ 1,701 2021 $ 1,654 2022 $ 1,576 |
TRANSFERS OF FINANCIAL ASSETS (
TRANSFERS OF FINANCIAL ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Schedule of Interests Held | The following table summarizes the carrying value of interests held, which represents Dow's maximum exposure to loss related to the receivables sold, and the percentage of anticipated credit losses related to the trade accounts receivable sold. Also provided is the sensitivity of the fair value of the interests held to hypothetical adverse changes in the anticipated credit losses; amounts shown below are the corresponding hypothetical decreases in the carrying value of interests. Interests Held Sep 30, 2017 Dec 31, 2016 In millions Carrying value of interests held $ 1,839 $ 1,237 Percentage of anticipated credit losses 0.87 % 0.36 % Impact to carrying value - 10% adverse change $ 1 $ 1 Impact to carrying value - 20% adverse change $ 2 $ 1 |
Schedule of Cash Proceeds | Following is an analysis of certain cash flows between Dow and the conduits: Cash Proceeds Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Collections reinvested in revolving receivables $ 6,295 $ 5,783 $ 18,027 $ 15,760 Interests in conduits 1 $ 135 $ 129 $ 939 $ 882 1. Presented in "Operating Activities" in the consolidated statements of cash flows. |
Schedule of Trade Accounts Receivable Sold | Following is additional information related to the sale of receivables under these facilities: Trade Accounts Receivable Sold Sep 30, 2017 Dec 31, 2016 In millions Delinquencies on sold receivables still outstanding $ 128 $ 86 Trade accounts receivable outstanding and derecognized $ 2,865 $ 2,257 |
NOTES PAYABLE, LONG-TERM DEBT40
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable and long-term debt | The following tables summarize the consolidated notes payable and long-term debt of the Subsidiaries: Notes Payable Sep 30, 2017 Dec 31, 2016 In millions Dow DuPont Total Commercial paper $ 249 $ 3,244 $ 3,493 $ — Notes payable to banks and other lenders 1 293 1,348 1,641 225 Notes payable to related companies 42 — 42 44 Notes payable trade — — — 3 Total notes payable $ 584 $ 4,592 $ 5,176 $ 272 Period-end average interest rates 4.12 % 1.70 % 4.60 % 1. Includes outstanding borrowings under DuPont's committed receivable repurchase facility of $1,300 million at September 30, 2017 . Long-Term Debt Sep 30, 2017 2016 Weighted Average Rate Dec 31, 2016 In millions Dow Weighted Average Rate Dow DuPont Weighted Average Rate DuPont Total Promissory notes and debentures: Final maturity 2017 9.80 % $ 3 — % $ — $ 3 6.06 % $ 442 Final maturity 2018 5.78 % 339 1.59 % 1,293 1,632 5.78 % 339 Final maturity 2019 8.55 % 2,122 2.23 % 525 2,647 8.55 % 2,122 Final maturity 2020 4.46 % 1,547 1.78 % 3,079 4,626 4.46 % 1,547 Final maturity 2021 4.71 % 1,424 2.07 % 1,586 3,010 4.72 % 1,424 Final maturity 2022 3.00 % 1,252 — % — 1,252 3.00 % 1,250 Final maturity 2023 and thereafter 5.99 % 7,188 3.32 % 3,496 10,684 5.98 % 7,199 Other facilities: U.S. dollar loans, various rates and maturities 2.26 % 4,580 2.27 % 1,019 5,599 1.60 % 4,595 Foreign currency loans, various rates and maturities 3.12 % 862 2.84 % 30 892 3.42 % 882 Medium-term notes, varying maturities through 2043 3.86 % 995 0.98 % 110 1,105 3.82 % 1,026 Tax-exempt bonds, varying maturities through 2038 5.66 % 343 — % — 343 5.66 % 343 Capital lease obligations — 281 — 5 286 — 295 Unamortized debt discount and issuance costs — (354 ) — — (354 ) — (373 ) Long-term debt due within one year 1 — (578 ) — (1,328 ) (1,906 ) — (635 ) Long-term debt $ 20,004 $ 9,815 $ 29,819 $ 20,456 1. Presented net of current portion of unamortized debt issuance costs. |
Schedule of maturities of long-term debt | Maturities of Long-Term Debt for Next Five Years at Sep 30, 2017 Dow 1 DuPont Total In millions 2017 $ 78 $ 2 $ 80 2018 $ 752 $ 1,284 $ 2,036 2019 $ 6,934 $ 1,505 $ 8,439 2020 $ 1,831 $ 3,005 $ 4,836 2021 $ 1,561 $ 1,505 $ 3,066 2022 $ 1,497 $ 2 $ 1,499 1. Assumes the option to extend a term loan facility related to the DCC Transaction will be exercised. |
Schedule of committed and available credit facilities | The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at Sep 30, 2017 In millions Subsidiary Effective Date Committed Credit Credit Available Maturity Date Interest Five Year Competitive Advance and Revolving Credit Facility Dow March 2015 $ 5,000 $ 5,000 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2018 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 280 280 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 100 100 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow August 2015 200 200 March 2020 Floating Rate Bilateral Revolving Credit Facility Dow May 2016 200 200 May 2018 Floating Rate Bilateral Revolving Credit Facility Dow July 2016 200 200 July 2018 Floating Rate Bilateral Revolving Credit Facility Dow August 2016 100 100 August 2018 Floating Rate DCC Term Loan Facility 1 Dow February 2016 4,500 — December 2019 Floating Rate DuPont Revolving Credit Facility DuPont March 2016 3,000 2,945 May 2019 Floating Rate DuPont Term Loan Facility DuPont March 2016 4,500 3,500 March 2019 Floating Rate DuPont Repurchase Facility DuPont January 2017 1,300 — November 2017 Floating Rate Total Committed and Available Credit Facilities $ 19,680 $ 12,825 1. Drawn on May 31, 2016, by Dow Corning, a wholly owned subsidiary of Dow as of June 1, 2016. |
COMMITMENTS AND CONTINGENT LI41
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Guarantor Obligations | The following table provides a summary of the final expiration, maximum future payments and recorded liability reflected in the consolidated balance sheets for each type of guarantee: Guarantees Sep 30, 2017 Dec 31, 2016 In millions Final Expiration Maximum Future Payments Recorded Liability Final Expiration Maximum Future Payments Recorded Liability Dow guarantees 2021 $ 4,773 $ 59 2021 $ 5,096 $ 86 Dow residual value guarantees 2027 1,040 136 2027 947 134 Total Dow guarantees $ 5,813 $ 195 $ 6,043 $ 220 DuPont guarantees 2022 $ 286 $ — DuPont residual value guarantees 2029 37 — Total DuPont guarantees $ 323 $ — Total guarantees $ 6,136 $ 195 $ 6,043 $ 220 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under leases with remaining non-cancelable terms in excess of one year are as follows: Minimum Lease Commitments Sep 30, 2017 In millions Dow DuPont Total 2017 $ 88 $ 65 $ 153 2018 328 222 550 2019 288 188 476 2020 254 143 397 2021 224 110 334 2022 and thereafter 1,102 164 1,266 Total $ 2,284 $ 892 $ 3,176 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Common Stock Shares Issued | The following table provides a summary of the common stock activity resulting from the Merger: Merger Impact on Dow, DuPont and DowDuPont Common Stock Prior to Merger 1 Effect of Merger 2 In thousands, except per share values Dow Common Stock, par value per share $ 2.50 N/A Common Stock, shares authorized 1,500,000 — Common Stock, shares issued and outstanding 1,225,328 — DuPont Common Stock, par value per share $ 0.30 N/A Common Stock, shares authorized 1,800,000 — Common Stock, shares issued and outstanding 868,338 — DowDuPont Common Stock, par value per share $ — $ 0.01 Common Stock, shares authorized — 5,000,000 Common Stock, shares issued for Dow shares converted — 1,225,328 Common Stock, shares issued for DuPont shares converted (ratio of 1.2820 to 1) — 1,113,209 1. Immediately prior to the effective time of the Merger. 2. At the effective time of the Merger. |
Schedule of Components of Other Comprehensive Income (Loss) | The following table summarizes the activity related to each component of accumulated other comprehensive income (loss) for the nine months ended September 30, 2017 and 2016 : Accumulated Other Comprehensive Loss 1 Unrealized Gains on Investments Cumulative Translation Adj Pension and Other Postretire Benefits Derivative Instruments Accum Other Comp Loss In millions Balance at Jan 1, 2016 $ 47 $ (1,737 ) $ (6,769 ) $ (208 ) $ (8,667 ) Other comprehensive income (loss) before reclassifications 63 329 — (50 ) 342 Amounts reclassified from accumulated other comprehensive income (loss) (21 ) (4 ) 640 29 644 Net other comprehensive income (loss) $ 42 $ 325 $ 640 $ (21 ) $ 986 Balance at Sep 30, 2016 $ 89 $ (1,412 ) $ (6,129 ) $ (229 ) $ (7,681 ) Balance at Jan 1, 2017 $ 43 $ (2,381 ) $ (7,389 ) $ (95 ) $ (9,822 ) Other comprehensive income (loss) before reclassifications 50 255 — (52 ) 253 Amounts reclassified from accumulated other comprehensive income (loss) (93 ) (8 ) 308 (5 ) 202 Net other comprehensive income (loss) $ (43 ) $ 247 $ 308 $ (57 ) $ 455 Balance at Sep 30, 2017 $ — $ (2,134 ) $ (7,081 ) $ (152 ) $ (9,367 ) 1. Prior year amounts have been updated to conform with the current year presentation. The tax effects on the net activity related to each component of other comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016 were as follows: Tax Benefit (Expense) Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Unrealized gains on investments $ (28 ) $ 5 $ (24 ) $ 23 Cumulative translation adjustments 23 9 49 33 Pension and other postretirement benefit plans 48 46 143 136 Derivative instruments (19 ) 10 2 (7 ) Tax benefit from income taxes related to other comprehensive income items $ 24 $ 70 $ 170 $ 185 |
Schedule of Reclassifications Out of Accumulated Other Comprehensive Income | A summary of the reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 30, 2017 and 2016 is provided as follows: Reclassifications Out of Accumulated Other Comprehensive Loss Three Months Ended Nine Months Ended Consolidated Statements of Income Classification In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Unrealized gains on investments $ (96 ) $ (10 ) $ (143 ) $ (32 ) See (1) below Tax expense 33 3 50 11 See (2) below After-tax $ (63 ) $ (7 ) $ (93 ) $ (21 ) Cumulative translation adjustments $ (2 ) $ — $ (8 ) $ (4 ) See (3) below Pension and other postretirement benefit plans $ 153 $ 139 $ 451 $ 776 See (4) below Tax benefit (48 ) (46 ) (143 ) (136 ) See (2) below After-tax $ 105 $ 93 $ 308 $ 640 Derivative Instruments $ 14 $ (3 ) $ (1 ) $ 35 See (5) below Tax expense (benefit) (3 ) 3 (4 ) (6 ) See (2) below After-tax $ 11 $ — $ (5 ) $ 29 Total reclassifications for the period, after-tax $ 51 $ 86 $ 202 $ 644 1. "Net sales" and "Sundry income (expense) - net." 2. "Provision for income taxes on continuing operations." 3. "Sundry income (expense) - net." 4. These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost of the Company's pension and other postretirement plans. In the three months ended September 30, 2016, $360 million ( zero impact on "Provision for income taxes on continuing operations") was included in "Sundry income (expense) - net" related to the DCC transaction. See Note 16 for additional information. 5. "Cost of sales" and "Sundry income (expense) - net." |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule Of Noncontrolling Interest | The following table summarizes the activity for equity attributable to noncontrolling interests for the three and nine months ended September 30, 2017 and 2016 : Noncontrolling Interests Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Balance at beginning of period $ 1,168 $ 1,298 $ 1,242 $ 809 Net income attributable to noncontrolling interests 20 14 85 54 Distributions to noncontrolling interests 1 (7 ) (19 ) (55 ) (71 ) Acquisition of noncontrolling interests 2 — — — 473 Noncontrolling interests from Merger 3 401 — 401 — Deconsolidation of noncontrolling interests 4 — — (119 ) — Cumulative translation adjustments 5 21 33 48 Other 1 — 1 1 Balance at end of period $ 1,588 $ 1,314 $ 1,588 $ 1,314 1. Net of dividends paid to a joint venture, which were reclassified to "Equity in earnings of nonconsolidated affiliates" in the consolidated statements of income and totaled zero for the three months ended September 30, 2017 ( zero for the three months ended September 30, 2016 ) and $3 million for the nine months ended September 30, 2017 ( $14 million for the nine months ended September 30, 2016 ). 2. Assumed in the DCC Transaction. 3. See Note 3 for additional information. 4. On June 30, 2017, Dow sold its ownership interest in the SKC Haas Display Films group of companies. See Note 10 for additional information. |
Schedule Of Noncontrolling Interest Represented By Preferred Stock | Below is a summary of the DuPont preferred stock at September 30, 2017 , which is classified as "Noncontrolling interests" in the consolidated balance sheets: DuPont Preferred Stock Number of Shares Shares in thousands Authorized 23,000 $4.50 Series, callable at $120 1,673 $3.50 Series, callable at $102 700 |
PENSION PLANS AND OTHER POSTR44
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of plan assets and obligations for all significant plans assumed | Plan assets and obligations for all significant plans assumed from DuPont are as follows: Plan Assets and Obligations for all Significant Plans Assumed from DuPont at Aug 31, 2017 Defined Benefit Pension OPEB In millions Fair value of plan assets $ 20,395 $ — Projected benefit obligations 26,072 2,772 Net liability assumed $ (5,677 ) $ (2,772 ) |
Schedule of Balance Sheet classification for all significant plans assumed | The balance sheet classification for the net liability assumed for all significant plans from DuPont at August 31, 2017, was as follows: Balance Sheet Classification for all Significant Plans Assumed from DuPont at Aug 31, 2017 Defined Benefit Pension OPEB In millions Deferred charges and other assets $ 9 $ — Accrued and other current liabilities (83 ) (275 ) Liabilities held for sale (8 ) — Pension and other postretirement benefits - noncurrent (5,595 ) (2,497 ) Net liability assumed $ (5,677 ) $ (2,772 ) |
Schedule of assumptions used to determine benefit obligations | In connection with the remeasurement, the assumptions used to determine the benefit obligations of the U.S. plans are as follows: Assumptions Used to Determine Benefit Obligations for DuPont's U.S. Defined Benefit Pension and OPEB Plans at Aug 31, 2017 Defined Benefit Pension OPEB Discount rate 3.42 % 3.62 % Rate of compensation increase 1 3.80 % — % Health care cost trend rate assumed for next year n/a 7 % Rate to which the cost trend rate is assumed to decline (the ultimate health care trend rate) n/a 5 % Year that the rate reached the ultimate health care cost trend rate n/a 2023 1. The rate of compensation increase represents the single annual effective salary increase that an average plan participant would receive during the participant's entire career at DuPont. |
Schedule of net periodic benefit costs | The net periodic benefit cost for all significant plans of the Company are as follows: Net Periodic Benefit Cost for All Significant Plans 1 Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Defined Benefit Pension Plans: Service cost $ 139 $ 122 $ 390 $ 337 Interest cost 283 222 722 626 Expected return on plan assets (490 ) (376 ) (1,258 ) (1,074 ) Amortization of prior service benefit (6 ) (6 ) (18 ) (18 ) Amortization of net loss 161 147 476 441 Curtailment/settlement 2 — — (6 ) — Net periodic benefit cost - continuing operations $ 87 $ 109 $ 306 $ 312 Other Postretirement Benefits: Service cost $ 4 $ 3 $ 10 $ 9 Interest cost 20 14 47 38 Amortization of prior service benefit — (1 ) — (2 ) Amortization of net gain (2 ) (1 ) (5 ) (5 ) Net periodic benefit cost - continuing operations $ 22 $ 15 $ 52 $ 40 1. Net periodic benefit cost from continuing operations for the three- and nine-month periods ended September 30, 2017 , includes one month of net periodic benefit credit for DuPont of $28 million for defined benefit pension plans and one month of net periodic benefit cost of $7 million for other postretirement benefits. 2. The 2017 impact relates to the curtailment and settlement of a Dow pension plan in South Korea. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of deferred stock awards and performance deferred stock awards | A summary of performance deferred stock awards converted into deferred stock awards is provided in the following tables: Performance Deferred Stock Shares Granted Shares in thousands Nonvested at Jan 1, 2017 4,454 Granted 1,728 Canceled (131 ) Impact of actual performance on shares granted through Conversion Date 2,120 Converted to deferred stock awards (8,171 ) Nonvested at Sep 30, 2017 — Deferred Stock Shares Granted Shares in thousands Nonvested at Jan 1, 2017 6,382 Granted 1,702 Vested (2,180 ) Canceled (124 ) Conversion of performance deferred stock awards at Conversion Date 8,171 Nonvested at Sep 30, 2017 13,951 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of the fair value of financial instruments | The following table summarizes the fair value of financial instruments at September 30, 2017 and December 31, 2016 : Fair Value of Financial Instruments Sep 30, 2017 Dec 31, 2016 In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value Other investments: Debt securities: Government debt 1 $ 597 $ 14 $ (8 ) $ 603 $ 607 $ 13 $ (12 ) $ 608 Corporate bonds 630 32 (2 ) 660 623 27 (5 ) 645 Total debt securities $ 1,227 $ 46 $ (10 ) $ 1,263 $ 1,230 $ 40 $ (17 ) $ 1,253 Equity securities 169 3 (27 ) 145 658 98 (50 ) 706 Total other investments $ 1,396 $ 49 $ (37 ) $ 1,408 $ 1,888 $ 138 $ (67 ) $ 1,959 Long-term debt including debt due within one year 2 $ (31,725 ) $ 49 $ (2,178 ) $ (33,854 ) $ (21,091 ) $ 129 $ (1,845 ) $ (22,807 ) Derivatives relating to: Interest rates $ — $ — $ (4 ) $ (4 ) $ — $ — $ (5 ) $ (5 ) Commodities 3 $ — $ 124 $ (277 ) $ (153 ) $ — $ 56 $ (213 ) $ (157 ) Foreign currency $ — $ 68 $ (164 ) $ (96 ) $ — $ 84 $ (30 ) $ 54 1. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 2. Cost includes fair value adjustments of $541 million at September 30, 2017 and $18 million at December 31, 2016 . 3. Presented net of cash collateral. |
Schedule of investing results | The following table provides the investing results from available-for-sale securities for the nine months ended September 30, 2017 and 2016 . Investing Results Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Proceeds from sales of available-for-sale securities $ 1,047 $ 418 Gross realized gains $ 153 $ 34 Gross realized losses $ (10 ) $ (2 ) |
Schedule of the contractual maturities of investments | The following table summarizes the contractual maturities of the Company’s investments in debt securities: Contractual Maturities of Debt Securities at Sep 30, 2017 Amortized Cost Fair Value In millions Within one year $ 6 $ 6 One to five years 321 330 Six to ten years 654 661 After ten years 246 266 Total $ 1,227 $ 1,263 |
Schedule of notional amounts | The notional amounts of the Company's derivative instruments were as follows: Notional Amounts Sep 30, 2017 Dec 31, 2016 In millions Derivatives designated as hedging instruments: Interest rate swaps $ 218 $ 245 Foreign currency contracts $ 8,510 $ 4,053 Derivatives not designated as hedging instruments: Foreign currency contracts $ 37,667 $ 12,388 The notional amounts of the Company's commodity derivatives were as follows: Commodity Gross Aggregate Notionals Sep 30, 2017 Dec 31, 2016 Notional Volume Unit Derivatives designated as hedging instruments: Corn 3.3 0.4 million bushels Crude Oil 4.9 0.6 million barrels Ethane 10.8 3.6 million barrels Natural Gas 389.4 78.6 million British thermal units Propane 5.4 1.5 millions barrels Soybeans 2.1 — million bushels Derivatives not designated as hedging instruments: Ethane 2.9 2.6 million barrels Gasoline — 30.0 kilotons Naptha Price Spread 30.0 50.0 kilotons Natural Gas 3.8 — million British thermal units Propane 2.9 2.7 million barrels Soybean 0.5 — million bushels Soybean Oil 3.3 — million pounds Soybean Meal 4.8 — kilotons |
Schedule of fair value of derivative instruments using Level 2 inputs | The following tables provide the Company's derivative assets and liabilities at September 30, 2017 and December 31, 2016 : Fair Value of Derivative Instruments Sep 30, 2017 In millions Balance Sheet Classification Gross Counterparty and Cash Collateral Netting 1 Net Amounts Included in the Consolidated Balance Sheet Asset derivatives: Derivatives designated as hedging instruments Foreign currency contracts Other current assets $ 63 $ (57 ) $ 6 Commodity contracts Other current assets 24 (6 ) 18 Commodity contracts Deferred charges and other assets 35 (5 ) 30 Total $ 122 $ (68 ) $ 54 Derivatives not designated as hedging instruments Foreign currency contracts Other current assets $ 226 $ (164 ) $ 62 Commodity contracts Other current assets 70 (3 ) 67 Commodity contracts Deferred charges and other assets 11 (2 ) 9 Total $ 307 $ (169 ) $ 138 Total asset derivatives $ 429 $ (237 ) $ 192 Liability derivatives: Derivatives designated as hedging instruments Interest rate swaps Accrued and other current liabilities $ 2 $ — $ 2 Interest rate swaps Other noncurrent obligations 2 — 2 Foreign currency contracts Accrued and other current liabilities 129 (57 ) 72 Commodity contracts Accrued and other current liabilities 71 (9 ) 62 Commodity contracts Other noncurrent obligations 157 (6 ) 151 Total $ 361 $ (72 ) $ 289 Derivatives not designated as hedging instruments Foreign currency contracts Accrued and other current liabilities $ 255 $ (163 ) $ 92 Commodity contracts Accrued and other current liabilities 66 (2 ) 64 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 323 $ (167 ) $ 156 Total liability derivatives $ 684 $ (239 ) $ 445 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 payable or receivable for cash collateral held or placed with the same counterparty. Fair Value of Derivative Instruments Dec 31, 2016 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting 2 Net Amounts Included in the Consolidated Balance Sheet Asset derivatives: Derivatives designated as hedging instruments Foreign currency contracts Other current assets $ 90 $ (47 ) $ 43 Commodity contracts Other current assets 42 (14 ) 28 Commodity contracts Deferred charges and other assets 10 (3 ) 7 Total $ 142 $ (64 ) $ 78 Derivatives not designated as hedging instruments Foreign currency contracts Accounts and notes receivable - Other $ 103 $ (62 ) $ 41 Commodity contracts Other current assets 13 (2 ) 11 Commodity contracts Deferred charges and other assets 12 (2 ) 10 Total $ 128 $ (66 ) $ 62 Total asset derivatives $ 270 $ (130 ) $ 140 Liability derivatives: Derivatives designated as hedging instruments Interest rate swaps Accrued and other current liabilities $ 3 $ — $ 3 Interest rate swaps Other noncurrent obligations 2 — 2 Foreign currency contracts Accrued and other current liabilities 55 (47 ) 8 Commodity contracts Accrued and other current liabilities 32 (14 ) 18 Commodity contracts Other noncurrent obligations 196 (3 ) 193 Total $ 288 $ (64 ) $ 224 Derivatives not designated as hedging instruments Foreign currency contracts Accrued and other current liabilities $ 84 $ (62 ) $ 22 Commodity contracts Accrued and other current liabilities 4 (2 ) 2 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 90 $ (66 ) $ 24 Total liability derivatives $ 378 $ (130 ) $ 248 1. Updated to conform with current year presentation. 2. 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 payable or receivable for cash collateral held or placed with the same counterparty. |
Schedule of effect of derivative instruments | Effect of Derivative Instruments Amount of Gain (Loss) Recognized in OCI 1 (Effective Portion) Amount of Gain (Loss) Recognized in Income 2,3 Three Months Ended Three Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 2 $ — Interest expense and amortization of debt discount 4 Cash flow hedges: Interest rate swaps 1 1 1 1 Interest expense and amortization of debt discount 4 Foreign currency contracts (7 ) (1 ) (2 ) (4 ) Cost of sales Foreign currency contracts (7 ) — (5 ) (1 ) Sundry income (expense) - net Commodity contracts 40 (20 ) (5 ) 7 Cost of sales Net investment hedges: Foreign currency contracts (30 ) — — — Total derivatives designated as hedging instruments $ (3 ) $ (20 ) $ (9 ) $ 3 Derivatives not designated as hedging instruments: Foreign currency contracts $ — $ — $ (6 ) $ (21 ) Sundry income (expense) - net Commodity contracts — — 19 (4 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ 13 $ (25 ) Total derivatives $ (3 ) $ (20 ) $ 4 $ (22 ) 1. OCI is defined as other comprehensive income (loss). 2. For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from AOCL into income during the period. For the three months ended September 30, 2017 and 2016 , there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. 4. Gain recognized in income of derivative is offset to zero by gain (loss) recognized in income of the hedged item. Effect of Derivative Instruments Amount of Gain (Loss) Recognized in OCI 1 (Effective Portion) Amount of Gain (Loss) Recognized in Income 2,3 Nine Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 5 $ — Interest expense and amortization of debt discount 4 Cash flow hedges: Interest rate swaps 5 1 3 3 Interest expense and amortization of debt discount 4 Foreign currency contracts (27 ) (11 ) 13 (3 ) Cost of sales Foreign currency contracts (21 ) — (14 ) — Sundry income (expense) - net Commodity contracts — 7 (1 ) (32 ) Cost of sales Net investment hedges: Foreign currency contracts (65 ) — — — Total derivatives designated as hedging instruments $ (108 ) $ (3 ) $ 6 $ (32 ) Derivatives not designated as hedging instruments: Foreign currency contracts $ — $ — $ (165 ) $ (53 ) Sundry income (expense) - net Commodity contracts — — 5 (12 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (160 ) $ (65 ) Total derivatives $ (108 ) $ (3 ) $ (154 ) $ (97 ) 1. OCI is defined as other comprehensive income (loss). 2. For cash flow hedges, this represents the effective portion of the gain (loss) reclassified from AOCL into income during the period. For the nine months ended September 30, 2017 and 2016 , there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. 4. Gain recognized in income of derivative is offset to zero by gain (loss) recognized in income of the hedged item. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of the fair value of assets and liabilities measured on a recurring basis | The following tables summarize the bases used to measure certain assets and liabilities at fair value on a recurring basis: Basis of Fair Value Measurements on a Recurring Basis at Sep 30, 2017 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total In millions Assets at fair value: Cash equivalents 1 $ — $ 7,947 $ — $ 7,947 Marketable securities 2 — 1,826 — 1,826 Interests in trade accounts receivable conduits 3 — — 1,839 1,839 Equity securities 4 94 51 — 145 Debt securities: 4 Government debt 5 — 603 — 603 Corporate bonds — 660 — 660 Derivatives relating to: 6 Commodities 41 99 — 140 Foreign currency — 214 — 214 Total assets at fair value $ 135 $ 11,400 $ 1,839 $ 13,374 Liabilities at fair value: Long-term debt 7 $ — $ 33,854 $ — $ 33,854 Derivatives relating to: 6 Interest rates — 4 — 4 Commodities 22 274 — 296 Foreign currency — 309 — 309 Total liabilities at fair value $ 22 $ 34,441 $ — $ 34,463 1. Treasury Bills, Time Deposits, and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value. 2. Time Deposits with maturities of greater than three months at time of acquisition. 3. Included in "Accounts and notes receivable - Other" in the consolidated balance sheets. See Note 11 for additional information on transfers of financial assets. 4. The Company’s investments in equity and debt securities are primarily classified as available-for-sale and are included in “Other investments” in the consolidated balance sheets. 5. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 6. See Note 18 for the classification of derivatives in the consolidated balance sheets. 7. See Note 18 for information on fair value measurements of long-term debt. Basis of Fair Value Measurements on a Recurring Basis at Dec 31, 2016 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total In millions Assets at fair value: Cash equivalents 1 $ — $ 4,173 $ — $ 4,173 Interests in trade accounts receivable conduits 2 — — 1,237 1,237 Equity securities 3 619 87 — 706 Debt securities: 3 Government debt 4 — 608 — 608 Corporate bonds — 645 — 645 Derivatives relating to: 5 Commodities 48 29 — 77 Foreign currency — 193 — 193 Total assets at fair value $ 667 $ 5,735 $ 1,237 $ 7,639 Liabilities at fair value: Long-term debt 6 $ — $ 22,807 $ — $ 22,807 Derivatives relating to: 5 Interest rates — 5 — 5 Commodities 20 214 — 234 Foreign currency — 139 — 139 Total liabilities at fair value $ 20 $ 23,165 $ — $ 23,185 1. Treasury Bills, Time Deposits, and money market funds included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value. 2. Included in "Accounts and notes receivable - Other" in the consolidated balance sheets. See Note 11 for additional information on transfers of financial assets. 3. 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. 4. U.S. Treasury obligations, U.S. agency obligations, agency mortgage-backed securities and other municipalities’ obligations. 5. See Note 18 for the classification of derivatives in the consolidated balance sheets. 6. See Note 18 for information on fair value measurements of long-term debt. |
Schedule of fair value measurements using Level 3 inputs | The following table summarizes the changes in fair value measurements of interests held in trade receivable conduits using Level 3 inputs for the three and nine-month periods ended September 30, 2017 and September 30, 2016 : Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits 1 Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Balance at beginning of period $ 1,684 $ 1,149 $ 1,237 $ 943 Loss included in earnings 2 (15 ) — (17 ) (1 ) Purchases 305 480 1,558 1,440 Settlements (135 ) (129 ) (939 ) (882 ) Balance at end of period $ 1,839 $ 1,500 $ 1,839 $ 1,500 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. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of assets and liabilities of Consolidated VIEs | The following table summarizes the carrying amounts of these entities’ assets and liabilities included in the Company’s consolidated balance sheets at September 30, 2017 and December 31, 2016 : Assets and Liabilities of Consolidated VIEs Sep 30, 2017 Dec 31, 2016 In millions Cash and cash equivalents $ 115 $ 75 Other current assets 100 95 Net property 925 961 Other noncurrent assets 51 55 Total assets 1 $ 1,191 $ 1,186 Current liabilities $ 255 $ 286 Long-Term debt 310 330 Other noncurrent obligations 43 47 Total liabilities 2 $ 608 $ 663 1. All assets were restricted at September 30, 2017 and December 31, 2016 . 2. All liabilities were nonrecourse at September 30, 2017 and December 31, 2016 . |
SEGMENTS AND GEOGRAPHIC REGIO49
SEGMENTS AND GEOGRAPHIC REGIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segment Information | Segment Information Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Three months ended Sep 30, 2017 Net sales $ 1,532 $ 2,228 $ 3,228 $ 5,260 $ 832 $ 689 $ 636 $ 792 $ 157 $ 15,354 Pro forma net sales $ 1,911 $ 2,219 $ 3,226 $ 5,490 $ 1,198 $ 1,473 $ 1,299 $ 1,310 $ 159 $ 18,285 Pro forma Operating EBITDA 1 $ (239 ) $ 487 $ 676 $ 1,147 $ 382 $ 315 $ 325 $ 351 $ (223 ) $ 3,221 Equity in earnings (losses) of nonconsolidated affiliates $ (5 ) $ 39 $ 41 $ 64 $ — $ 3 $ 1 $ (1 ) $ 10 $ 152 Three months ended Sep 30, 2016 Net sales $ 1,233 $ 2,058 $ 2,773 $ 4,702 $ 646 $ 248 $ 273 $ 479 $ 71 $ 12,483 Pro forma net sales $ 1,998 $ 2,046 $ 2,770 $ 5,070 $ 1,138 $ 1,469 $ 1,187 $ 1,238 $ 75 $ 16,991 Pro forma Operating EBITDA 1 $ (172 ) $ 345 $ 401 $ 1,386 $ 341 $ 321 $ 303 $ 282 $ (185 ) $ 3,022 Equity in earnings (losses) of nonconsolidated affiliates $ 5 $ 31 $ (7 ) $ 39 $ — $ 3 $ — $ — $ (1 ) $ 70 Nine months ended Sep 30, 2017 Net sales $ 4,729 $ 6,580 $ 9,094 $ 15,364 $ 2,164 $ 1,223 $ 1,224 $ 1,716 $ 324 $ 42,418 Pro forma net sales $ 11,555 $ 6,537 $ 9,086 $ 16,300 $ 3,583 $ 4,391 $ 3,834 $ 3,852 $ 331 $ 59,469 Pro forma Operating EBITDA 1 $ 2,387 $ 1,508 $ 1,605 $ 3,424 $ 1,119 $ 950 $ 954 $ 905 $ (624 ) $ 12,228 Equity in earnings (losses) of nonconsolidated affiliates $ (1 ) $ 171 $ 101 $ 130 $ — $ 9 $ 1 $ (1 ) $ (8 ) $ 402 Nine months ended Sep 30, 2016 Net sales $ 4,456 $ 4,480 $ 8,024 $ 13,561 $ 1,647 $ 741 $ 629 $ 1,399 $ 201 $ 35,138 Pro forma net sales $ 11,396 $ 4,440 $ 8,015 $ 14,636 $ 3,084 $ 4,313 $ 3,316 $ 3,748 $ 212 $ 53,160 Pro forma Operating EBITDA 1 $ 2,222 $ 836 $ 1,183 $ 3,856 $ 842 $ 918 $ 769 $ 903 $ (600 ) $ 10,929 Equity in earnings (losses) of nonconsolidated affiliates $ 5 $ 126 $ (49 ) $ 83 $ 24 $ 8 $ 9 $ 1 $ (16 ) $ 191 1. A reconciliation of "Income from continuing operations, net of tax" to pro forma Operating EBITDA is provided below. |
Reconciliation of Income from Continuing Operations, net of tax to Pro Forma Operating EBITDA | Reconciliation of "Income from continuing operations, net of tax" to Pro Forma Operating EBITDA Three Months Ended Nine Months Ended Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 In millions Income from continuing operations, net of tax $ 554 $ 818 $ 2,828 $ 4,320 + Provision for income taxes on continuing operations 571 271 1,239 291 Income from continuing operations before income taxes $ 1,125 $ 1,089 $ 4,067 $ 4,611 + Depreciation and amortization 1,001 780 2,518 2,067 - Interest income 1 39 26 86 64 + Interest expense and amortization of debt discount 283 220 728 629 - Foreign exchange gains (losses), net 1 72 (37 ) 16 (102 ) + Pro forma adjustments 134 306 3,179 3,871 Pro forma EBITDA $ 2,432 $ 2,406 $ 10,390 $ 11,216 - Adjusted significant items 2 (789 ) (616 ) (1,838 ) 287 Pro forma Operating EBITDA $ 3,221 $ 3,022 $ 12,228 $ 10,929 1. Included in "Sundry income (expense) - net." 2. Adjusted significant items, excluding the impact of one-time transaction costs directly attributable to the Merger and reflected in the pro forma adjustments. |
Schedule of Certain Items by Segment | The following tables summarize the pretax impact of adjusted significant items by segment that were excluded from pro forma Operating EBITDA above: Adjusted Significant Items by Segment for the Three Months Ended Sep 30, 2017 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Gain on sale of business/entity 1 $ — $ — $ — $ 227 $ — $ — $ — $ — $ — $ 227 Integration and separation costs 2 — — — — — — — — (459 ) (459 ) Inventory step-up amortization 3 (83 ) — — (28 ) (50 ) (104 ) (68 ) (34 ) — (367 ) Restructuring and asset related charges - net 4 — — — — — — — — (180 ) (180 ) Transaction costs and productivity actions 5 — — — — — — — — (10 ) (10 ) Total $ (83 ) $ — $ — $ 199 $ (50 ) $ (104 ) $ (68 ) $ (34 ) $ (649 ) $ (789 ) 1. Includes the sale of Dow's global EAA copolymers and ionomers business. See Note 3 for additional information. 2. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 3. Includes the fair value step-up in DuPont's inventories as a result of the Merger of $360 million and the amortization of a basis difference related to the fair value step-up in inventories of $7 million . See Note 3 for additional information. 4. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 5. Includes implementation costs associated with Dow's restructuring programs and other productivity actions. Adjusted Significant Items by Segment for the Three Months Ended Sep 30, 2016 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Asset impairments and other charges 1 $ — $ — $ — $ — $ — $ (158 ) $ — $ — $ — $ (158 ) Impact of Dow Corning ownership restructure 2 — (140 ) — — (44 ) — (28 ) — — (212 ) Integration and separation costs 3 — — — — — — — — (160 ) (160 ) Restructuring and asset related charges - net 4 (14 ) — — — (2 ) — — 1 (2 ) (17 ) Transaction costs and productivity actions 5 — — — — — — — — (69 ) (69 ) Total $ (14 ) $ (140 ) $ — $ — $ (46 ) $ (158 ) $ (28 ) $ 1 $ (231 ) $ (616 ) 1. Includes a write-down of DuPont indefinite lived intangible assets related to the realignment of brand marketing strategies and a determination to phase out the use of certain acquired trade names. 2. Includes the fair value step-up in inventories related to the ownership restructure of Dow Corning. See Note 3 for additional information. 3. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 4. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 5. Includes implementation costs of $36 million associated with Dow's restructuring programs and other productivity actions. Also includes a charge of $33 million for a retained litigation matter related to the chlorine value chain. Adjusted Significant Items by Segment for the Nine Months Ended Sep 30, 2017 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Gain on sale of business/entity 1 $ — $ — $ — $ 227 $ — $ 162 $ — $ — $ 7 $ 396 Integration and separation costs 2 — — — — — — — — (997 ) (997 ) Inventory step-up amortization 3 (83 ) — — (28 ) (50 ) (104 ) (68 ) (34 ) — (367 ) Litigation related charges, awards and adjustments 4 (469 ) — — 137 — — — — — (332 ) Restructuring and asset related charges - net 5 — 3 — — (3 ) (6 ) (4 ) (265 ) (205 ) (480 ) Transaction costs and productivity actions 6 — — — — — — — — (58 ) (58 ) Total $ (552 ) $ 3 $ — $ 336 $ (53 ) $ 52 $ (72 ) $ (299 ) $ (1,253 ) $ (1,838 ) 1. Includes the sale of Dow's global EAA copolymers and ionomers business ( $227 million ), post-closing adjustments on the split-off of Dow's chlorine value chain ( $7 million ) and the sale of DuPont's global food safety diagnostic business ( $162 million ). 2. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 3. Includes the fair value step-up in DuPont's inventories as a result of the Merger of $360 million and the amortization of a basis difference related to the fair value step-up in inventories of $7 million . See Note 3 for additional information. 4. Includes an arbitration matter with Bayer CropScience ( $469 million charge) and a patent infringement matter with Nova Chemicals Corporation ( $137 million gain). See Note 13 for additional information. 5. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 6. Includes implementation costs associated with Dow's restructuring programs and other productivity actions. Adjusted Significant Items by Segment for the Nine Months Ended Sep 30, 2016 Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions Asset impairments and other charges 1 $ — $ — $ — $ — $ — $ (158 ) $ — $ — $ — $ (158 ) Customer claims adjustment/recovery 2 53 — — — — — — — — 53 Gain on sale of business/entity 3 — — 6 — — — — — 369 375 Impact of Dow Corning ownership restructure 4 — 1,389 — — 438 — 279 — — 2,106 Integration and separation costs 5 — — — — — — — — (253 ) (253 ) Litigation related charges, awards and adjustments 6 — — (1,235 ) — — — — — — (1,235 ) Restructuring and asset related charges - net 7 (102 ) (42 ) (83 ) (10 ) (2 ) (1 ) (7 ) — (214 ) (461 ) Transaction costs and productivity actions 8 — — — — — — — — (140 ) (140 ) Total $ (49 ) $ 1,347 $ (1,312 ) $ (10 ) $ 436 $ (159 ) $ 272 $ — $ (238 ) $ 287 1. Includes write-down of DuPont indefinite lived intangible assets related to the realignment of brand marketing strategies and a determination to phase out the use of certain acquired trade names. 2. Includes a reduction in customer claims accrual ( $23 million ) and insurance recoveries for recovery of costs for customer claims ( $30 million ) related to the use of DuPont's Imprelis® herbicide. 3. Includes a gain for post-closing adjustments on the split-off of the chlorine value chain ( $6 million ) and the sale of the DuPont (Shenzhen) Manufacturing Limited entity ( $369 million ). 4. Includes the non-taxable gain of $2,445 million from the Dow Corning ownership restructure, $317 million for the fair value step-up in inventories and $22 million for a pretax loss related to the early redemption of debt incurred by Dow Corning. See Note 3 for additional information. 5. Integration and separation costs related to the Merger and the ownership restructure of Dow Corning. 6. Includes the urethane matters legal settlement. See Note 13 for additional information. 7. Includes Dow and DuPont restructuring activities. See Note 4 for additional information. 8. Includes implementation costs associated with Dow's restructuring programs and other productivity actions of $107 million and a charge of $33 million for a retained litigation matter related to the chlorine value chain. |
Schedule of Total Assets by Segment | The following table summarizes total assets by segment: Segment Information Agri-culture Perf. Materials & Coatings Ind. Interm. & Infrast. Pack. & Spec. Plastics Elect. & Imaging Nutrition & Biosciences Transp. & Adv. Polymers Safety & Const. Corp. Total In millions At Sep 30, 2017 Total assets $ 51,120 $ 17,303 $ 11,968 $ 26,417 $ 14,447 $ 21,742 $ 16,840 $ 16,292 $ 22,398 $ 198,527 At Dec 31, 2016 Total assets 1 $ 6,960 $ 16,871 $ 11,649 $ 17,837 $ 6,932 $ 1,246 $ 1,807 $ 2,833 $ 13,376 $ 79,511 1. Includes total assets for Dow only. |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes to the Consolidated Statements of Cash Flows Related to ASU 2016-09 (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | ||
Other assets and liabilities, net | $ (741) | $ (331) |
Cash provided by operating activities | 4,469 | 3,719 |
Financing activities | ||
Employee taxes paid for share-based payment arrangements | (89) | (65) |
Cash used in financing activities | $ (1,279) | (2,792) |
ASU 2016-09 | ||
Operating activities | ||
Excess tax benefits from share-based payment arrangements | 0 | |
Other assets and liabilities, net | 520 | |
Cash provided by operating activities | 3,719 | |
Financing activities | ||
Excess tax benefits from share-based payment arrangements | 0 | |
Employee taxes paid for share-based payment arrangements | (65) | |
Cash used in financing activities | (2,792) | |
As Filed | ||
Operating activities | ||
Other assets and liabilities, net | 520 | |
As Filed | ASU 2016-09 | ||
Operating activities | ||
Excess tax benefits from share-based payment arrangements | (39) | |
Other assets and liabilities, net | 455 | |
Cash provided by operating activities | 3,615 | |
Financing activities | ||
Excess tax benefits from share-based payment arrangements | 39 | |
Employee taxes paid for share-based payment arrangements | 0 | |
Cash used in financing activities | $ (2,688) |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes to the Consolidated Statements of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Cost of sales | $ 12,170 | $ 9,840 | $ 33,130 | $ 27,066 |
Selling, general and administrative expenses | 990 | 738 | 2,468 | 2,166 |
Integration and separation costs | 354 | 127 | 599 | 228 |
Sundry income (expense) - net | 361 | 22 | 237 | 1,369 |
Interest income | $ 39 | 26 | $ 86 | 64 |
As Filed | ||||
Business Acquisition [Line Items] | ||||
Cost of sales | 9,841 | 27,067 | ||
Selling, general and administrative expenses | 864 | 2,393 | ||
Integration and separation costs | 0 | 0 | ||
Sundry income (expense) - net | (4) | 1,305 | ||
Interest income | $ 26 | $ 64 |
SUMMARY OF SIGNIFICANT ACCOUN52
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes to the Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Accounts and notes receivable - Other | $ 7,006 | $ 4,312 |
Other current assets | 1,145 | 711 |
Accounts payable - Other | 3,862 | 2,097 |
Dividends payable | 0 | |
Accrued and other current liabilities | $ 7,849 | 4,481 |
As Filed | ||
Business Acquisition [Line Items] | ||
Accounts and notes receivable - Other | 4,358 | |
Other current assets | 665 | |
Accounts payable - Other | 2,401 | |
Dividends payable | 508 | |
Accrued and other current liabilities | $ 3,669 |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes to the Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | ||
Net periodic pension benefit cost | $ 306 | $ 312 |
Net gain on sales of assets, businesses and investments | (475) | (179) |
Net gain on sales of investments | 0 | |
Net gain on sales of property, businesses and consolidated companies | 0 | |
Other net loss | 228 | 300 |
Accounts payable | 1,627 | 1,031 |
Other assets and liabilities, net | (741) | (331) |
Financing activities | ||
Transaction financing, debt issuance and other costs | 0 | |
Other financing activities, net | $ (2) | (2) |
As Filed | ||
Operating activities | ||
Net periodic pension benefit cost | 0 | |
Net gain on sales of assets, businesses and investments | 0 | |
Net gain on sales of investments | (97) | |
Net gain on sales of property, businesses and consolidated companies | (82) | |
Other net loss | 97 | |
Accounts payable | 695 | |
Other assets and liabilities, net | 520 | |
Financing activities | ||
Transaction financing, debt issuance and other costs | (2) | |
Other financing activities, net | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes to the Consolidated Statements of Equity (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Other | $ (24) | $ (21) |
Retained Earnings | ||
Business Acquisition [Line Items] | ||
Dividend equivalents on participating securities | 0 | |
Other | $ (22) | (21) |
As Filed | Retained Earnings | ||
Business Acquisition [Line Items] | ||
Dividend equivalents on participating securities | (21) | |
Other | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN55
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2017 | Aug. 31, 2017 | Aug. 30, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 2.50 | |
Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets, estimated useful lives | 3 years | |||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets, estimated useful lives | 20 years | |||
Dow | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 2.50 | |||
DuPont | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.30 |
BUSINESS COMBINATIONS - DuPont
BUSINESS COMBINATIONS - DuPont Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 2.50 | |||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Fair value step-up of acquired inventory | $ 212 | ||||||
Goodwill | $ 60,698 | $ 60,698 | $ 15,272 | ||||
Restructuring and asset related charges - net | 179 | 0 | 166 | $ 452 | |||
Integration and separation costs | 459 | $ 160 | 997 | $ 253 | |||
Merger | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 74,680 | ||||||
Equity instruments converted but not yet earned | 144 | ||||||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Finished goods | 5,115 | ||||||
Work-in process | 3,066 | ||||||
Raw materials and store inventory | 705 | ||||||
Fair value step-up of acquired inventory including discontinued operations | 429 | 429 | |||||
Fair value step-up of acquired inventory | 360 | 360 | 360 | ||||
Fair value step-up of acquired inventory of disposal group | $ 69 | $ 69 | |||||
Net property | 12,122 | ||||||
Goodwill | 45,501 | ||||||
Deferred income tax assets | 172 | ||||||
Deferred income tax liabilities | 546 | ||||||
Net pension and other postretirement liabilities assumed | 8,449 | ||||||
Restructuring and asset related charges - net | 40 | ||||||
Integration and separation costs | 71 | ||||||
Merger | Land and land improvements | |||||||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Net property | 967 | ||||||
Merger | Buildings | |||||||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Net property | 2,615 | ||||||
Merger | Machinery and equipment | |||||||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Net property | 7,540 | ||||||
Merger | Construction in progress | |||||||
Fair value adjustments included in the preliminary allocation of purchase price | |||||||
Net property | $ 1,000 | ||||||
Common Stock | Merger | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, conversion ratio (in shares) | 1.2820 | ||||||
Dow | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 2.50 | ||||||
DuPont | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.30 | ||||||
DuPont | Preferred Stock, $4.50 Series | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock par value (in dollars per share) | $ 4.50 | $ 4.50 | |||||
DuPont | Preferred Stock, $3.50 Series | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock par value (in dollars per share) | $ 3.50 | $ 3.50 |
BUSINESS COMBINATIONS - Summary
BUSINESS COMBINATIONS - Summary of DuPont Fair Value of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 31, 2017 | Dec. 15, 2016 |
Business Acquisition [Line Items] | ||
Price per share (closing market price of Dow common stock on merger date) (in dollars per share) | $ 58.35 | |
Merger | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 74,680 | |
Merger | Common Stock | ||
Business Acquisition [Line Items] | ||
Common stock, conversion ratio (in shares) | 1.2820 | |
Shares of DowDuPont common stock issued (in shares) | 1,113,200,000 | |
Fair value of equity awards converted | $ 74,195 | |
DuPont | ||
Business Acquisition [Line Items] | ||
Common stock outstanding (in shares) | 868,300,000 | |
Dow | Common Stock | ||
Business Acquisition [Line Items] | ||
Price per share (closing market price of Dow common stock on merger date) (in dollars per share) | $ 66.65 | |
Equity Awards | Merger | ||
Business Acquisition [Line Items] | ||
Fair value of equity awards converted | $ 485 |
BUSINESS COMBINATIONS - Summa58
BUSINESS COMBINATIONS - Summary of DuPont Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Aug. 31, 2017 | Dec. 31, 2016 |
Fair Value of Assets Acquired | |||
Goodwill | $ 60,698 | $ 15,272 | |
Merger | |||
Fair Value of Assets Acquired | |||
Cash and cash equivalents | $ 4,005 | ||
Marketable securities | 2,849 | ||
Accounts and notes receivable - Trade | 6,199 | ||
Accounts and notes receivable - Other | 1,652 | ||
Inventories | 8,886 | ||
Other current assets | 360 | ||
Assets held for sale | 3,184 | ||
Investment in nonconsolidated affiliates | 1,685 | ||
Other investments | 50 | ||
Noncurrent receivables | 84 | ||
Net property | 12,122 | ||
Goodwill | 45,501 | ||
Other intangible assets | 27,844 | ||
Deferred income tax assets | 487 | ||
Deferred charges and other assets | 1,942 | ||
Total Assets | 116,850 | ||
Fair Value of Liabilities Assumed | |||
Notes Payable | 4,046 | ||
Long-term debt due within one year | 1,273 | ||
Accounts payable - Trade | 2,344 | ||
Accounts payable - Other | 939 | ||
Income taxes payable | 140 | ||
Accrued and other current liabilities | 3,517 | ||
Liabilities held for sale | 104 | ||
Long-Term debt | 9,878 | ||
Deferred income tax liabilities | 9,408 | ||
Pension and other postretirement benefits - noncurrent | 8,092 | ||
Other noncurrent obligations | 2,028 | ||
Total Liabilities | 41,769 | ||
Noncontrolling interests | 401 | ||
Net Assets (Consideration for the Merger) | $ 74,680 |
BUSINESS COMBINATIONS - Summa59
BUSINESS COMBINATIONS - Summary of DuPont Results of Operations (Details) - Merger $ in Millions | 1 Months Ended |
Sep. 30, 2017USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 1,734 |
Loss from continuing operations before income taxes | $ (303) |
BUSINESS COMBINATIONS - Summa60
BUSINESS COMBINATIONS - Summary of Divestiture of the Global Ethylene Acrylic Acid (EAA) Copolymers and Ionomers Business (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 01, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Pretax gain (loss) | $ 227 | $ 396 | $ 375 | |||
Assets Divested | ||||||
Current assets | 3,171 | 3,171 | $ 0 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration | $ 296 | |||||
Pretax gain (loss) | $ 227 | $ 0 | $ 227 | $ 0 | ||
Assets Divested | ||||||
Current assets | 34 | |||||
Net property | 12 | |||||
Goodwill | 23 | |||||
Net carrying value divested | $ 69 |
BUSINESS COMBINATIONS - Summa61
BUSINESS COMBINATIONS - Summary of Divestiture of Dow AgroSciences' Corn Seed Business (Details) $ in Billions | Jul. 11, 2017USD ($) |
Dow AgroSciences' Corn Seed Business | Disposal Group, Held-for-sale, Not Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Consideration | $ 1.1 |
BUSINESS COMBINATIONS - Summa62
BUSINESS COMBINATIONS - Summary of DuPont Divested Ag Business Results of Operations (Details) - USD ($) $ in Millions | Nov. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Loss from discontinued operations, net of tax | $ (20) | $ 0 | $ (20) | $ 0 | |
Discontinued Operations, Disposed of by Sale | DuPont Divested Ag Business | Subsequent Event | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture | $ 1,200 | ||||
Discontinued Operations, Held-for-sale | DuPont Divested Ag Business | |||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||||
Net sales | 116 | 116 | |||
Cost of sales | 110 | 110 | |||
Research and development expenses | 9 | 9 | |||
Selling, general and administrative expenses | 29 | 29 | |||
Loss from discontinued operations before income taxes | (32) | (32) | |||
Benefit from income taxes | (12) | (12) | |||
Loss from discontinued operations, net of tax | (20) | (20) | |||
Capital expenditures | $ 4 | $ 4 | |||
H&N Business | Subsequent Event | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Fair value of assets acquired | $ 1,900 |
BUSINESS COMBINATIONS - Summa63
BUSINESS COMBINATIONS - Summary of DuPont Divested Ag Business Carrying Values of Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | $ 37 | $ 0 |
DuPont Divested Ag Business | Discontinued Operations, Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 125 | |
Accounts and notes receivable - net | 39 | |
Inventories | 973 | |
Other current assets | 1 | |
Net property | 523 | |
Goodwill | 145 | |
Other intangible assets | 1,360 | |
Deferred charges and other assets | 5 | |
Net carrying value divested | 3,171 | |
Accounts payable | 62 | |
Accrued and other current liabilities | 13 | |
Pension and other postretirement benefits - noncurrent | 12 | |
Other noncurrent obligations | 21 | |
Total liabilities held for sale | $ 108 |
BUSINESS COMBINATIONS - Summa64
BUSINESS COMBINATIONS - Summary of DowDuPont Unaudited Supplemental Pro Forma Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 21 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | $ (534) | $ (818) | $ (2,808) | $ (4,320) | |||
Pre tax pro forma adjustment | (1,125) | (1,089) | (4,067) | (4,611) | |||
Integration and separation costs | 354 | 127 | 599 | 228 | |||
Merger | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
Integration and separation costs | 354 | 127 | 599 | 228 | |||
Merger | Integration and Separation Costs | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | $ 441 | ||||||
Pre tax pro forma adjustment | $ 536 | ||||||
Merger | Fair Value Adjustment to Inventory | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | 253 | 253 | 769 | ||||
Pre tax pro forma adjustment | 302 | 302 | 868 | ||||
Merger | Fair Value Adjustment to Inventory related to Seed Business | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | 35 | 105 | 273 | 1,102 | |||
Pre tax pro forma adjustment | $ 50 | $ 151 | $ 393 | 1,495 | |||
Merger | Change in Tax Attributes | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | $ (170) | $ 170 | |||||
Scenario, Forecast | Merger | Change-in-control provisions | |||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||
After tax pro forma adjustment | $ 300 | ||||||
Pre tax pro forma adjustment | $ 450 |
BUSINESS COMBINATIONS - Summa65
BUSINESS COMBINATIONS - Summary of DowDuPont Pro Forma Results of Operations (Details) - Merger - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 18,319 | $ 17,109 | $ 59,620 | $ 53,388 |
Income from continuing operations, net of tax | $ 762 | $ 516 | $ 4,351 | $ 2,744 |
Earnings per common share from continuing operations - basic (in dollars per share) | $ 0.31 | $ 0.18 | $ 1.82 | $ 1.08 |
Earnings per common share from continuing operations - diluted (in dollars per share) | $ 0.31 | $ 0.18 | $ 1.80 | $ 1.07 |
BUSINESS COMBINATIONS - Dow Cor
BUSINESS COMBINATIONS - Dow Corning Corporation Additional Information (Details) - USD ($) $ in Millions | Jun. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | May 31, 2016 | Dec. 31, 1995 |
Business Acquisition [Line Items] | ||||||||||
Investment in nonconsolidated affiliates | $ 5,650 | $ 5,650 | $ 3,747 | |||||||
Net gain on step acquisition of nonconsolidated affiliates | 0 | $ 0 | 0 | $ 2,445 | ||||||
Goodwill | 60,698 | 60,698 | 15,272 | |||||||
Performance Materials & Coatings | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | 5,097 | 5,097 | 4,918 | |||||||
Electronics & Imaging | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | 8,070 | 8,070 | 4,155 | |||||||
Transportation & Advanced Polymers | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 8,610 | $ 8,610 | $ 601 | |||||||
Splitco | Corning Incorporated | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest | 100.00% | |||||||||
Dow Corning | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Investment in nonconsolidated affiliates | $ 1,968 | |||||||||
Ownership Interest | 50.00% | 50.00% | ||||||||
Dow Corning | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest acquired | 50.00% | |||||||||
Payments to acquire businesses | $ 4,800 | |||||||||
Net gain on step acquisition of nonconsolidated affiliates | $ 2,445 | $ 2,445 | ||||||||
Tax benefit | 141 | |||||||||
Total enterprise fair value | 9,636 | |||||||||
Goodwill | 3,229 | |||||||||
Accounts and notes receivable - Trade | 647 | |||||||||
Accounts and notes receivable - trade, gross | 654 | |||||||||
Operating loss carryforwards | 568 | |||||||||
Dow Corning | Breast Implant and Other Products Liability Claims | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent liabilities | 290 | |||||||||
Dow Corning | Commercial Creditor Issues | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent liabilities | $ 105 | |||||||||
Dow Corning | Fair Value Adjustment to Inventory | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value step-up of inventories | $ 317 | |||||||||
Dow Corning | Performance Materials & Coatings | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net gain on step acquisition of nonconsolidated affiliates | 1,617 | |||||||||
Dow Corning | Performance Materials & Coatings | Fair Value Adjustment to Inventory | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value step-up of inventories | 213 | |||||||||
Dow Corning | Electronics & Imaging | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net gain on step acquisition of nonconsolidated affiliates | 512 | |||||||||
Dow Corning | Electronics & Imaging | Fair Value Adjustment to Inventory | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value step-up of inventories | 69 | |||||||||
Dow Corning | Transportation & Advanced Polymers | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net gain on step acquisition of nonconsolidated affiliates | $ 316 | |||||||||
Dow Corning | Transportation & Advanced Polymers | Fair Value Adjustment to Inventory | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value step-up of inventories | $ 35 |
BUSINESS COMBINATIONS - Summa67
BUSINESS COMBINATIONS - Summary of Dow Corning Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | May 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 01, 2016 |
Fair Value of Liabilities Assumed | ||||
Goodwill | $ 60,698 | $ 15,272 | ||
Dow Corning | ||||
Business Acquisition [Line Items] | ||||
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 | 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 | 1,241 | |||
Other noncurrent obligations | 437 | |||
Total Liabilities | 9,358 | |||
Noncontrolling interests | 473 | |||
Goodwill | 3,229 | |||
Dow Corning | Trademarks | ||||
Fair Value of Assets Acquired | ||||
Other intangible assets | 30 | |||
Dow Corning | Licenses and intellectual property | ||||
Fair Value of Assets Acquired | ||||
Other intangible assets | 1,200 | |||
Dow Corning | Software | ||||
Fair Value of Assets Acquired | ||||
Other intangible assets | 2 | |||
Dow Corning | Customer-related | ||||
Fair Value of Assets Acquired | ||||
Other intangible assets | $ 1,755 |
RESTRUCTURING AND ASSET RELAT68
RESTRUCTURING AND ASSET RELATED CHARGES - Summary of DowDuPont Restructuring Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and asset related charges - net | $ 179 | $ 0 | $ 166 | $ 452 |
Synergy Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and asset related charges - net | 180 | |||
Synergy Program | Severance and Related Benefit Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and asset related charges - net | 179 | 179 | ||
Cash payments | (20) | |||
Non-cash compensation | (7) | |||
Reserve balance | $ 152 | $ 152 |
RESTRUCTURING AND ASSET RELAT69
RESTRUCTURING AND ASSET RELATED CHARGES - Additional Information (Details) $ in Millions | Jun. 27, 2016positionemployee | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($)employee | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)employee | Dec. 31, 2016USD ($)employee | Sep. 30, 2017USD ($)employee | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)employee | Dec. 31, 2015USD ($)employee | Nov. 01, 2017USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 179 | $ 0 | $ 166 | $ 452 | ||||||||
Synergy Program | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 180 | |||||||||||
Synergy Program | Scenario, Forecast | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 1,000 | |||||||||||
Synergy Program | Subsequent Event | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Expected restructuring costs | $ 2,000 | |||||||||||
Synergy Program | Severance and Related Benefit Costs | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 179 | 179 | ||||||||||
Cash payments | 20 | |||||||||||
Restructuring liability | 152 | 152 | ||||||||||
Synergy Program | Severance and Related Benefit Costs | Subsequent Event | Minimum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Expected restructuring costs | 875 | |||||||||||
Synergy Program | Severance and Related Benefit Costs | Subsequent Event | Maximum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Expected restructuring costs | 975 | |||||||||||
Synergy Program | Asset Related Charges and Other | Subsequent Event | Minimum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Asset related expected restructuring costs | 450 | |||||||||||
Synergy Program | Asset Related Charges and Other | Subsequent Event | Maximum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Asset related expected restructuring costs | 800 | |||||||||||
Synergy Program | Costs Related To To Contract Termination | Subsequent Event | Minimum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Expected restructuring costs | 400 | |||||||||||
Synergy Program | Costs Related To To Contract Termination | Subsequent Event | Maximum | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Expected restructuring costs | $ 450 | |||||||||||
Dow 2016 Restructuring Plan | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 449 | $ 449 | (3) | |||||||||
Expected workforce reduction (in employees) | position | 2,500 | |||||||||||
Cash payments | 68 | 141 | ||||||||||
Restructuring liability | 84 | 228 | 84 | $ 228 | ||||||||
Dow 2016 Restructuring Plan | Industrial Intermediates & Infrastructure | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 83 | |||||||||||
Dow 2016 Restructuring Plan | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 42 | |||||||||||
Dow 2016 Restructuring Plan | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 314 | |||||||||||
Dow 2016 Restructuring Plan | Packaging & Specialty Plastics | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 10 | |||||||||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 268 | 268 | 0 | |||||||||
Expected workforce reduction (in employees) | employee | 2,500 | |||||||||||
Cash payments | 67 | 141 | ||||||||||
Restructuring liability | $ 60 | $ 201 | $ 60 | $ 201 | ||||||||
Remaining expected workforce reduction (in employees) | employee | 630 | 1,700 | 630 | 1,700 | ||||||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | Industrial Intermediates & Infrastructure | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 0 | |||||||||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | |||||||||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 268 | |||||||||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | Packaging & Specialty Plastics | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 153 | 153 | $ 0 | |||||||||
Cash payments | 0 | 0 | ||||||||||
Restructuring liability | $ 0 | 0 | 0 | $ 0 | ||||||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | Industrial Intermediates & Infrastructure | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 70 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 27 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 46 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | Packaging & Specialty Plastics | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 10 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing, Write-down Of Assets And Write-off Of Capital Projects Including In-process Research And Development | Industrial Intermediates & Infrastructure | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 70 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 25 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Closure And Consolidation Of Certain Corporate Facilities And Data Centers | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 25 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing And Write-down Of Non-manufacturing Assets | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 33 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing And Write-down Of Non-manufacturing Assets | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 2 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing And Write-down Of Non-manufacturing Assets | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 21 | |||||||||||
Dow 2016 Restructuring Plan | Asset Related Charges And Other, Facility Closing And Write-down Of Non-manufacturing Assets | Packaging & Specialty Plastics | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 10 | |||||||||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 28 | 28 | (3) | |||||||||
Cash payments | 1 | 0 | ||||||||||
Restructuring liability | 24 | 27 | 24 | 27 | ||||||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | Industrial Intermediates & Infrastructure | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 13 | 13 | ||||||||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | Performance Materials & Coatings | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 15 | 15 | ||||||||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | Corporate | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | |||||||||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | Packaging & Specialty Plastics | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | |||||||||||
Dow 2015 Restructuring Plan | Severance and Related Benefit Costs | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | 0 | $ (9) | (9) | 0 | $ 235 | ||||||
Expected workforce reduction (in employees) | employee | 2,250 | |||||||||||
Cash payments | 33 | 190 | ||||||||||
Restructuring liability | $ 3 | $ 45 | $ 45 | |||||||||
Remaining expected workforce reduction (in employees) | employee | 40 | 290 | 290 | |||||||||
Dow 2015 Restructuring Plan | Asset Related Charges and Other | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | 0 | (1) | 0 | (3) | ||||||||
Dow 2015 Restructuring Plan | Costs Associated with Exit or Disposal Activities | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Restructuring and asset related charges - net | $ 0 | $ 1 | $ (1) | $ 6 |
RESTRUCTURING AND ASSET RELAT70
RESTRUCTURING AND ASSET RELATED CHARGES - Summary of Restructuring Reserve (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | $ 179 | $ 0 | $ 166 | $ 452 | |||||
Dow 2016 Restructuring Plan | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Reserve balance, beginning of period | $ 228 | 228 | |||||||
Restructuring and asset related charges - net | $ 449 | $ 449 | (3) | ||||||
Charges against the reserve | (153) | ||||||||
Cash payments | (68) | (141) | |||||||
Reserve balance, end of period | 84 | 228 | 84 | $ 228 | |||||
Dow 2016 Restructuring Plan | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Reserve balance, beginning of period | 201 | 201 | |||||||
Restructuring and asset related charges - net | 268 | 268 | 0 | ||||||
Charges against the reserve | 0 | ||||||||
Cash payments | (67) | (141) | |||||||
Reserve balance, end of period | 60 | 201 | 60 | 201 | |||||
Dow 2016 Restructuring Plan | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Reserve balance, beginning of period | 0 | 0 | |||||||
Restructuring and asset related charges - net | 153 | 153 | 0 | ||||||
Charges against the reserve | (153) | ||||||||
Cash payments | 0 | 0 | |||||||
Reserve balance, end of period | 0 | 0 | 0 | 0 | |||||
Dow 2016 Restructuring Plan | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Reserve balance, beginning of period | 27 | 27 | |||||||
Restructuring and asset related charges - net | 28 | 28 | (3) | ||||||
Charges against the reserve | 0 | ||||||||
Cash payments | (1) | 0 | |||||||
Reserve balance, end of period | 24 | 27 | 24 | 27 | |||||
Dow 2016 Restructuring Plan | Performance Materials & Coatings | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 42 | ||||||||
Dow 2016 Restructuring Plan | Performance Materials & Coatings | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | ||||||||
Dow 2016 Restructuring Plan | Performance Materials & Coatings | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 27 | ||||||||
Dow 2016 Restructuring Plan | Performance Materials & Coatings | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 15 | 15 | |||||||
Dow 2016 Restructuring Plan | Industrial Intermediates & Infrastructure | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 83 | ||||||||
Dow 2016 Restructuring Plan | Industrial Intermediates & Infrastructure | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | ||||||||
Dow 2016 Restructuring Plan | Industrial Intermediates & Infrastructure | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 70 | ||||||||
Dow 2016 Restructuring Plan | Industrial Intermediates & Infrastructure | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | $ 13 | 13 | |||||||
Dow 2016 Restructuring Plan | Packaging & Specialty Plastics | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 10 | ||||||||
Dow 2016 Restructuring Plan | Packaging & Specialty Plastics | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | ||||||||
Dow 2016 Restructuring Plan | Packaging & Specialty Plastics | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 10 | ||||||||
Dow 2016 Restructuring Plan | Packaging & Specialty Plastics | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | ||||||||
Dow 2016 Restructuring Plan | Corporate | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 314 | ||||||||
Dow 2016 Restructuring Plan | Corporate | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 268 | ||||||||
Dow 2016 Restructuring Plan | Corporate | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 46 | ||||||||
Dow 2016 Restructuring Plan | Corporate | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | ||||||||
Dow 2015 Restructuring Plan | Severance and Related Benefit Costs | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Reserve balance, beginning of period | 3 | 45 | 45 | ||||||
Restructuring and asset related charges - net | 0 | 0 | (9) | (9) | 0 | $ 235 | |||
Cash payments | (33) | (190) | |||||||
Reserve balance, end of period | $ 3 | $ 45 | $ 45 | ||||||
Dow 2015 Restructuring Plan | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 0 | (1) | 0 | (3) | |||||
Dow 2015 Restructuring Plan | Costs Associated with Exit or Disposal Activities | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | $ 0 | $ 1 | $ (1) | 6 | |||||
Dow 2015 Restructuring Plan | Agriculture | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | 5 | ||||||||
Dow 2015 Restructuring Plan | Nutrition & Biosciences | Asset Related Charges and Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Restructuring and asset related charges - net | $ 1 |
SUPPLEMENTARY INFORMATION - Add
SUPPLEMENTARY INFORMATION - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Sundry income (expense) - net | $ 361 | $ 22 | $ 237 | $ 1,369 | |
Accrued and other current liabilities | 7,849 | 7,849 | $ 4,481 | ||
Advance payments from customers | 524 | 524 | |||
Advance payments from customers, current | 12 | 12 | |||
Advance payments from customers, noncurrent | $ 512 | $ 512 |
SUPPLEMENTARY INFORMATION - Sum
SUPPLEMENTARY INFORMATION - Summary of Sundry Income (Expense) - Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Gain on sale of business/entity | $ 227 | $ 396 | $ 375 | |
Foreign exchange gains (losses) | 72 | $ (37) | 16 | (102) |
Interest income | 39 | 26 | 86 | 64 |
Gain on sales of other assets and investments | 11 | 45 | 148 | 130 |
Arbitration matter and legal settlements | (332) | (1,235) | ||
Gain on ownership restructure of Dow Corning | 0 | 0 | 0 | 2,445 |
Nova patent infringement award | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Arbitration matter and legal settlements | 0 | 0 | 137 | 0 |
Bayer CropScience arbitration matter | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Arbitration matter and legal settlements | 0 | 0 | (469) | 0 |
Urethane Matters Class Action Lawsuit And Opt-Out cases | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Arbitration matter and legal settlements | 0 | 0 | 0 | (1,235) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Gain on sale of business/entity | 227 | 0 | 227 | 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Chlorine value chain | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Gain on sale of business/entity | 7 | 6 | ||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | Chlorine value chain | ||||
Schedule Of Sundry Income (Expense) [Line Items] | ||||
Obligation related to the split-off of Dow's chlorine value chain | $ 0 | $ (33) | $ 0 | $ (33) |
SUPPLEMENTARY INFORMATION - S73
SUPPLEMENTARY INFORMATION - Summary of Accrued and Other Current LIabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll | $ 1,676 | $ 1,105 |
Employee retirement plans | $ 1,490 | $ 364 |
INCOME TAXES - Total Gross Unre
INCOME TAXES - Total Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Decrease in deferred income tax assets | $ 267 | |
Unrecognized tax benefits | 504 | $ 231 |
Unrecognized tax benefits that, if recognized, would impact the effective tax rate | $ 377 | $ 223 |
EARNINGS PER SHARE CALCULATIO75
EARNINGS PER SHARE CALCULATIONS - Summary of Net Income for EPS Calculations, Basic (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations, net of tax | $ 554 | $ 818 | $ 2,828 | $ 4,320 |
Net income attributable to noncontrolling interests | (20) | (14) | (85) | (54) |
Preferred stock dividends | 0 | (85) | 0 | (255) |
Net income attributable to participating securities | (3) | (4) | (13) | (23) |
Net income attributable to DowDuPont Inc. | 531 | 715 | 2,730 | 3,988 |
Loss from discontinued operations, net of tax | (20) | 0 | (20) | 0 |
Net income available for DowDuPont Inc. common stockholders | $ 511 | $ 715 | $ 2,710 | $ 3,988 |
EARNINGS PER SHARE CALCULATIO76
EARNINGS PER SHARE CALCULATIONS - Summary of EPS Calculations, Basic (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Earnings per common share from continuing operations - basic (in dollars per share) | $ 0.33 | $ 0.64 | $ 2.05 | $ 3.60 |
Earnings per common share from discontinued operations - basic (in dollars per share) | (0.01) | 0 | (0.01) | 0 |
Net income attributable to common stockholders, basic (in dollars per share) | $ 0.32 | $ 0.64 | $ 2.04 | $ 3.60 |
EARNINGS PER SHARE CALCULATIO77
EARNINGS PER SHARE CALCULATIONS - Summary of Net Income for EPS Calculations, Diluted (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations, net of tax | $ 554 | $ 818 | $ 2,828 | $ 4,320 |
Net income attributable to noncontrolling interests | (20) | (14) | (85) | (54) |
Preferred stock dividends | 0 | (85) | 0 | 0 |
Net income attributable to participating securities | (3) | (4) | (13) | (23) |
Net income attributable to DowDuPont Inc. | 531 | 715 | 2,730 | 4,243 |
Loss from discontinued operations, net of tax | (20) | 0 | (20) | 0 |
Net income attributable to common stockholders | $ 511 | $ 715 | $ 2,710 | $ 4,243 |
EARNINGS PER SHARE CALCULATIO78
EARNINGS PER SHARE CALCULATIONS - Summary of EPS Calculations, Diluted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Earnings per common share from continuing operations - diluted (in dollars per share) | $ 0.33 | $ 0.63 | $ 2.02 | $ 3.48 |
Earnings per common share from discontinued operations - diluted (in dollars per share) | (0.01) | 0 | (0.01) | 0 |
Net income attributable to common stockholders, diluted (in dollars per share) | $ 0.32 | $ 0.63 | $ 2.01 | $ 3.48 |
EARNINGS PER SHARE CALCULATIO79
EARNINGS PER SHARE CALCULATIONS - Summary of Count Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted-average common shares - basic (in shares) | 1,577.8 | 1,112.4 | 1,330.7 | 1,108.8 |
Plus dilutive effect of equity compensation plans (in shares) | 17.5 | 15 | 18.1 | 14.8 |
Plus dilutive effect of assumed conversion of preferred stock (in shares) | 0 | 0 | 0 | 96.8 |
Weighted-average common shares - diluted (in shares) | 1,595.3 | 1,127.4 | 1,348.8 | 1,220.4 |
Stock options and deferred stock awards excluded from EPS calculations (in shares) | 2.2 | 0 | 1.8 | 2.5 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 9,094 | $ 4,230 |
Work in process | 5,221 | 1,510 |
Raw materials | 1,365 | 853 |
Supplies | 1,210 | 823 |
Total | 16,890 | 7,416 |
Adjustment of inventories to a LIFO basis | 365 | (53) |
Total inventories | $ 17,255 | $ 7,363 |
INVENTORIES - Additional Inform
INVENTORIES - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Inventory Disclosure [Abstract] | |
Increase in inventory | $ 9,892 |
PROPERTY - Summary of Property
PROPERTY - Summary of Property (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Total property | $ 72,227 | $ 57,438 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 3,479 | 2,524 |
Land and land improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 0 years | |
Land and land improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 25 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 8,389 | 5,935 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 1 year | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 50 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 48,174 | 38,499 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 1 year | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 25 years | |
Other property | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 5,218 | 4,380 |
Other property | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 3 years | |
Other property | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 50 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 6,967 | $ 6,100 |
PROPERTY - Additional Informati
PROPERTY - Additional Information (Details) $ in Millions | Aug. 31, 2017USD ($) |
Merger | |
Property, Plant and Equipment [Line Items] | |
Additions to property | $ 12,122 |
GOODWILL AND OTHER INTANGIBLE84
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | $ 15,272 |
Other | (12) |
Foreign currency impact | (6) |
Net goodwill, end of period | 60,698 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | (34) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | (23) |
Agriculture | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 1,472 |
Other | (11) |
Foreign currency impact | (89) |
Net goodwill, end of period | 14,481 |
Agriculture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Agriculture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Performance Materials & Coatings | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 4,918 |
Other | 0 |
Foreign currency impact | 179 |
Net goodwill, end of period | 5,097 |
Performance Materials & Coatings | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Performance Materials & Coatings | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Industrial Intermediates & Infrastructure | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 1,085 |
Other | 0 |
Foreign currency impact | 14 |
Net goodwill, end of period | 1,099 |
Industrial Intermediates & Infrastructure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Industrial Intermediates & Infrastructure | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Packaging & Specialty Plastics | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 1,518 |
Other | (1) |
Foreign currency impact | 18 |
Net goodwill, end of period | 5,129 |
Packaging & Specialty Plastics | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Packaging & Specialty Plastics | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | (23) |
Electronics & Imaging | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 4,155 |
Other | 0 |
Foreign currency impact | 7 |
Net goodwill, end of period | 8,070 |
Electronics & Imaging | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | (34) |
Electronics & Imaging | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Nutrition & Biosciences | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 340 |
Other | 0 |
Foreign currency impact | (91) |
Net goodwill, end of period | 10,771 |
Nutrition & Biosciences | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Nutrition & Biosciences | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Transportation & Advanced Polymers | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 601 |
Other | 0 |
Foreign currency impact | (33) |
Net goodwill, end of period | 8,610 |
Transportation & Advanced Polymers | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Transportation & Advanced Polymers | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Safety & Construction | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 1,183 |
Other | 0 |
Foreign currency impact | (11) |
Net goodwill, end of period | 7,441 |
Safety & Construction | Disposal Group, Disposed of by Sale, Not Discontinued Operations | SKC Haas Display Films Group | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Safety & Construction | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | |
Goodwill [Roll Forward] | |
Sale and divestiture of businesses | 0 |
Merger | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 45,501 |
Merger | Agriculture | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 13,109 |
Merger | Performance Materials & Coatings | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 0 |
Merger | Industrial Intermediates & Infrastructure | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 0 |
Merger | Packaging & Specialty Plastics | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 3,617 |
Merger | Electronics & Imaging | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 3,942 |
Merger | Nutrition & Biosciences | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 10,522 |
Merger | Transportation & Advanced Polymers | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | 8,042 |
Merger | Safety & Construction | |
Goodwill [Roll Forward] | |
Goodwill recognized from Merger | $ 6,269 |
GOODWILL AND OTHER INTANGIBLE85
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Other Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | $ 25,885 | $ 10,260 |
Finite other intangible assets, accumulated amortization | (4,990) | (4,295) |
Finite other intangible assets, net | 20,895 | 5,965 |
Indefinite-lived Intangible Assets [Line Items] | ||
Other intangible assets, gross carrying amount | 38,410 | 10,321 |
Other intangible assets, net | 33,420 | 6,026 |
In-process research and development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite other intangible asset, carrying amount | 716 | 61 |
Germplasm | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite other intangible asset, carrying amount | 6,773 | 0 |
Trademarks/trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite other intangible asset, carrying amount | 5,036 | 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 7,371 | 3,254 |
Finite other intangible assets, accumulated amortization | (1,628) | (1,383) |
Finite other intangible assets, net | 5,743 | 1,871 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 1,398 | 1,336 |
Finite other intangible assets, accumulated amortization | (759) | (696) |
Finite other intangible assets, net | 639 | 640 |
Trademarks/trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 1,768 | 696 |
Finite other intangible assets, accumulated amortization | (558) | (503) |
Finite other intangible assets, net | 1,210 | 193 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 14,378 | 4,806 |
Finite other intangible assets, accumulated amortization | (1,889) | (1,567) |
Finite other intangible assets, net | 12,489 | 3,239 |
Microbial cell factories | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 430 | 0 |
Finite other intangible assets, accumulated amortization | (2) | 0 |
Finite other intangible assets, net | 428 | 0 |
Other intangible assets, excluding software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 540 | 168 |
Finite other intangible assets, accumulated amortization | (154) | (146) |
Finite other intangible assets, net | $ 386 | $ 22 |
GOODWILL AND OTHER INTANGIBLE86
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Acquired Other Intangible Assets (Details) - Merger $ in Millions | Aug. 31, 2017USD ($) |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 15,355 |
Finite other intangible assets acquired, weighted-average amortization period | |
Other intangible assets acquired | $ 27,844 |
In-process research and development | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Indefinite other intangible assets acquired | 655 |
Germplasm | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Indefinite other intangible assets acquired | 6,773 |
Trademarks/trade names | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Indefinite other intangible assets acquired | 5,061 |
Developed technology | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 4,124 |
Finite other intangible assets acquired, weighted-average amortization period | 12 years |
Trademarks/trade names | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 1,073 |
Finite other intangible assets acquired, weighted-average amortization period | 12 years |
Customer-related | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 9,434 |
Finite other intangible assets acquired, weighted-average amortization period | 18 years |
Microbial cell factories | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 430 |
Finite other intangible assets acquired, weighted-average amortization period | 23 years |
Other intangible assets, excluding software | |
Schedule of Acquired Finite And Indefinite-lived Intangible Assets by Major Class [Table] [Line Items] | |
Finite other intangible assets acquired | $ 294 |
Finite other intangible assets acquired, weighted-average amortization period | 15 years |
GOODWILL AND OTHER INTANGIBLE87
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 244 | $ 162 | $ 556 | $ 387 |
Other intangible assets, excluding software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | 244 | 162 | 556 | 387 |
Software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 21 | $ 18 | $ 61 | $ 55 |
GOODWILL AND OTHER INTANGIBLE88
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Future Amortization Expense (Details) $ in Millions | Sep. 30, 2017USD ($) |
Estimated Amortization Expense for Next Five Years | |
2,017 | $ 1,239 |
2,018 | 1,831 |
2,019 | 1,749 |
2,020 | 1,701 |
2,021 | 1,654 |
2,022 | $ 1,576 |
GOODWILL AND OTHER INTANGIBLE89
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Aug. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||||||
Goodwill | $ 60,698 | $ 15,272 | ||||
Write down of in-process research and development | $ 158 | $ 158 | ||||
Merger | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 45,501 | |||||
Other intangible assets acquired | $ 27,844 | |||||
In-process research and development | ||||||
Goodwill [Line Items] | ||||||
Write down of in-process research and development | $ 11 | |||||
Coatings & Performance Monomers | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 2,509 |
TRANSFERS OF FINANCIAL ASSETS -
TRANSFERS OF FINANCIAL ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Transfers and Servicing [Abstract] | ||||
Credit losses, net of recoveries | $ 0 | $ 0 | $ 0 | $ 0 |
TRANSFERS OF FINANCIAL ASSETS91
TRANSFERS OF FINANCIAL ASSETS - Summary of Interests Held (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Transfers and Servicing [Abstract] | ||
Carrying value of interests held | $ 1,839 | $ 1,237 |
Percentage of anticipated credit losses | 0.87% | 0.36% |
Impact to carrying value - 10% adverse change | $ 1 | $ 1 |
Impact to carrying value - 20% adverse change | $ 2 | $ 1 |
TRANSFERS OF FINANCIAL ASSETS92
TRANSFERS OF FINANCIAL ASSETS - Summary of Cash Proceeds(Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Transfers and Servicing [Abstract] | ||||
Collections reinvested in revolving receivables | $ 6,295 | $ 5,783 | $ 18,027 | $ 15,760 |
Interests in conduits | $ 135 | $ 129 | $ 939 | $ 882 |
TRANSFERS OF FINANCIAL ASSETS93
TRANSFERS OF FINANCIAL ASSETS - Summary of Trade Accounts Receivable Sold (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Transfers and Servicing [Abstract] | ||
Delinquencies on sold receivables still outstanding | $ 128 | $ 86 |
Trade accounts receivable outstanding and derecognized | $ 2,865 | $ 2,257 |
NOTES PAYABLE, LONG-TERM DEBT94
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Summary of Notes Payable (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 5,176 | $ 272 |
Year-end average interest rates | 4.60% | |
Commercial paper | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 3,493 | $ 0 |
Notes payable to banks and other lenders | ||
Short-term Debt [Line Items] | ||
Total notes payable | 1,641 | 225 |
Notes payable to related companies | ||
Short-term Debt [Line Items] | ||
Total notes payable | 42 | 44 |
Notes payable trade | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | $ 3 |
Dow | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 584 | |
Year-end average interest rates | 4.12% | |
Dow | Commercial paper | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 249 | |
Dow | Notes payable to banks and other lenders | ||
Short-term Debt [Line Items] | ||
Total notes payable | 293 | |
Dow | Notes payable to related companies | ||
Short-term Debt [Line Items] | ||
Total notes payable | 42 | |
Dow | Notes payable trade | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | |
DuPont | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 4,592 | |
Year-end average interest rates | 1.70% | |
DuPont | Commercial paper | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 3,244 | |
DuPont | Notes payable to banks and other lenders | ||
Short-term Debt [Line Items] | ||
Total notes payable | 1,348 | |
DuPont | Notes payable to related companies | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | |
DuPont | Notes payable trade | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | |
DuPont | Receivable Repurchase Agreement | Repurchase Facility | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 1,300 |
NOTES PAYABLE, LONG-TERM DEBT95
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Summary of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 286 | $ 295 |
Unamortized debt discount and issuance costs | (354) | (373) |
Long-term debt due within one year | (1,906) | (635) |
Long-term debt | 29,819 | $ 20,456 |
Promissory notes and debentures | Final maturity 2017 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 6.06% | |
Long-term debt, gross | 3 | $ 442 |
Promissory notes and debentures | Final maturity 2018 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.78% | |
Long-term debt, gross | 1,632 | $ 339 |
Promissory notes and debentures | Final maturity 2019 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 8.55% | |
Long-term debt, gross | 2,647 | $ 2,122 |
Promissory notes and debentures | Final maturity 2020 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 4.46% | |
Long-term debt, gross | 4,626 | $ 1,547 |
Promissory notes and debentures | Final maturity 2021 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 4.72% | |
Long-term debt, gross | 3,010 | $ 1,424 |
Promissory notes and debentures | Final maturity 2022 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.00% | |
Long-term debt, gross | 1,252 | $ 1,250 |
Promissory notes and debentures | Final maturity 2023 and thereafter | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.98% | |
Long-term debt, gross | 10,684 | $ 7,199 |
Promissory notes and debentures | U.S. dollar loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 1.60% | |
Long-term debt, gross | 5,599 | $ 4,595 |
Promissory notes and debentures | Foreign currency loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.42% | |
Long-term debt, gross | 892 | $ 882 |
Medium-term notes, varying maturities through 2043 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.82% | |
Long-term debt, gross | 1,105 | $ 1,026 |
Tax-exempt bonds, varying maturities through 2038 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.66% | |
Long-term debt, gross | 343 | $ 343 |
Dow | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | 281 | |
Unamortized debt discount and issuance costs | (354) | |
Long-term debt due within one year | (578) | |
Long-term debt | $ 20,004 | |
Dow | Promissory notes and debentures | Final maturity 2017 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 9.80% | |
Long-term debt, gross | $ 3 | |
Dow | Promissory notes and debentures | Final maturity 2018 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.78% | |
Long-term debt, gross | $ 339 | |
Dow | Promissory notes and debentures | Final maturity 2019 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 8.55% | |
Long-term debt, gross | $ 2,122 | |
Dow | Promissory notes and debentures | Final maturity 2020 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 4.46% | |
Long-term debt, gross | $ 1,547 | |
Dow | Promissory notes and debentures | Final maturity 2021 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 4.71% | |
Long-term debt, gross | $ 1,424 | |
Dow | Promissory notes and debentures | Final maturity 2022 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.00% | |
Long-term debt, gross | $ 1,252 | |
Dow | Promissory notes and debentures | Final maturity 2023 and thereafter | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.99% | |
Long-term debt, gross | $ 7,188 | |
Dow | Promissory notes and debentures | U.S. dollar loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 2.26% | |
Long-term debt, gross | $ 4,580 | |
Dow | Promissory notes and debentures | Foreign currency loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.12% | |
Long-term debt, gross | $ 862 | |
Dow | Medium-term notes, varying maturities through 2043 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.86% | |
Long-term debt, gross | $ 995 | |
Dow | Tax-exempt bonds, varying maturities through 2038 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 5.66% | |
Long-term debt, gross | $ 343 | |
DuPont | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | 5 | |
Unamortized debt discount and issuance costs | 0 | |
Long-term debt due within one year | (1,328) | |
Long-term debt | $ 9,815 | |
DuPont | Promissory notes and debentures | Final maturity 2017 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 0.00% | |
Long-term debt, gross | $ 0 | |
DuPont | Promissory notes and debentures | Final maturity 2018 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 1.59% | |
Long-term debt, gross | $ 1,293 | |
DuPont | Promissory notes and debentures | Final maturity 2019 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 2.23% | |
Long-term debt, gross | $ 525 | |
DuPont | Promissory notes and debentures | Final maturity 2020 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 1.78% | |
Long-term debt, gross | $ 3,079 | |
DuPont | Promissory notes and debentures | Final maturity 2021 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 2.07% | |
Long-term debt, gross | $ 1,586 | |
DuPont | Promissory notes and debentures | Final maturity 2022 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 0.00% | |
Long-term debt, gross | $ 0 | |
DuPont | Promissory notes and debentures | Final maturity 2023 and thereafter | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 3.32% | |
Long-term debt, gross | $ 3,496 | |
DuPont | Promissory notes and debentures | U.S. dollar loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 2.27% | |
Long-term debt, gross | $ 1,019 | |
DuPont | Promissory notes and debentures | Foreign currency loans, various rates and maturities | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 2.84% | |
Long-term debt, gross | $ 30 | |
DuPont | Medium-term notes, varying maturities through 2043 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 0.98% | |
Long-term debt, gross | $ 110 | |
DuPont | Tax-exempt bonds, varying maturities through 2038 | ||
Debt Instrument [Line Items] | ||
Weighted Average Rate | 0.00% | |
Long-term debt, gross | $ 0 |
NOTES PAYABLE, LONG-TERM DEBT96
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Summary of Maturities (Details) $ in Millions | Sep. 30, 2017USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 80 |
2,018 | 2,036 |
2,019 | 8,439 |
2,020 | 4,836 |
2,021 | 3,066 |
2,022 | 1,499 |
Dow | |
Debt Instrument [Line Items] | |
2,017 | 78 |
2,018 | 752 |
2,019 | 6,934 |
2,020 | 1,831 |
2,021 | 1,561 |
2,022 | 1,497 |
DuPont | |
Debt Instrument [Line Items] | |
2,017 | 2 |
2,018 | 1,284 |
2,019 | 1,505 |
2,020 | 3,005 |
2,021 | 1,505 |
2,022 | $ 2 |
NOTES PAYABLE, LONG-TERM DEBT97
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Notes Payable and Long-Term Debt Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Aug. 31, 2017 | Jun. 01, 2016 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of long-term debt | $ 0 | $ 32 | ||
Merger | ||||
Debt Instrument [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Notes Payable And Long Term Debt | $ 15,197 | |||
Long-Term debt | $ 9,878 | |||
DCC Transaction | ||||
Debt Instrument [Line Items] | ||||
Long-Term debt | $ 4,672 | |||
Primary beneficiary | ||||
Debt Instrument [Line Items] | ||||
Repayment of long-term debt | 60 | 72 | ||
Proceeds from issuance of long-term debt | 28 | |||
Promissory notes and debentures | 6.0% notes due 2017 | ||||
Debt Instrument [Line Items] | ||||
Principal amount redeemed | $ 436 | |||
Stated interest rate | 6.00% | |||
Promissory notes and debentures | InterNotes | ||||
Debt Instrument [Line Items] | ||||
Principal amount redeemed | $ 31 | 52 | ||
Promissory notes and debentures | 2.50% notes due 2016 | ||||
Debt Instrument [Line Items] | ||||
Principal amount redeemed | $ 349 | |||
Stated interest rate | 2.50% |
NOTES PAYABLE, LONG-TERM DEBT98
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Summary of Committed and Available Credit Facilities (Details) - USD ($) $ in Millions | May 31, 2016 | Mar. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Jan. 31, 2017 |
Line of Credit Facility [Line Items] | |||||
Committed Credit | $ 19,680 | ||||
Credit Available | $ 12,825 | ||||
Revolving Credit Facility | Five Year Competitive Advance and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Term | 5 years | ||||
Term Loan Facility | DCC Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from credit facility | $ 4,500 | ||||
Extension period | 364 days | ||||
Optional extension period | 19 months | ||||
Dow | Revolving Credit Facility | Five Year Competitive Advance and Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | $ 5,000 | ||||
Credit Available | 5,000 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 100 | ||||
Credit Available | 100 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 100 | ||||
Credit Available | 100 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 280 | ||||
Credit Available | 280 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 100 | ||||
Credit Available | 100 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 100 | ||||
Credit Available | 100 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 200 | ||||
Credit Available | 200 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 200 | ||||
Credit Available | 200 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 200 | ||||
Credit Available | 200 | ||||
Dow | Revolving Credit Facility | Bilateral Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 100 | ||||
Credit Available | 100 | ||||
Dow | Term Loan Facility | DCC Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 4,500 | ||||
Credit Available | 0 | ||||
DuPont | Receivable Repurchase Agreement | Repurchase Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 1,300 | $ 1,300 | |||
Credit Available | 0 | ||||
DuPont | Revolving Credit Facility | DuPont Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Committed Credit | 3,000 | ||||
Credit Available | 2,945 | ||||
DuPont | Term Loan Facility | DuPont Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Term | 3 years | ||||
Committed Credit | $ 4,500 | 4,500 | |||
Credit Available | $ 3,500 |
NOTES PAYABLE, LONG-TERM DEBT99
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - DuPont Term Loan (Details) $ in Millions | 1 Months Ended | ||
Oct. 31, 2017USD ($) | Mar. 31, 2016USD ($)borrowing | Sep. 30, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 19,680 | ||
Credit Available | 12,825 | ||
DuPont | Term Loan Facility | DuPont Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Term | 3 years | ||
Maximum borrowing capacity | $ 4,500 | 4,500 | |
Number of borrowings (up to seven) | borrowing | 7 | ||
Outstanding borrowings | 1,000 | ||
Credit Available | $ 3,500 | ||
DuPont | Term Loan Facility | DuPont Term Loan Facility | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Proceeds from term loan | $ 500 |
NOTES PAYABLE, LONG-TERM DEB100
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Repurchase Facility Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 19,680 | ||
Notes payable | 5,176 | $ 272 | |
DuPont | |||
Short-term Debt [Line Items] | |||
Notes payable | 4,592 | ||
Receivable Repurchase Agreement | Repurchase Facility | DuPont | |||
Short-term Debt [Line Items] | |||
Maximum borrowing capacity | $ 1,300 | 1,300 | |
Required collateral as a percentage of the outstanding borrowing amounts | 105.00% | ||
Notes receivable pledged as collateral | 1,365 | ||
Notes payable | $ 1,300 | ||
Receivable Repurchase Agreement | Repurchase Facility | LIBOR | DuPont | |||
Short-term Debt [Line Items] | |||
Basis spread on variable interest rate | 0.75% |
NOTES PAYABLE, LONG-TERM DEB101
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES - Debt Covenants and Default Provision Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | May 31, 2017 | |
Debt Instrument [Line Items] | ||
Amount at which a failure to pay results in repayment acceleration | $ 100 | |
Amount of principal to be accelerated upon default | $ 400 | |
Period to comply with final judgment before default | 60 days | |
Amount of judgment which will cause a default | $ 400 | |
Promissory notes and debentures | 2.20% Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 1,250 | |
Stated interest rate | 2.20% | |
Promissory notes and debentures | Floating Rate Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 750 | |
Revolving Credit Facility | Five Year Competitive Advance and Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Ratio of total indebtedness to total capitalization | 0.65 | |
Term | 5 years | |
Aggregate amount outstanding to trigger total indebtedness to total capitalization covenant | $ 500 | |
Revolving Credit Facility | DuPont Term Loan Facility and DuPont Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Ratio of total indebtedness to total capitalization | 0.6667 | |
Percentage of consolidated revenues threshold | 30.00% |
COMMITMENTS AND CONTINGENT L102
COMMITMENTS AND CONTINGENT LIABILITIES - Asbestos-Related Matters of Union Carbide Corporation Additional Information (Details) - Union Carbide - Asbestos-Related Matters - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Liability for asbestos-related pending and future claims | $ 1,398 | $ 1,490 |
Percentage of recorded liability related to pending claims | 15.00% | |
Percentage of recorded liability related to future claims | 85.00% |
COMMITMENTS AND CONTINGENT L103
COMMITMENTS AND CONTINGENT LIABILITIES - Urethane Matters Additional Information (Details) - USD ($) $ in Millions | Jul. 29, 2016 | Apr. 05, 2016 | Feb. 20, 2013 | Jul. 29, 2008 | Jul. 31, 2013 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Loss Contingencies [Line Items] | ||||||||
Loss on settlement | $ 332 | $ 1,235 | ||||||
Industrial Intermediates & Infrastructure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss on settlement | $ 0 | $ 1,235 | ||||||
Urethane Matters Class Action Lawsuit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Period of product purchases | 6 years | |||||||
Damages awarded | $ 835 | $ 1,060 | ||||||
Urethane Matters Class Action Lawsuit | Industrial Intermediates & Infrastructure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss on settlement | $ 835 | |||||||
Urethane Matters Opt-Out Cases | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages awarded | $ 400 | |||||||
Urethane Matters Opt-Out Cases | Industrial Intermediates & Infrastructure | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss on settlement | $ 400 | |||||||
Pending Litigation | Urethane Matters Class Action Lawsuit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Damages awarded | $ 400 |
COMMITMENTS AND CONTINGENT L104
COMMITMENTS AND CONTINGENT LIABILITIES - Bayer CropScience v. Dow AgroSciences ICC Arbitration Additional Information (Details) $ in Millions | May 26, 2017USD ($) | Oct. 09, 2015USD ($)member | Feb. 26, 2015petition | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)patent | Sep. 30, 2016USD ($) | Feb. 26, 2015petition |
Loss Contingencies [Line Items] | |||||||||
Loss on settlement | $ 332 | $ 1,235 | |||||||
Bayer CropScience arbitration matter | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss on settlement | $ 0 | $ 0 | $ 469 | $ 0 | |||||
Dow AgroSciences LLC | Bayer CropScience arbitration matter | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of petitions filed | petition | 6 | ||||||||
Number of petitions granted | petition | 6 | ||||||||
Number of arbitration tribunal members | member | 3 | ||||||||
Damages awarded | $ 455 | ||||||||
Loss on settlement | $ 469 | ||||||||
Payments for legal settlements | $ 469 | ||||||||
Number of patents allegedly infringed upon | patent | 4 |
COMMITMENTS AND CONTINGENT L105
COMMITMENTS AND CONTINGENT LIABILITIES - Rocky Flats Matter Additional Information (Details) - Rocky Flats Matter - USD ($) $ in Millions | Jan. 17, 2017 | May 18, 2016 | Dec. 31, 2005 | Sep. 30, 2017 | Jan. 26, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||||||
Settlement amount | $ 131 | |||||
Proceeds from indemnity | $ 131 | |||||
Escrow deposit | $ 0 | $ 130 | ||||
Accounts and notes receivable - Other | ||||||
Loss Contingencies [Line Items] | ||||||
Escrow deposit | $ 131 | |||||
Accrued and other current liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Escrow deposit | $ 130 | |||||
Dow and Rockwell | ||||||
Loss Contingencies [Line Items] | ||||||
Damages awarded | $ 926 | |||||
Settlement amount | $ 375 |
COMMITMENTS AND CONTINGENT L106
COMMITMENTS AND CONTINGENT LIABILITIES - Dow Corning Chapter 11 Related Matters Additional Information (Details) - USD ($) $ in Millions | Jun. 01, 2016 | Jun. 01, 2004 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | May 31, 2016 | Dec. 31, 1995 |
Dow Corning | |||||||
Product Liability Contingency [Line Items] | |||||||
Indemnification percentage | 50.00% | ||||||
Indemnification asset | $ 0 | $ 0 | |||||
Dow Corning | Until May 31, 2018 | |||||||
Product Liability Contingency [Line Items] | |||||||
Indemnified loss cap | $ 1,500 | ||||||
Dow Corning | Between May 31, 2018 and May 31, 2023 | |||||||
Product Liability Contingency [Line Items] | |||||||
Indemnified loss cap | 1,000 | ||||||
Dow Corning | After May 31, 2023 | |||||||
Product Liability Contingency [Line Items] | |||||||
Indemnified loss cap | $ 0 | ||||||
Dow Corning | Commercial Creditors Litigation | |||||||
Product Liability Contingency [Line Items] | |||||||
Payments for legal settlements | $ 1,500 | ||||||
Decrease in accrual balance | $ 33 | ||||||
Accrued interest | 77 | 108 | |||||
Dow Corning | Commercial Creditors Litigation | Minimum | |||||||
Product Liability Contingency [Line Items] | |||||||
Estimate of possible loss | 77 | ||||||
Dow Corning | Commercial Creditors Litigation | Maximum | |||||||
Product Liability Contingency [Line Items] | |||||||
Estimate of possible loss | 260 | ||||||
Dow Corning | Breast Implant and Other Products Liability Claims | |||||||
Product Liability Contingency [Line Items] | |||||||
Maximum net present value | $ 2,350 | ||||||
Discount rate | 7.00% | ||||||
Undiscounted product liability | 3,716 | ||||||
Portion available to fund the Litigation Facility | $ 400 | ||||||
Obligation period | 16 years | ||||||
Payments for product liabilities | 1,762 | ||||||
Unexpended balance | 138 | ||||||
Product liability | 263 | $ 263 | |||||
Liability maximum capped amount | $ 1,954 | ||||||
Dow Corning | |||||||
Product Liability Contingency [Line Items] | |||||||
Ownership Interest | 50.00% | 50.00% |
COMMITMENTS AND CONTINGENT L107
COMMITMENTS AND CONTINGENT LIABILITIES - PFOA (Details) - PFOA Matters $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Dec. 31, 2004USD ($)plaintiff | Sep. 30, 2017USD ($)diseaseclaim | Jan. 01, 2012USD ($)water_district | |
DuPont | ||||
Loss Contingencies [Line Items] | ||||
Total accrual balance | $ 15 | |||
Indemnification asset | $ 15 | |||
Number of human diseases which the C8 Science Panel determined a probable link exists | disease | 6 | |||
DuPont | Leach v. DuPont | ||||
Loss Contingencies [Line Items] | ||||
Number of residents | plaintiff | 80,000 | |||
Plaintiffs' attorneys' fees and expenses | $ 23 | |||
Payment to fund community health project | 70 | |||
Medical monitoring program threshold (up to $235 million) | $ 235 | |||
Escrow deposit | $ 1 | |||
Medical monitoring program escrow disbursements to date (less than $1 million) | $ 1 | |||
Number of water districts receiving water treatment | water_district | 6 | |||
DuPont | MDL | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits | claim | 3,550 | |||
Period for limited sharing of potential future PFOA liabilities | 5 years | |||
Limited sharing of potential future liabilities maximum annual threshold | $ 25 | |||
DuPont | MDL | Chemours | ||||
Loss Contingencies [Line Items] | ||||
Third party initial limited sharing of potential future liabilities threshold | 25 | |||
DuPont | Additional Obligations and Voluntary Commitments | ||||
Loss Contingencies [Line Items] | ||||
Total accrual balance | $ 15 | |||
DuPont And Chemours | MDL | ||||
Loss Contingencies [Line Items] | ||||
Settlement amount | $ 671 |
COMMITMENTS AND CONTINGENT L108
COMMITMENTS AND CONTINGENT LIABILITIES - Summary of Gain Contingency - Dow v. Nova Chemicals Corporation Patent infringement (Details) CAD in Millions, $ in Millions | Jul. 06, 2017USD ($) | Jun. 29, 2017USD ($) | Jun. 29, 2017CAD | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Gain Contingencies [Line Items] | ||||||
Gain on settlement | $ (332) | $ (1,235) | ||||
Packaging & Specialty Plastics | ||||||
Gain Contingencies [Line Items] | ||||||
Gain on settlement | 137 | $ 0 | ||||
Dow v. Nova Chemicals Corporation Patent Infringement Matter | ||||||
Gain Contingencies [Line Items] | ||||||
Settlement amount | $ 495 | CAD 645 | ||||
Proceeds from settlements | $ 501 | |||||
Estimated liability | $ 341 | |||||
Dow v. Nova Chemicals Corporation Patent Infringement Matter | Packaging & Specialty Plastics | ||||||
Gain Contingencies [Line Items] | ||||||
Gain on settlement | $ 160 | |||||
Dow v. Nova Chemicals Corporation Patent Infringement Matter | Packaging & Specialty Plastics | Sundry income (expense) - net | ||||||
Gain Contingencies [Line Items] | ||||||
Gain on settlement | 137 | |||||
Dow v. Nova Chemicals Corporation Patent Infringement Matter | Packaging & Specialty Plastics | Selling, general and administrative expenses | ||||||
Gain Contingencies [Line Items] | ||||||
Gain on settlement | $ 23 |
COMMITMENTS AND CONTINGENT L109
COMMITMENTS AND CONTINGENT LIABILITIES - Environmental Matters Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Other Environmental Matters | ||
Site Contingency [Line Items] | ||
Accrued obligations for environmental matters | $ 1,339 | $ 909 |
Other Environmental Matters | DuPont | ||
Site Contingency [Line Items] | ||
Potential exposure above the current accrual | 436 | |
Other Environmental Matters | Chemours | ||
Site Contingency [Line Items] | ||
Accrued obligations for environmental matters | 256 | |
Other Environmental Matters | Superfund sites | ||
Site Contingency [Line Items] | ||
Accrued obligations for environmental matters | $ 229 | $ 151 |
Percentage of estimated costs | 200.00% | |
Other Environmental Matters | Superfund sites | DuPont | ||
Site Contingency [Line Items] | ||
Accrued obligations for environmental matters | $ 54 | |
Indemnification agreement | Chemours | DuPont | ||
Site Contingency [Line Items] | ||
Indemnification asset | $ 256 |
COMMITMENTS AND CONTINGENT L110
COMMITMENTS AND CONTINGENT LIABILITIES - Separation of DuPont's Performance Chemicals Segment (Details) $ in Millions | Sep. 30, 2017USD ($) |
Accounts and notes receivable - Other | |
Loss Contingencies [Line Items] | |
Indemnification asset | $ 96 |
Noncurrent receivables | |
Loss Contingencies [Line Items] | |
Indemnification asset | $ 342 |
COMMITMENTS AND CONTINGENT L111
COMMITMENTS AND CONTINGENT LIABILITIES - Summary of Guarantees (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | $ 6,136 | $ 6,043 |
Recorded Liability | 195 | 220 |
Long-term debt | $ 31,725 | 21,091 |
Sadara | ||
Guarantor Obligations [Line Items] | ||
Ownership Interest | 35.00% | |
Dow | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | $ 5,813 | 6,043 |
Recorded Liability | 195 | 220 |
DuPont | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | 323 | |
Recorded Liability | 0 | |
Sadara | Total Project Financing | ||
Guarantor Obligations [Line Items] | ||
Principal amount | 12,500 | |
Long-term debt | 12,400 | 12,400 |
Guarantees | Sadara | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | $ 4,400 | |
Guarantees | Minimum | ||
Guarantor Obligations [Line Items] | ||
Expiration period | 1 year | |
Guarantees | Maximum | ||
Guarantor Obligations [Line Items] | ||
Expiration period | 5 years | |
Guarantees | Dow | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | $ 4,773 | 5,096 |
Recorded Liability | 59 | 86 |
Guarantees | DuPont | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | 286 | |
Recorded Liability | 0 | |
Residual value guarantees | Dow | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | 1,040 | 947 |
Recorded Liability | 136 | $ 134 |
Residual value guarantees | DuPont | ||
Guarantor Obligations [Line Items] | ||
Maximum Future Payments | 37 | |
Recorded Liability | $ 0 | |
Trade financing transactions | Latin America | ||
Guarantor Obligations [Line Items] | ||
Expiration period | 1 year |
COMMITMENTS AND CONTINGENT L112
COMMITMENTS AND CONTINGENT LIABILITIES - Summary of Operating Leases and Minimum Lease Commitments (Details) $ in Millions | Sep. 30, 2017USD ($) |
Minimum Lease Commitments | |
2,017 | $ 153 |
2,018 | 550 |
2,019 | 476 |
2,020 | 397 |
2,021 | 334 |
2022 and thereafter | 1,266 |
Total | 3,176 |
Dow | |
Minimum Lease Commitments | |
2,017 | 88 |
2,018 | 328 |
2,019 | 288 |
2,020 | 254 |
2,021 | 224 |
2022 and thereafter | 1,102 |
Total | 2,284 |
DuPont | |
Minimum Lease Commitments | |
2,017 | 65 |
2,018 | 222 |
2,019 | 188 |
2,020 | 143 |
2,021 | 110 |
2022 and thereafter | 164 |
Total | $ 892 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Cumulative Convertible Perpetual Preferred Stock, Series A (Details) $ / shares in Units, $ in Millions | Dec. 30, 2016shares | Dec. 15, 2016USD ($)$ / shares | Sep. 30, 2017day$ / shares | Jan. 06, 2017shares | Apr. 01, 2009USD ($)shares |
Class of Stock [Line Items] | |||||
Number of trading days | day | 20 | ||||
Number of consecutive days | 30 days | ||||
Price per share (in dollars per share) | $ / shares | $ 58.35 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock issued from treasury stock (in shares) | 96,800,000 | ||||
Dow Series A | Berkshire Hathaway Inc. | |||||
Class of Stock [Line Items] | |||||
Preferred stock issued | $ | $ 3,000 | ||||
Preferred stock issued (in shares) | 3,000,000 | ||||
Dow Series A | Kuwait Investment Authority | |||||
Class of Stock [Line Items] | |||||
Preferred stock issued | $ | $ 1,000 | ||||
Preferred stock issued (in shares) | 1,000,000 | ||||
DowDuPont Series A | |||||
Class of Stock [Line Items] | |||||
Initial conversion rate (in shares) | 24.201 | ||||
Preferred stock outstanding (in shares) | 4,000,000 | 0 | |||
Preferred stock par value (in dollars per share) | $ / shares | $ 1 | ||||
Cumulative dividend rate | 8.50% | ||||
Preferred stock dividends | $ | $ 85 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of preferred stock stock price trigger threshold (in dollars per share) | $ / shares | $ 53.72 |
STOCKHOLDERS' EQUITY - Summa114
STOCKHOLDERS' EQUITY - Summary of Common Stock (Details) - $ / shares | Aug. 31, 2017 | Sep. 30, 2017 | Aug. 30, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 2.50 | |
Common stock authorized (in shares) | 5,000,000,000 | 5,000,000,000 | 1,500,000,000 | |
Common stock issued (in shares) | 2,339,396,931 | 1,242,794,836 | ||
Dow | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 2.50 | |||
Common stock authorized (in shares) | 1,500,000,000 | |||
Common stock issued (in shares) | 1,225,328,000 | 1,225,328,000 | ||
DuPont | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.30 | |||
Common stock authorized (in shares) | 1,800,000,000 | |||
Common stock issued (in shares) | 1,113,209,000 | 868,338,000 | ||
Common Stock | Merger | ||||
Class of Stock [Line Items] | ||||
Common stock, conversion ratio (in shares) | 1.2820 |
STOCKHOLDERS' EQUITY - Dividend
STOCKHOLDERS' EQUITY - Dividends (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||
Dividends declared | $ 1,673 | $ 1,531 |
Dividends paid to common stockholders | 1,947 | $ 1,782 |
Dow | ||
Class of Stock [Line Items] | ||
Dividends paid to common stockholders | 1,621 | |
DuPont | ||
Class of Stock [Line Items] | ||
Dividends paid to common stockholders | $ 326 |
STOCKHOLDERS' EQUITY - Summa116
STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 27,229 | $ 26,183 | ||
Other comprehensive income (loss) before reclassifications | 253 | 342 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 202 | 644 | ||
Total other comprehensive income (loss) | $ (293) | $ 164 | 455 | 986 |
Ending balance | 104,534 | 30,349 | 104,534 | 30,349 |
Tax benefit from income taxes related to other comprehensive income items | 24 | 70 | 170 | 185 |
Unrealized Gains on Investments | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 43 | 47 | ||
Other comprehensive income (loss) before reclassifications | 50 | 63 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (93) | (21) | ||
Total other comprehensive income (loss) | (43) | 42 | ||
Ending balance | 0 | 89 | 0 | 89 |
Tax benefit from income taxes related to other comprehensive income items | (28) | 5 | (24) | 23 |
Cumulative translation adjustments | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (2,381) | (1,737) | ||
Other comprehensive income (loss) before reclassifications | 255 | 329 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (8) | (4) | ||
Total other comprehensive income (loss) | 247 | 325 | ||
Ending balance | (2,134) | (1,412) | (2,134) | (1,412) |
Tax benefit from income taxes related to other comprehensive income items | 23 | 9 | 49 | 33 |
Pension and other postretirement benefit plans | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (7,389) | (6,769) | ||
Other comprehensive income (loss) before reclassifications | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 308 | 640 | ||
Total other comprehensive income (loss) | 308 | 640 | ||
Ending balance | (7,081) | (6,129) | (7,081) | (6,129) |
Tax benefit from income taxes related to other comprehensive income items | 48 | 46 | 143 | 136 |
Derivative Instruments | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (95) | (208) | ||
Other comprehensive income (loss) before reclassifications | (52) | (50) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (5) | 29 | ||
Total other comprehensive income (loss) | (57) | (21) | ||
Ending balance | (152) | (229) | (152) | (229) |
Tax benefit from income taxes related to other comprehensive income items | (19) | 10 | 2 | (7) |
Accumulated Other Comprehensive Loss | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (9,822) | (8,667) | ||
Total other comprehensive income (loss) | 455 | 986 | ||
Ending balance | $ (9,367) | $ (7,681) | $ (9,367) | $ (7,681) |
STOCKHOLDERS' EQUITY - Summa117
STOCKHOLDERS' EQUITY - Summary of Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sundry income (expense) - net | $ 361 | $ 22 | $ 237 | $ 1,369 |
Cost of sales | 12,170 | 9,840 | 33,130 | 27,066 |
Tax expense (benefit) | 571 | 271 | 1,239 | 291 |
Income from continuing operations, net of tax | 554 | 818 | 2,828 | 4,320 |
Total reclassifications for the period (net of tax) | (202) | (644) | ||
Net unrealized and realized gains (losses) on investments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period (net of tax) | 93 | 21 | ||
Cumulative translation adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period (net of tax) | 8 | 4 | ||
Amortization of pension and other postretirement plans | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period (net of tax) | (308) | (640) | ||
Net gains (losses) on cash flow hedging derivative instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period (net of tax) | 5 | (29) | ||
Reclassification out of Accumulated Other Comprehensive Loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period (net of tax) | 51 | 86 | 202 | 644 |
Reclassification out of Accumulated Other Comprehensive Loss | DCC Transaction | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sundry income (expense) - net | 360 | |||
Tax expense (benefit) | 0 | |||
Reclassification out of Accumulated Other Comprehensive Loss | Net unrealized and realized gains (losses) on investments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | (96) | (10) | (143) | (32) |
Tax benefit | 33 | 3 | 50 | 11 |
Total reclassifications for the period (net of tax) | (63) | (7) | (93) | (21) |
Reclassification out of Accumulated Other Comprehensive Loss | Cumulative translation adjustments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sundry income (expense) - net | (2) | 0 | (8) | (4) |
Reclassification out of Accumulated Other Comprehensive Loss | Amortization of pension and other postretirement plans | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | 153 | 139 | 451 | 776 |
Tax benefit | (48) | (46) | (143) | (136) |
Total reclassifications for the period (net of tax) | 105 | 93 | 308 | 640 |
Reclassification out of Accumulated Other Comprehensive Loss | Net gains (losses) on cash flow hedging derivative instruments | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of sales | 14 | (3) | (1) | 35 |
Tax expense (benefit) | (3) | 3 | (4) | (6) |
Income from continuing operations, net of tax | $ 11 | $ 0 | $ (5) | $ 29 |
NONCONTROLLING INTERESTS - Summ
NONCONTROLLING INTERESTS - Summary of Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Balance at beginning of period | $ 1,168 | $ 1,298 | $ 1,242 | $ 809 |
Net income attributable to noncontrolling interests | 20 | 14 | 85 | 54 |
Distributions to noncontrolling interests | (7) | (19) | (55) | (71) |
Deconsolidation of noncontrolling interests | 0 | 0 | (119) | 0 |
Cumulative translation adjustments | 5 | 21 | 33 | 48 |
Other | 1 | 0 | 1 | 1 |
Balance at end of period | 1,588 | 1,314 | 1,588 | 1,314 |
Dividends paid to joint ventures | 0 | 0 | 3 | 14 |
DCC Transaction | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Acquisition of noncontrolling interests | 0 | 0 | 0 | 473 |
Merger | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Acquisition of noncontrolling interests | $ 401 | $ 0 | $ 401 | $ 0 |
NONCONTROLLING INTERESTS - S119
NONCONTROLLING INTERESTS - Summary of Preferred Stock (Details) - DuPont | Sep. 30, 2017USD ($)$ / sharesshares |
Noncontrolling Interest [Line Items] | |
Preferred stock shares authorized (in shares) | 23,000,000 |
$4.50 Series, callable at $120 | |
Noncontrolling Interest [Line Items] | |
Preferred stock issued (in shares) | 1,673,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 4.50 |
Preferred stock callable price | $ | $ 120 |
$3.50 Series, callable at $102 | |
Noncontrolling Interest [Line Items] | |
Preferred stock issued (in shares) | 700,000 |
Preferred stock par value (in dollars per share) | $ / shares | $ 3.50 |
Preferred stock callable price | $ | $ 102 |
PENSION PLANS AND OTHER POST120
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Summary of Plans Assets and Obligations (Details) - DuPont $ in Millions | Aug. 31, 2017USD ($) |
Defined Benefit Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets | $ 20,395 |
Projected benefit obligations | 26,072 |
Net liability assumed | (5,677) |
Other Postretirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Fair value of plan assets | 0 |
Projected benefit obligations | 2,772 |
Net liability assumed | $ (2,772) |
PENSION PLANS AND OTHER POST121
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Summary of Balance Sheet Classification (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Aug. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued and other current liabilities | $ (1,490) | $ (364) | |
Pension and other postretirement benefits - noncurrent | $ (18,413) | $ (11,375) | |
DuPont | Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred charges and other assets | $ 9 | ||
Accrued and other current liabilities | (83) | ||
Liabilities held for sale | (8) | ||
Pension and other postretirement benefits - noncurrent | (5,595) | ||
Net liability assumed | (5,677) | ||
DuPont | Other Postretirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred charges and other assets | 0 | ||
Accrued and other current liabilities | (275) | ||
Liabilities held for sale | 0 | ||
Pension and other postretirement benefits - noncurrent | (2,497) | ||
Net liability assumed | $ (2,772) |
PENSION PLANS AND OTHER POST122
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Assumptions Used to Determine Benefit Obligations (Details) - United States - DuPont | Aug. 31, 2017 |
Defined Benefit Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.42% |
Rate of compensation increase | 3.80% |
Other Postretirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Discount rate | 3.62% |
Rate of compensation increase | 0.00% |
Health care cost trend rate assumed for next year | 7.00% |
Rate to which the cost trend rate is assumed to decline (the ultimate health care trend rate) | 5.00% |
Year that the rate reached the ultimate health care cost trend rate | 2,023 |
PENSION PLANS AND OTHER POST123
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Summary of Net Periodic Benefit Costs for All Significant Plans (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Pension Plans | |||||
Net Periodic Benefit Costs: | |||||
Service cost | $ 139 | $ 122 | $ 390 | $ 337 | |
Interest cost | 283 | 222 | 722 | 626 | |
Expected return on plan assets | (490) | (376) | (1,258) | (1,074) | |
Amortization of prior service benefit | (6) | (6) | (18) | (18) | |
Amortization of net loss (gain) | 161 | 147 | 476 | 441 | |
Curtailment/settlement | 0 | 0 | (6) | 0 | |
Net periodic benefit cost - total | 87 | 109 | 306 | 312 | |
Defined Benefit Pension Plans | DuPont | |||||
Net Periodic Benefit Costs: | |||||
Net periodic benefit cost - total | $ (28) | ||||
Other Postretirement Benefit Plans | |||||
Net Periodic Benefit Costs: | |||||
Service cost | 4 | 3 | 10 | 9 | |
Interest cost | 20 | 14 | 47 | 38 | |
Amortization of prior service benefit | 0 | (1) | 0 | (2) | |
Amortization of net loss (gain) | (2) | (1) | (5) | (5) | |
Net periodic benefit cost - total | $ 22 | $ 15 | $ 52 | $ 40 | |
Other Postretirement Benefit Plans | DuPont | |||||
Net Periodic Benefit Costs: | |||||
Net periodic benefit cost - total | $ 7 |
PENSION PLANS AND OTHER POST124
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Additional Information (Details) - USD ($) $ in Millions | Oct. 06, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Decrease to pension and other postretirement benefits - noncurrent | $ (18,413) | $ (18,413) | $ (11,375) | |||
Increase to accrued and other current liabilities | 7,849 | 7,849 | $ 4,481 | |||
Subsequent Event | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Initial payment to fund annuity | $ 410 | |||||
Restatement Adjustment | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Decrease to pension and other postretirement benefits - noncurrent | 793 | 793 | ||||
Increase to accrued and other current liabilities | 793 | 793 | ||||
Dow | Defined Benefit Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Company contributions | 440 | |||||
Expected company contributions in the remainder of the year | 80 | 80 | ||||
Dow | Defined Benefit Pension Plans | Nonqualified Plan | United States | Scenario, Forecast | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Payment of plan obligations upon change in control | $ 900 | |||||
Settlement charge upon change in control | $ 450 | |||||
DuPont | Defined Benefit Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Company contributions | 19 | |||||
Expected company contributions in the remainder of the year | $ 50 | $ 50 | ||||
Decrease to pension and other postretirement benefits - noncurrent | $ (5,595) |
STOCK-BASED COMPENSATION STOCK-
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation (Details) - Merger $ in Millions | Aug. 31, 2017USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of equity awards issued and converted but not yet awarded | $ 629 |
Equity instruments converted but not yet earned | $ 144 |
Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity award conversion ratio (in shares) | shares | 1.2820 |
Fair value of equity awards converted | $ 74,195 |
Equity Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of equity awards converted | $ 485 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summery of Dow Awards (Details) $ / shares in Units, shares in Thousands, employee in Thousands, $ in Millions | Feb. 09, 2012 | Sep. 30, 2017USD ($) | Jun. 30, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | Sep. 30, 2017USD ($)employeeshares |
Dow 2012 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted (in shares) | shares | 2,200 | ||||
Weighted-average exercise price per share of options granted (in dollars per share) | $ 61.19 | ||||
Dow 2012 Stock Incentive Plan | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term | 10 years | ||||
Weighted-average fair value per share of options granted (in dollars per share) | $ 14.44 | ||||
Dow 2012 Stock Incentive Plan | Stock options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Dow 2012 Stock Incentive Plan | Stock options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Dow 2012 Stock Incentive Plan | Deferred Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | shares | 1,600 | 1,702 | |||
Weighted-average fair value per share granted (in dollars per share) | $ 61.13 | ||||
Total incremental compensation expense | $ | $ 25 | ||||
Recognized compensation expense | $ | $ 15 | ||||
Compensation expense to be recognized over the remaining service period | $ | $ 10 | ||||
Number of employees impacted by the conversion | employee | 5 | ||||
Dow 2012 Stock Incentive Plan | Deferred Stock | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Dow 2012 Stock Incentive Plan | Deferred Stock | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Dow 2012 Stock Incentive Plan | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | shares | 33 | ||||
Weighted-average fair value per share granted (in dollars per share) | $ 62.04 | ||||
Dow 2012 Stock Incentive Plan | Restricted Stock | Non-Employee Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Duration of the program | 10 years | ||||
Dow 2012 Stock Incentive Plan | Performance Deferred Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | shares | 1,700 | 1,728 | |||
Weighted-average fair value per share granted (in dollars per share) | $ 81.99 | ||||
Dow 2012 ESPP | Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of employee salary permitted to purchase shares under plan (up to 10%) | 10.00% | ||||
Percentage of discount from fair market value (at least 85%) | 85.00% | ||||
Number of rights to purchase granted (in shares) | shares | 3,600 | ||||
Weighted-average exercise price per share of purchase rights granted (in dollars per share) | $ 50.22 | ||||
Weighted-average fair value per share of purchase rights granted (in dollars per share) | $ 10.70 |
STOCK-BASED COMPENSATION - S127
STOCK-BASED COMPENSATION - Summary of Performance Deferred Stock (Details) - Dow 2012 Stock Incentive Plan - Performance Deferred Stock - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
Shares Granted | ||
Nonvested at Jan 1, 2017 | 4,454 | 4,454 |
Granted | 1,700 | 1,728 |
Canceled | (131) | |
Impact of actual performance on shares granted through Conversion Date | 2,120 | |
Converted to deferred stock awards | (8,171) | |
Nonvested at Sep 30, 2017 | 0 |
STOCK-BASED COMPENSATION - S128
STOCK-BASED COMPENSATION - Summary of Deferred Stock (Details) - Dow 2012 Stock Incentive Plan - Deferred Stock - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
Shares Granted | ||
Nonvested at Jan 1, 2017 | 6,382 | 6,382 |
Granted | 1,600 | 1,702 |
Vested | (2,180) | |
Canceled | (124) | |
Conversion of performance deferred stock awards at Conversion Date | 8,171 | |
Nonvested at Sep 30, 2017 | 13,951 |
STOCK-BASED COMPENSATION - S129
STOCK-BASED COMPENSATION - Summary of DuPont Awards (Details) - USD ($) $ in Millions | Aug. 31, 2017 | Sep. 30, 2017 |
Common Stock | Merger | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity award conversion ratio (in shares) | 1.2820 | |
DuPont EIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 110,000,000 | |
Shares issued count against maximum shares reserved conversion threshold (in shares) | 30,000,000 | |
Shares issued count against maximum shares reserved conversion ratio (in shares) | 4.5 | |
Shares issued count against maximum shares reserved conversion ratio (in shares) | 1 | |
Compensation costs not yet recognized, options | $ 24 | |
DuPont EIP | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Service period | 6 months | |
Compensation not yet recognized, period of recognition | 1 year 292 days | |
DuPont EIP | Stock options | Grants Between 2009 And 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum term | 7 years | |
DuPont EIP | Stock options | Grants In 2016 And 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum term | 10 years | |
DuPont EIP | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Service period | 6 months | |
DuPont EIP | Restricted Stock Units | Senior Management Employees | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years | |
DuPont EIP | Restricted Stock Units | Senior Management Employees | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
DuPont EIP | Performance Deferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation not yet recognized, other than options | $ 110 | |
Compensation not yet recognized, period of recognition | 1 year 332 days | |
DuPont EIP | Performance Deferred Stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Actual awards granted as a percentage of performance target | 0.00% | |
DuPont EIP | Performance Deferred Stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Actual awards granted as a percentage of performance target | 200.00% |
FINANCIAL INSTRUMENTS - Summary
FINANCIAL INSTRUMENTS - Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Total debt securities, cost | $ 1,227 | $ 1,230 |
Debt securities, gain | 46 | 40 |
Debt securities, loss | (10) | (17) |
Debt securities, fair value | 1,263 | 1,253 |
Equity securities, cost | 169 | 658 |
Equity securities, gain | 3 | 98 |
Equity securities, loss | (27) | (50) |
Equity securities, fair value | 145 | 706 |
Total other investments, Total | 1,396 | 1,888 |
Total other investments, Gain | 49 | 138 |
Total other investments, Loss | (37) | (67) |
Total investments, Fair Value | 1,408 | 1,959 |
Long-term debt including debt due within one year | (31,725) | (21,091) |
Long-term debt including debt due within one year, Gain | 49 | 129 |
Long-term debt including debt due within one year, Loss | (2,178) | (1,845) |
Long-term debt including debt due within one year, Fair Value | (33,854) | (22,807) |
Fair value adjustment | 541 | 18 |
Interest rates | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Derivatives, Gain | 0 | 0 |
Derivatives, Loss | (4) | (5) |
Derivatives, Fair Value | (4) | (5) |
Commodities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Derivatives, Gain | 124 | 56 |
Derivatives, Loss | (277) | (213) |
Derivatives, Fair Value | (153) | (157) |
Foreign currency contracts | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Derivatives, Gain | 68 | 84 |
Derivatives, Loss | (164) | (30) |
Derivatives, Fair Value | (96) | 54 |
U.S. government and municipalities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total debt securities, cost | 597 | 607 |
Debt securities, gain | 14 | 13 |
Debt securities, loss | (8) | (12) |
Debt securities, fair value | 603 | 608 |
Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Total debt securities, cost | 630 | 623 |
Debt securities, gain | 32 | 27 |
Debt securities, loss | (2) | (5) |
Debt securities, fair value | $ 660 | $ 645 |
FINANCIAL INSTRUMENTS - Summ131
FINANCIAL INSTRUMENTS - Summary of Investments (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |||
Proceeds from sales of available-for-sale securities | $ 1,047 | $ 418 | |
Gross realized gains | 153 | 34 | |
Gross realized losses | (10) | $ (2) | |
Amortized Cost | |||
Within one year | 6 | ||
One to five years | 321 | ||
Six to ten years | 654 | ||
After ten years | 246 | ||
Total debt securities, cost | 1,227 | $ 1,230 | |
Fair Value | |||
Within one year | 6 | ||
One to five years | 330 | ||
Six to ten years | 661 | ||
After ten years | 266 | ||
Total | $ 1,263 | $ 1,253 |
FINANCIAL INSTRUMENTS - Investm
FINANCIAL INSTRUMENTS - Investments Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2017 | Nov. 06, 2017 | Dec. 31, 2016 | |
Schedule of Held-to-maturity Securities [Line Items] | ||||
Investments in money market funds | $ 1,457,000,000 | $ 239,000,000 | ||
Cost method investments | 157,000,000 | 120,000,000 | ||
Other than temporary impairment on cost method investments | $ 4,000,000 | 0 | ||
Securities for Reverse Repurchase Agreements | 0 | 0 | ||
Subsequent Event | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Securities for Reverse Repurchase Agreements | $ 120,000,000 | |||
Cash Equivalents | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Held-to-maturity securities | 6,490,000,000 | $ 3,934,000,000 | ||
Marketable Securities and Investments Held at Cost | ||||
Schedule of Held-to-maturity Securities [Line Items] | ||||
Held-to-maturity securities | $ 1,826,000,000 |
FINANCIAL INSTRUMENTS - Summ133
FINANCIAL INSTRUMENTS - Summary of Notional Amounts (Details) lb in Millions, bu in Millions, bbl in Millions, BTU in Millions, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017USD ($)BTUktlbbblbu | Dec. 31, 2016USD ($)BTUktlbbblbu | |
Derivatives designated as hedging instruments | Interest rates | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amounts | $ | $ 218 | $ 245 |
Derivatives designated as hedging instruments | Foreign currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amounts | $ | $ 8,510 | $ 4,053 |
Derivatives designated as hedging instruments | Corn | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | bu | 3.3 | 0.4 |
Derivatives designated as hedging instruments | Crude Oil | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | 4.9 | 0.6 |
Derivatives designated as hedging instruments | Ethane | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | 10.8 | 3.6 |
Derivatives designated as hedging instruments | Natural Gas | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, energy | BTU | 389.4 | 78.6 |
Derivatives designated as hedging instruments | Propane | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | 5.4 | 1.5 |
Derivatives designated as hedging instruments | Soybeans | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | bu | 2.1 | 0 |
Derivatives not designated as hedging instruments | Foreign currency contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amounts | $ | $ 37,667 | $ 12,388 |
Derivatives not designated as hedging instruments | Ethane | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | 2.9 | 2.6 |
Derivatives not designated as hedging instruments | Gasoline | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, mass | kt | 0 | 30 |
Derivatives not designated as hedging instruments | Naptha Price Spread | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, mass | kt | 30 | 50 |
Derivatives not designated as hedging instruments | Natural Gas | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, energy | BTU | 3.8 | 0 |
Derivatives not designated as hedging instruments | Propane | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | 2.9 | 2.7 |
Derivatives not designated as hedging instruments | Soybeans | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, volume | bu | 0.5 | 0 |
Derivatives not designated as hedging instruments | Soybean Oil | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, mass | lb | 3.3 | 0 |
Derivatives not designated as hedging instruments | Soybean Meal | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount, mass | kt | 4.8 | 0 |
FINANCIAL INSTRUMENTS - Summ134
FINANCIAL INSTRUMENTS - Summary of Derivatives Designated in Hedging Relationships (Details) - USD ($) $ in Millions | Nov. 06, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Interest rate loss to be reclassified to income within the next 12 months | $ 2 | ||
Commodity contract loss to be reclassified to income within the next 12 months | 18 | ||
Foreign currency loss to be reclassified to income within the next 12 months | 22 | ||
Derivatives designated as hedging instruments | Interest rates | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amounts | 218 | $ 245 | |
Derivatives designated as hedging instruments | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amounts | 8,510 | 4,053 | |
Derivatives designated as hedging instruments | Cash Flow Hedges | Interest rates | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | (2) | (4) | |
Derivatives designated as hedging instruments | Cash Flow Hedges | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net gain (loss) included in AOCL | (24) | 22 | |
Derivatives designated as hedging instruments | Cash Flow Hedges | Commodities | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net gain (loss) included in AOCL | (102) | (99) | |
Derivatives designated as hedging instruments | Fair Value Hedges | Interest rates | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | 5 | ||
Derivatives designated as hedging instruments | Fair Value Hedges | Interest rates | Subsequent Event | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Notional amounts | $ 770 | ||
Derivatives designated as hedging instruments | Net Investment Hedging | Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives | (69) | 1 | |
Outstanding foreign-currency denominated debt | $ 178 | $ 172 |
FINANCIAL INSTRUMENTS - Summ135
FINANCIAL INSTRUMENTS - Summary of Fair Value of Derivative Instruments Using Level 2 Inputs (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 429 | $ 270 |
Counterparty and Cash Collateral Netting, Assets | (237) | (130) |
Net Asset Included in Balance Sheet | 192 | 140 |
Derivative liabilities | 684 | 378 |
Counterparty and Cash Collateral Netting, Liabilities | (239) | (130) |
Net Liability Included in Balance Sheet | 445 | 248 |
Cash collateral (less than $1 million at December 31, 2016) | 6 | 1 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 122 | 142 |
Counterparty and Cash Collateral Netting, Assets | (68) | (64) |
Net Asset Included in Balance Sheet | 54 | 78 |
Derivative liabilities | 361 | 288 |
Counterparty and Cash Collateral Netting, Liabilities | (72) | (64) |
Net Liability Included in Balance Sheet | 289 | 224 |
Derivatives designated as hedging instruments | Interest rates | Accrued and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | 3 |
Counterparty and Cash Collateral Netting, Liabilities | 0 | 0 |
Net Liability Included in Balance Sheet | 2 | 3 |
Derivatives designated as hedging instruments | Interest rates | Other noncurrent obligations | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | 2 |
Counterparty and Cash Collateral Netting, Liabilities | 0 | 0 |
Net Liability Included in Balance Sheet | 2 | 2 |
Derivatives designated as hedging instruments | Foreign currency contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 63 | 90 |
Counterparty and Cash Collateral Netting, Assets | (57) | (47) |
Net Asset Included in Balance Sheet | 6 | 43 |
Derivatives designated as hedging instruments | Foreign currency contracts | Accrued and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 129 | 55 |
Counterparty and Cash Collateral Netting, Liabilities | (57) | (47) |
Net Liability Included in Balance Sheet | 72 | 8 |
Derivatives designated as hedging instruments | Commodities | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 24 | 42 |
Counterparty and Cash Collateral Netting, Assets | (6) | (14) |
Net Asset Included in Balance Sheet | 18 | 28 |
Derivatives designated as hedging instruments | Commodities | Deferred charges and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 35 | 10 |
Counterparty and Cash Collateral Netting, Assets | (5) | (3) |
Net Asset Included in Balance Sheet | 30 | 7 |
Derivatives designated as hedging instruments | Commodities | Accrued and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 71 | 32 |
Counterparty and Cash Collateral Netting, Liabilities | (9) | (14) |
Net Liability Included in Balance Sheet | 62 | 18 |
Derivatives designated as hedging instruments | Commodities | Other noncurrent obligations | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 157 | 196 |
Counterparty and Cash Collateral Netting, Liabilities | (6) | (3) |
Net Liability Included in Balance Sheet | 151 | 193 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 307 | 128 |
Counterparty and Cash Collateral Netting, Assets | (169) | (66) |
Net Asset Included in Balance Sheet | 138 | 62 |
Derivative liabilities | 323 | 90 |
Counterparty and Cash Collateral Netting, Liabilities | (167) | (66) |
Net Liability Included in Balance Sheet | 156 | 24 |
Derivatives not designated as hedging instruments | Foreign currency contracts | Accounts and notes receivable - Other | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 103 | |
Counterparty and Cash Collateral Netting, Assets | (62) | |
Net Asset Included in Balance Sheet | 41 | |
Derivatives not designated as hedging instruments | Foreign currency contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 226 | |
Counterparty and Cash Collateral Netting, Assets | (164) | |
Net Asset Included in Balance Sheet | 62 | |
Derivatives not designated as hedging instruments | Foreign currency contracts | Accrued and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 255 | 84 |
Counterparty and Cash Collateral Netting, Liabilities | (163) | (62) |
Net Liability Included in Balance Sheet | 92 | 22 |
Derivatives not designated as hedging instruments | Commodities | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 70 | 13 |
Counterparty and Cash Collateral Netting, Assets | (3) | (2) |
Net Asset Included in Balance Sheet | 67 | 11 |
Derivatives not designated as hedging instruments | Commodities | Deferred charges and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 11 | 12 |
Counterparty and Cash Collateral Netting, Assets | (2) | (2) |
Net Asset Included in Balance Sheet | 9 | 10 |
Derivatives not designated as hedging instruments | Commodities | Accrued and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 66 | 4 |
Counterparty and Cash Collateral Netting, Liabilities | (2) | (2) |
Net Liability Included in Balance Sheet | 64 | 2 |
Derivatives not designated as hedging instruments | Commodities | Other noncurrent obligations | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 2 | 2 |
Counterparty and Cash Collateral Netting, Liabilities | (2) | (2) |
Net Liability Included in Balance Sheet | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS - Summ136
FINANCIAL INSTRUMENTS - Summary of Effect of Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | $ (3) | $ (20) | $ (108) | $ (3) |
Amount of gain (loss) recognized in income | 4 | (22) | (154) | (97) |
Derivatives designated as hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | (3) | (20) | (108) | (3) |
Gain (loss) on hedging activity | (9) | 3 | 6 | (32) |
Derivatives designated as hedging instruments | Interest rates | Interest expense and amortization of debt discount | Fair Value Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on hedging activity | 2 | 0 | 5 | 0 |
Change in the gain (loss) recognized in income | 0 | 0 | ||
Derivatives designated as hedging instruments | Interest rates | Interest expense and amortization of debt discount | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | 1 | 1 | 5 | 1 |
Gain (loss) on hedging activity | 1 | 1 | 3 | 3 |
Derivatives designated as hedging instruments | Foreign currency contracts | Net Investment Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | (30) | 0 | (65) | 0 |
Gain (loss) on hedging activity | 0 | 0 | 0 | 0 |
Derivatives designated as hedging instruments | Foreign currency contracts | Cost of sales | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | (7) | (1) | (27) | (11) |
Gain (loss) on hedging activity | (2) | (4) | 13 | (3) |
Derivatives designated as hedging instruments | Foreign currency contracts | Sundry income (expense) - net | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | (7) | 0 | (21) | 0 |
Gain (loss) on hedging activity | (5) | (1) | (14) | 0 |
Derivatives designated as hedging instruments | Commodities | Cost of sales | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in OCI (Effective portion) | 40 | (20) | 0 | 7 |
Gain (loss) on hedging activity | (5) | 7 | (1) | (32) |
Derivatives not designated as hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on instruments not designated as hedging | 13 | (25) | (160) | (65) |
Derivatives not designated as hedging instruments | Foreign currency contracts | Sundry income (expense) - net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on instruments not designated as hedging | (6) | (21) | (165) | (53) |
Derivatives not designated as hedging instruments | Commodities | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on instruments not designated as hedging | $ 19 | $ (4) | $ 5 | $ (12) |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Recurring Measured Fair Values (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Assets, Fair Value Disclosure [Abstract] | ||
Interests in trade accounts receivable conduits | $ 1,839 | $ 1,237 |
Equity securities | 145 | 706 |
Debt securities | 1,263 | 1,253 |
Derivative assets | 429 | 270 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Long-term debt | 33,854 | 22,807 |
Derivative liabilities | 684 | 378 |
U.S. government and municipalities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 603 | 608 |
Corporate bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 660 | 645 |
Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 7,947 | 4,173 |
Marketable securities | 1,826 | |
Interests in trade accounts receivable conduits | 1,839 | 1,237 |
Equity securities | 145 | 706 |
Total assets at fair value | 13,374 | 7,639 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Long-term debt | 33,854 | 22,807 |
Total liabilities at fair value | 34,463 | 23,185 |
Recurring | Interest rates | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 4 | 5 |
Recurring | Commodities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 140 | 77 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 296 | 234 |
Recurring | Foreign currency | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 214 | 193 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 309 | 139 |
Recurring | U.S. government and municipalities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 603 | 608 |
Recurring | Corporate bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 660 | 645 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | |
Interests in trade accounts receivable conduits | 0 | 0 |
Equity securities | 94 | 619 |
Total assets at fair value | 135 | 667 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Long-term debt | 0 | 0 |
Total liabilities at fair value | 22 | 20 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | Interest rates | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | Commodities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 41 | 48 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 22 | 20 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | Foreign currency | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | U.S. government and municipalities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Items (Level 1) | Corporate bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 7,947 | 4,173 |
Marketable securities | 1,826 | |
Interests in trade accounts receivable conduits | 0 | 0 |
Equity securities | 51 | 87 |
Total assets at fair value | 11,400 | 5,735 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Long-term debt | 33,854 | 22,807 |
Total liabilities at fair value | 34,441 | 23,165 |
Recurring | Significant Other Observable Inputs (Level 2) | Interest rates | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 4 | 5 |
Recurring | Significant Other Observable Inputs (Level 2) | Commodities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 99 | 29 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 274 | 214 |
Recurring | Significant Other Observable Inputs (Level 2) | Foreign currency | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 214 | 193 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 309 | 139 |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. government and municipalities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 603 | 608 |
Recurring | Significant Other Observable Inputs (Level 2) | Corporate bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 660 | 645 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash equivalents | 0 | 0 |
Marketable securities | 0 | |
Interests in trade accounts receivable conduits | 1,839 | 1,237 |
Equity securities | 0 | 0 |
Total assets at fair value | 1,839 | 1,237 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Long-term debt | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Interest rates | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Commodities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Foreign currency | ||
Assets, Fair Value Disclosure [Abstract] | ||
Derivative assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | U.S. government and municipalities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Corporate bonds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Su138
FAIR VALUE MEASUREMENTS - Summary of Level 3 Inputs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 1,684 | $ 1,149 | $ 1,237 | $ 943 |
Loss included in earnings | (15) | 0 | (17) | (1) |
Purchases | 305 | 480 | 1,558 | 1,440 |
Settlements | (135) | (129) | (939) | (882) |
Balance at end of period | $ 1,839 | $ 1,500 | $ 1,839 | $ 1,500 |
VARIABLE INTEREST ENTITIES - As
VARIABLE INTEREST ENTITIES - Assets And Liabilities Of Consolidated VIEs (Details) - Primary beneficiary - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 1,191 | $ 1,186 |
Total liabilities | 608 | 663 |
Cash and cash equivalents | ||
Variable Interest Entity [Line Items] | ||
Pledged current assets | 115 | 75 |
Other current assets | ||
Variable Interest Entity [Line Items] | ||
Pledged current assets | 100 | 95 |
Net Property | ||
Variable Interest Entity [Line Items] | ||
Noncurrent assets | 925 | 961 |
Other noncurrent assets | ||
Variable Interest Entity [Line Items] | ||
Noncurrent assets | 51 | 55 |
Current liabilities | ||
Variable Interest Entity [Line Items] | ||
Current liabilities | 255 | 286 |
Current liabilities | Monetizing Accounts Receivable VIE | ||
Variable Interest Entity [Line Items] | ||
Current liabilities | 4 | 1 |
Current liabilities - nonrecourse | 0 | 0 |
Long-term debt | ||
Variable Interest Entity [Line Items] | ||
Noncurrent liabilities | 310 | 330 |
Other noncurrent obligations | ||
Variable Interest Entity [Line Items] | ||
Noncurrent liabilities | 43 | 47 |
Current assets | Monetizing Accounts Receivable VIE | ||
Variable Interest Entity [Line Items] | ||
Pledged current assets | 0 | 0 |
Current assets | $ 638 | $ 477 |
VARIABLE INTEREST ENTITIES - Ad
VARIABLE INTEREST ENTITIES - Additional Information (Details) $ in Millions | Apr. 04, 2017shares | Jul. 11, 2016USD ($) | Sep. 30, 2017USD ($)joint_venture | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Variable Interest Entity [Line Items] | |||||
Purchases of noncontrolling interests | $ 0 | $ 202 | |||
Equity method investment | $ 5,650 | $ 3,747 | |||
Primary beneficiary | Dow | Asia Pacific joint ventures | |||||
Variable Interest Entity [Line Items] | |||||
Number of joint ventures | joint_venture | 3 | ||||
Primary beneficiary | Dow | Ethanol production and cogeneration in Brazil | |||||
Variable Interest Entity [Line Items] | |||||
Purchases of noncontrolling interests | $ 202 | ||||
Ownership interest | 100.00% | ||||
Not primary beneficiary | Dow | Hemlock Semiconductor L.L.C. | |||||
Variable Interest Entity [Line Items] | |||||
Investment basis | $ (850) | (902) | |||
Maximum exposure to loss | 0 | 0 | |||
Not primary beneficiary | Dow | Silicon joint ventures | |||||
Variable Interest Entity [Line Items] | |||||
Equity method investment | 97 | 96 | |||
Not primary beneficiary | Dow | Crude acrylic acid joint venture | |||||
Variable Interest Entity [Line Items] | |||||
Equity method investment | 160 | 171 | |||
Not primary beneficiary | Dow | AgroFresh Solutions, Inc. | |||||
Variable Interest Entity [Line Items] | |||||
Maximum exposure to loss | 48 | 59 | |||
Equity method investment | 44 | 46 | |||
Number of investment warrants | shares | 6,000,000 | ||||
Receivable for warrants | 1 | ||||
Number of shares to be purchased (in shares) | shares | 5,070,358 | ||||
Percentage of common stock outstanding | 10.00% | ||||
Tax related receivable | $ 4 | $ 12 |
SEGMENTS AND GEOGRAPHIC REGI141
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Operating Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segmentbusinessglobal_business | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 9 | |||
Number of reportable segments | segment | 8 | |||
Net sales | $ 15,354 | $ 12,483 | $ 42,418 | $ 35,138 |
Pro forma Operating EBITDA | 3,221 | 3,022 | 12,228 | 10,929 |
Equity in earnings (losses) of nonconsolidated affiliates | 152 | 70 | $ 402 | 191 |
Agriculture | ||||
Segment Reporting Information [Line Items] | ||||
Number Of Global Businesses | global_business | 2 | |||
Net sales | 1,532 | 1,233 | $ 4,729 | 4,456 |
Pro forma Operating EBITDA | (239) | (172) | 2,387 | 2,222 |
Equity in earnings (losses) of nonconsolidated affiliates | (5) | 5 | $ (1) | 5 |
Performance Materials & Coatings | ||||
Segment Reporting Information [Line Items] | ||||
Number Of Global Businesses | global_business | 2 | |||
Net sales | 2,228 | 2,058 | $ 6,580 | 4,480 |
Pro forma Operating EBITDA | 487 | 345 | 1,508 | 836 |
Equity in earnings (losses) of nonconsolidated affiliates | 39 | 31 | $ 171 | 126 |
Performance Materials & Coatings | Coatings & Performance Monomers | ||||
Segment Reporting Information [Line Items] | ||||
Number of businesses | business | 2 | |||
Performance Materials & Coatings | Consumer Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Number of businesses | business | 3 | |||
Industrial Intermediates & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Number Of Global Businesses | global_business | 4 | |||
Net sales | 3,228 | 2,773 | $ 9,094 | 8,024 |
Pro forma Operating EBITDA | 676 | 401 | 1,605 | 1,183 |
Equity in earnings (losses) of nonconsolidated affiliates | 41 | (7) | $ 101 | (49) |
Industrial Intermediates & Infrastructure | Polyurethanes and CAV | ||||
Segment Reporting Information [Line Items] | ||||
Number of businesses | business | 2 | |||
Packaging & Specialty Plastics | ||||
Segment Reporting Information [Line Items] | ||||
Number Of Global Businesses | global_business | 2 | |||
Net sales | 5,260 | 4,702 | $ 15,364 | 13,561 |
Pro forma Operating EBITDA | 1,147 | 1,386 | 3,424 | 3,856 |
Equity in earnings (losses) of nonconsolidated affiliates | 64 | 39 | 130 | 83 |
Electronics & Imaging | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 832 | 646 | 2,164 | 1,647 |
Pro forma Operating EBITDA | 382 | 341 | 1,119 | 842 |
Equity in earnings (losses) of nonconsolidated affiliates | 0 | 0 | $ 0 | 24 |
Nutrition & Biosciences | ||||
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Net sales | 689 | 248 | $ 1,223 | 741 |
Pro forma Operating EBITDA | 315 | 321 | 950 | 918 |
Equity in earnings (losses) of nonconsolidated affiliates | 3 | 3 | 9 | 8 |
Transportation & Advanced Polymers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 636 | 273 | 1,224 | 629 |
Pro forma Operating EBITDA | 325 | 303 | 954 | 769 |
Equity in earnings (losses) of nonconsolidated affiliates | 1 | 0 | 1 | 9 |
Safety & Construction | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 792 | 479 | 1,716 | 1,399 |
Pro forma Operating EBITDA | 351 | 282 | 905 | 903 |
Equity in earnings (losses) of nonconsolidated affiliates | (1) | 0 | (1) | 1 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 157 | 71 | 324 | 201 |
Pro forma Operating EBITDA | (223) | (185) | (624) | (600) |
Equity in earnings (losses) of nonconsolidated affiliates | $ 10 | (1) | $ (8) | (16) |
HSC Group | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 50.00% | 50.00% | ||
EQUATE Petrochemicals Company K.S.C. | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 42.50% | 42.50% | ||
The Kuwait Olefins Company K.S.C. | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 42.50% | 42.50% | ||
Map Ta Phut Olefins Company Limited | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 32.77% | 32.77% | ||
Direct ownership interest | 20.27% | 20.27% | ||
Indirect ownership interest | 12.50% | 12.50% | ||
Sadara | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 35.00% | 35.00% | ||
The Kuwait Styrene Company K.S.C. | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 42.50% | 42.50% | ||
Siam Polyethylene Company Limited | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 50.00% | 50.00% | ||
Siam Polystyrene Company Limited | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 50.00% | 50.00% | ||
Siam Styrene Monomer Co., Ltd. | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 50.00% | 50.00% | ||
Siam Synthetic Latex Company Limited | ||||
Segment Reporting Information [Line Items] | ||||
Ownership Interest | 50.00% | 50.00% | ||
Pro Forma | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 18,285 | 16,991 | $ 59,469 | 53,160 |
Pro Forma | Agriculture | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,911 | 1,998 | 11,555 | 11,396 |
Pro Forma | Performance Materials & Coatings | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,219 | 2,046 | 6,537 | 4,440 |
Pro Forma | Industrial Intermediates & Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3,226 | 2,770 | 9,086 | 8,015 |
Pro Forma | Packaging & Specialty Plastics | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 5,490 | 5,070 | 16,300 | 14,636 |
Pro Forma | Electronics & Imaging | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,198 | 1,138 | 3,583 | 3,084 |
Pro Forma | Nutrition & Biosciences | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,473 | 1,469 | 4,391 | 4,313 |
Pro Forma | Transportation & Advanced Polymers | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,299 | 1,187 | 3,834 | 3,316 |
Pro Forma | Safety & Construction | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,310 | 1,238 | 3,852 | 3,748 |
Pro Forma | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 159 | $ 75 | $ 331 | $ 212 |
SEGMENTS AND GEOGRAPHIC REGI142
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Reconciliation of Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | ||||
Income from continuing operations, net of tax | $ 554 | $ 818 | $ 2,828 | $ 4,320 |
Provision for income taxes on continuing operations | 571 | 271 | 1,239 | 291 |
Income from continuing operations before income taxes | 1,125 | 1,089 | 4,067 | 4,611 |
Depreciation and amortization | 1,001 | 780 | 2,518 | 2,067 |
Interest income | 39 | 26 | 86 | 64 |
Interest expense and amortization of debt discount | 283 | 220 | 728 | 629 |
Foreign exchange gains (losses) | 72 | (37) | 16 | (102) |
Pro forma adjustments | 134 | 306 | 3,179 | 3,871 |
Pro Forma Income (Loss) Before Interest, Taxes, Depreciation And Amortization | 2,432 | 2,406 | 10,390 | 11,216 |
Significant items | (789) | (616) | (1,838) | 287 |
Pro forma Operating EBITDA | $ 3,221 | $ 3,022 | $ 12,228 | $ 10,929 |
SEGMENTS AND GEOGRAPHIC REGI143
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Certain Items by Segment (Details) - USD ($) $ in Millions | Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | $ 227 | $ 396 | $ 375 | |||
Integration and separation costs | (459) | $ (160) | (997) | (253) | ||
Inventory step-up amortization | (367) | (367) | ||||
Restructuring and asset related charges - net | (180) | (17) | (480) | (461) | ||
Transaction costs and productivity actions | (10) | (69) | (58) | (140) | ||
Asset impairments and other charges | (158) | (158) | ||||
Customer claims adjustment/recovery | 53 | |||||
Impact of Dow Corning ownership restructure | 2,106 | |||||
Litigation related charges, awards and adjustments | (332) | (1,235) | ||||
Total | (789) | (616) | (1,838) | 287 | ||
Recovery of costs for customer claims | 30 | |||||
Fair value step-up of acquired inventory | (212) | |||||
Implementation costs | 36 | 107 | ||||
Net gain on step acquisition of nonconsolidated affiliates | 0 | 0 | 0 | 2,445 | ||
Merger | ||||||
Segment Reporting Information [Line Items] | ||||||
Integration and separation costs | $ (71) | |||||
Fair value step-up of acquired inventory | $ (360) | (360) | (360) | |||
Amortization of a basis difference of acquired inventory | 7 | 7 | ||||
Dow Corning | ||||||
Segment Reporting Information [Line Items] | ||||||
Fair value step-up of acquired inventory | (317) | |||||
Net gain on step acquisition of nonconsolidated affiliates | $ 2,445 | 2,445 | ||||
Loss on early redemption of debt | 22 | |||||
Bayer CropScience arbitration matter | ||||||
Segment Reporting Information [Line Items] | ||||||
Litigation related charges, awards and adjustments | 0 | 0 | (469) | 0 | ||
Nova patent infringement award | ||||||
Segment Reporting Information [Line Items] | ||||||
Litigation related charges, awards and adjustments | 0 | 0 | 137 | 0 | ||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations | Chlorine value chain | ||||||
Segment Reporting Information [Line Items] | ||||||
Obligation related to the split-off of Dow's chlorine value chain | 0 | 33 | 0 | 33 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Chlorine value chain | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 7 | 6 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Ethylene Acrylic Acid (EAA) | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 227 | 0 | 227 | 0 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Food Safety Diagnostic Business | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 162 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | DuPont (Shenzhen) Manufacturing Limited | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 369 | |||||
Agriculture | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (83) | (83) | ||||
Restructuring and asset related charges - net | 0 | (14) | 0 | (102) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 53 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | (469) | 0 | ||||
Total | (83) | (14) | (552) | (49) | ||
Fair value step-up of acquired inventory | 0 | |||||
Performance Materials & Coatings | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | 0 | 0 | ||||
Restructuring and asset related charges - net | 0 | 0 | 3 | (42) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 1,389 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | 0 | (140) | 3 | 1,347 | ||
Fair value step-up of acquired inventory | (140) | |||||
Performance Materials & Coatings | Dow Corning | ||||||
Segment Reporting Information [Line Items] | ||||||
Net gain on step acquisition of nonconsolidated affiliates | 1,617 | |||||
Industrial Intermediates & Infrastructure | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 6 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | 0 | 0 | ||||
Restructuring and asset related charges - net | 0 | 0 | 0 | (83) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | 0 | (1,235) | ||||
Total | 0 | 0 | 0 | (1,312) | ||
Fair value step-up of acquired inventory | 0 | |||||
Packaging & Specialty Plastics | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 227 | 227 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (28) | (28) | ||||
Restructuring and asset related charges - net | 0 | 0 | 0 | (10) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | 137 | 0 | ||||
Total | 199 | 0 | 336 | (10) | ||
Fair value step-up of acquired inventory | 0 | |||||
Electronics & Imaging | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (50) | (50) | ||||
Restructuring and asset related charges - net | 0 | (2) | (3) | (2) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 438 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | (50) | (46) | (53) | 436 | ||
Fair value step-up of acquired inventory | (44) | |||||
Electronics & Imaging | Dow Corning | ||||||
Segment Reporting Information [Line Items] | ||||||
Net gain on step acquisition of nonconsolidated affiliates | 512 | |||||
Nutrition & Biosciences | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 162 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (104) | (104) | ||||
Restructuring and asset related charges - net | 0 | 0 | (6) | (1) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | (158) | (158) | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | (104) | (158) | 52 | (159) | ||
Fair value step-up of acquired inventory | 0 | |||||
Transportation & Advanced Polymers | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (68) | (68) | ||||
Restructuring and asset related charges - net | 0 | 0 | (4) | (7) | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 279 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | (68) | (28) | (72) | 272 | ||
Fair value step-up of acquired inventory | (28) | |||||
Transportation & Advanced Polymers | Dow Corning | ||||||
Segment Reporting Information [Line Items] | ||||||
Net gain on step acquisition of nonconsolidated affiliates | $ 316 | |||||
Safety & Construction | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 0 | 0 | |||
Integration and separation costs | 0 | 0 | 0 | 0 | ||
Inventory step-up amortization | (34) | (34) | ||||
Restructuring and asset related charges - net | 0 | 1 | (265) | 0 | ||
Transaction costs and productivity actions | 0 | 0 | 0 | 0 | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | (34) | 1 | (299) | 0 | ||
Fair value step-up of acquired inventory | 0 | |||||
Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Gain on sale of business/entity | 0 | 7 | 369 | |||
Integration and separation costs | (459) | (160) | (997) | (253) | ||
Inventory step-up amortization | 0 | 0 | ||||
Restructuring and asset related charges - net | (180) | (2) | (205) | (214) | ||
Transaction costs and productivity actions | (10) | (69) | (58) | (140) | ||
Asset impairments and other charges | 0 | 0 | ||||
Customer claims adjustment/recovery | 0 | |||||
Impact of Dow Corning ownership restructure | 0 | |||||
Litigation related charges, awards and adjustments | 0 | 0 | ||||
Total | $ (649) | (231) | $ (1,253) | (238) | ||
Fair value step-up of acquired inventory | $ 0 | |||||
Customer Claims | ||||||
Segment Reporting Information [Line Items] | ||||||
Reduction in customer claims accrual | $ 23 |
SEGMENTS AND GEOGRAPHIC REGI144
SEGMENTS AND GEOGRAPHIC REGIONS - Summary of Total Assets (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 198,527 | $ 79,511 |
Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 79,511 | |
Agriculture | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 51,120 | |
Agriculture | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 6,960 | |
Performance Materials & Coatings | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 17,303 | |
Performance Materials & Coatings | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 16,871 | |
Industrial Intermediates & Infrastructure | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 11,968 | |
Industrial Intermediates & Infrastructure | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 11,649 | |
Packaging & Specialty Plastics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 26,417 | |
Packaging & Specialty Plastics | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 17,837 | |
Electronics & Imaging | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 14,447 | |
Electronics & Imaging | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 6,932 | |
Nutrition & Biosciences | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 21,742 | |
Nutrition & Biosciences | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,246 | |
Transportation & Advanced Polymers | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 16,840 | |
Transportation & Advanced Polymers | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,807 | |
Safety & Construction | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 16,292 | |
Safety & Construction | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 2,833 | |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 22,398 | |
Corporate | Dow | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 13,376 |