Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Entity Registrant Name | DOW CHEMICAL CO /DE/ |
Entity Central Index Key | 29,915 |
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, Shares Outstanding | 100 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Sales | $ 13,633 | $ 12,483 | $ 40,697 | $ 35,138 |
Cost of sales | 10,666 | 9,840 | 31,626 | 27,066 |
Research and development expenses | 406 | 399 | 1,227 | 1,159 |
Selling, general and administrative expenses | 723 | 738 | 2,201 | 2,166 |
Amortization of intangibles | 155 | 162 | 467 | 387 |
Restructuring and asset related charges - net | 139 | 0 | 126 | 452 |
Business Combination, Integration And Separation Related Costs | 283 | 127 | 528 | 228 |
Equity in earnings of nonconsolidated affiliates | 156 | 70 | 406 | 191 |
Sundry income (expense) - net | 268 | 22 | 144 | 1,369 |
Interest expense and amortization of debt discount | 256 | 220 | 701 | 629 |
Income Before Income Taxes | 1,429 | 1,089 | 4,371 | 4,611 |
Provision for income taxes | 624 | 271 | 1,292 | 291 |
Net Income | 805 | 818 | 3,079 | 4,320 |
Net income attributable to noncontrolling interests | 22 | 14 | 87 | 54 |
Net Income Attributable to The Dow Chemical Company | 783 | 804 | 2,992 | 4,266 |
Preferred stock dividends | 0 | 85 | 0 | 255 |
Net Income Available for The Dow Chemical Company Common Stockholder | 783 | 719 | 2,992 | 4,011 |
Depreciation | 598 | 573 | 1,710 | 1,540 |
Capital Expenditures | $ 660 | $ 1,060 | $ 2,209 | $ 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 | $ 805 | $ 818 | $ 3,079 | $ 4,320 |
Other comprehensive income (loss), net of tax | ||||
Unrealized gains (losses) on investments | (51) | 8 | (43) | 42 |
Cumulative translation adjustments | 193 | 83 | 819 | 325 |
Pension and other postretirement benefit plans | 105 | 93 | 308 | 640 |
Derivative instruments | 32 | (20) | (57) | (21) |
Total other comprehensive income | 279 | 164 | 1,027 | 986 |
Comprehensive Income | 1,084 | 982 | 4,106 | 5,306 |
Comprehensive income attributable to noncontrolling interests, net of tax | 28 | 35 | 121 | 103 |
Comprehensive Income Attributable to The Dow Chemical Company | $ 1,056 | $ 947 | $ 3,985 | $ 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) | $ 8,394 | $ 6,607 |
Accounts and notes receivable: | ||
Trade (net of allowance for doubtful receivables - 2017: $125; 2016: $110) | 5,174 | 4,666 |
Other | 5,214 | 4,312 |
Inventories | 8,477 | 7,363 |
Other current assets | 773 | 711 |
Total current assets | 28,032 | 23,659 |
Investments | ||
Investment in nonconsolidated affiliates | 3,975 | 3,747 |
Other investments (investments carried at fair value - 2017: $1,408; 2016: $1,959) | 2,400 | 2,969 |
Noncurrent receivables | 657 | 708 |
Total investments | 7,032 | 7,424 |
Property | ||
Property | 60,204 | 57,438 |
Less accumulated depreciation | 35,887 | 33,952 |
Net property (variable interest entities restricted - 2017: $925; 2016: $961) | 24,317 | 23,486 |
Other Assets | ||
Goodwill | 15,485 | 15,272 |
Other intangible assets (net of accumulated amortization - 2017: $4,901; 2016: $4,295) | 5,752 | 6,026 |
Deferred income tax assets | 2,507 | 3,079 |
Deferred charges and other assets | 804 | 565 |
Total other assets | 24,548 | 24,942 |
Total Assets | 83,929 | 79,511 |
Current Liabilities | ||
Notes payable | 584 | 272 |
Long-term debt due within one year | 578 | 635 |
Accounts payable: | ||
Trade | 4,857 | 4,519 |
Other | 2,988 | 2,097 |
Income taxes payable | 595 | 600 |
Accrued and other current liabilities | 5,373 | 4,481 |
Total current liabilities | 14,975 | 12,604 |
Long-Term Debt (variable interest entities nonrecourse - 2017: $310; 2016: $330) | 20,004 | 20,456 |
Other Noncurrent Liabilities | ||
Deferred income tax liabilities | 899 | 923 |
Pension and other postretirement benefits - noncurrent | 10,398 | 11,375 |
Asbestos-related liabilities - noncurrent | 1,266 | 1,364 |
Other noncurrent obligations | 6,116 | 5,560 |
Total other noncurrent liabilities | 18,679 | 19,222 |
Stockholders’ Equity | ||
Common stock (2017: authorized and issued 100 shares of $0.01 par value each; 2016: authorized 1,500,000,000 shares of $2.50 par value each; issued:1,242,794,836 shares) | 0 | 3,107 |
Additional paid-in capital | 6,433 | 4,262 |
Retained earnings | 31,636 | 30,338 |
Accumulated other comprehensive loss | (8,795) | (9,822) |
Unearned ESOP shares | (192) | (239) |
Treasury stock at cost (2017: zero shares; 2016: 31,661,501 shares) | 0 | (1,659) |
The Dow Chemical Company’s stockholders’ equity | 29,082 | 25,987 |
Noncontrolling interests | 1,189 | 1,242 |
Total equity | 30,271 | 27,229 |
Total Liabilities and Equity | $ 83,929 | $ 79,511 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Trade (allowance for doubtful receivables) | $ 125 | $ 110 |
Other investments (investments carried at fair value) | 1,408 | 1,959 |
Finite other intangible assets, accumulated amortization | $ 4,901 | $ 4,295 |
Common Stock, Shares Authorized | 100 | 1,500,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 2.50 |
Common Stock, Shares, Issued | 100 | 1,242,794,836 |
Treasury Stock, Shares | 0 | 31,661,501 |
Cash and cash equivalents | Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity, Consolidated, Assets, Current, Pledged | $ 115 | $ 75 |
Property, Plant and Equipment [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||
Net property (variable interest entities restricted) | 925 | 961 |
Long-term debt | Variable Interest Entity, Primary Beneficiary [Member] | ||
Long Term Debt (variable interest entities nonrecourse) | $ 310 | $ 330 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Activities | ||
Net Income | $ 3,079 | $ 4,320 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,318 | 2,067 |
Provision (credit) for deferred income tax | 387 | (990) |
Earnings of nonconsolidated affiliates less than dividends received | 194 | 341 |
Net periodic pension benefit cost | 334 | 312 |
Pension contributions | (444) | (567) |
Net gain on sales of assets, businesses and investments | (474) | (179) |
Net gain on step acquisition of nonconsolidated affiliate | 0 | (2,445) |
Restructuring and asset related charges - net | 126 | 452 |
Other net loss | 296 | 300 |
Changes in assets and liabilities, net of effects of acquired and divested companies: | ||
Accounts and notes receivable | (2,241) | (1,435) |
Proceeds from interests in trade accounts receivable conduits | 939 | 882 |
Inventories | (1,175) | (39) |
Accounts payable | 1,207 | 1,031 |
Other assets and liabilities - net | 233 | (331) |
Cash provided by operating activities | 4,779 | 3,719 |
Investing Activities | ||
Capital expenditures | (2,209) | (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 | 521 | 217 |
Acquisitions of property and businesses, net of cash acquired | (31) | (187) |
Cash acquired in step acquisition of nonconsolidated affiliate | 0 | 1,050 |
Investments in and loans to nonconsolidated affiliates | (694) | (831) |
Distributions and loan repayments from nonconsolidated affiliates | 54 | 10 |
Proceeds from sale of ownership interests in nonconsolidated affiliates | 64 | 0 |
Purchases of investments | (450) | (426) |
Proceeds from sales and maturities of investments | 1,039 | 607 |
Cash used in investing activities | (1,806) | (2,498) |
Financing Activities | ||
Changes in short-term notes payable | 365 | (69) |
Proceeds from issuance of long-term debt | 0 | 32 |
Payments on long-term debt | (550) | (523) |
Purchases of treasury stock | 0 | (416) |
Proceeds from issuance of parent company stock | 21 | 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 | (1,621) | (1,782) |
Other financing activities - net | 0 | (2) |
Cash used in financing activities | (1,509) | (2,792) |
Effect of Exchange Rate Changes on Cash | 323 | 26 |
Summary | ||
Increase (decrease) in cash and cash equivalents | 1,787 | (1,545) |
Cash and cash equivalents at beginning of period | 6,607 | 8,577 |
Cash and cash equivalents at end of period | $ 8,394 | $ 7,032 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss | Unearned ESOP Shares [Member] | Treasury Stock [Member] | Noncontrolling Interests |
Total Equity, Beginning 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 The Dow Chemical Company common stockholder | 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) | |||||||
Total Equity, Ending at Sep. 30, 2016 | 30,349 | 4,000 | 3,107 | 4,916 | 30,884 | (7,681) | (226) | (5,965) | 1,314 |
Total Equity, Beginning 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 The Dow Chemical Company common stockholder | 2,992 | 2,992 | |||||||
Other comprehensive income (loss) | 1,027 | 1,027 | |||||||
Dividends | (1,673) | (1,673) | |||||||
Common stock issued / sold | 1,147 | 423 | 724 | ||||||
Issuance of parent company stock | 21 | 21 | |||||||
Stock-based compensation and allocation of ESOP shares | (396) | (443) | 47 | ||||||
Impact of noncontrolling interests | (53) | (53) | |||||||
Merger impact | 0 | ||||||||
Stock Repurchased and Retired During Period, Value | (3,107) | 2,172 | 935 | ||||||
Other | 23 | 2 | (21) | ||||||
Total Equity, Ending at Sep. 30, 2017 | $ 30,271 | $ 0 | $ 0 | $ 6,433 | $ 31,636 | $ (8,795) | $ (192) | $ 0 | $ 1,189 |
CONSOLIDATED FINANCIAL STATEMEN
CONSOLIDATED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED FINANCIAL STATEMENTS Basis of Presentation The unaudited interim consolidated financial statements of The Dow Chemical Company and its subsidiaries (“Dow” or the “Company”) 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 statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017, Dow and E. I. du Pont de Nemours and Company ("DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, Dow and DuPont became subsidiaries of DowDuPont (the "Merger"). In accordance with the accounting guidance for earnings per share, the presentation of earnings per share is not required in financial statements of wholly owned subsidiaries. See Note 3 for additional information on the Merger. Beginning September 1, 2017, transactions between DowDuPont, Dow and DuPont and their affiliates are reflected in these consolidated financial statements and will be disclosed as related party transactions, when material. Transactions between Dow and DuPont primarily consist of the sale and procurement of certain feedstocks and raw materials that are consumed in each company's manufacturing process. Transactions with DuPont during the month of September 2017 were not material to the consolidated financial statements. Effective with the Merger, Dow’s business activities are components of its parent company’s business operations. Dow’s business activities, including the assessment of performance and allocation of resources, will be reviewed and managed by DowDuPont. Information used by the chief operating decision maker of Dow relates to the Company in its entirety. Accordingly, there are no separate reportable business segments for the Company under Accounting Standards Codification ("ASC") Topic 280 “Segment Reporting” and the Company’s business results are reported in this Form 10-Q as a single operating segment. Significant Accounting Policy Updates The Company's significant accounting policies were updated as a result of the Merger. See Note 1 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for information on the Company's significant accounting policies. Update to the Income Taxes Significant Accounting Policy Effective with the Merger, the Company and DuPont are subsidiaries of DowDuPont. The Company is included in DowDuPont's consolidated tax groups and related income tax returns within certain jurisdictions. The Company will continue to record a separate tax liability for its share of the taxable income and tax attributes and obligations on DowDuPont’s consolidated income tax returns following a formula consistent with the economic sharing of tax attributes and obligations. Dow and DuPont compute the amount due to DowDuPont for their share of taxable income and tax attributes and obligations on DowDuPont’s consolidated tax return. The amounts reported as income tax payable or receivable represent the Company’s payment obligation (or refundable amount) to DowDuPont based on a theoretical tax liability calculated based on the methodologies agreed, elected or required in each combined or consolidated filing jurisdiction. Integration and Separation Costs The Company classifies expenses related to the Merger and the ownership restructure of Dow Corning Corporation ("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 business, specialty products business and materials science business. 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 advisor, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities. 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 presentation that will be adopted for DowDuPont. 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 year's 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, Sep 30, Sep 30, Sep 30, 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 ) Prior to the Merger, the Company declared dividends of $1.38 per share for the nine months ended September 30, 2017 ( $1.38 per share for the nine months ended September 30, 2016 ). Effective with the Merger, Dow no longer has publicly traded common stock. Dow's common shares are owned solely by its parent company, DowDuPont. As a result, the Company’s Board of Directors will review and determine on a periodic basis whether or not there will be a dividend distribution to DowDuPont. |
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 now recognized in "Provision for income taxes" 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 of applying the new revenue guidance. 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 completed by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on the recognition of revenue from 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 (ASU 2014-09). 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 is in the process of implementing a software solution 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 with respect to 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 proceeds from interests in trade accounts receivable conduits in the consolidated statements of cash flows and 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 (a consensus of the FASB Emerging Issues Task Force)," which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows, and, as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the new guidance must be applied retrospectively to all periods presented. 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 2017-04, "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 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. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 now recognized in "Provision for income taxes" 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 of applying the new revenue guidance. 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 completed by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on the recognition of revenue from 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 (ASU 2014-09). 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 is in the process of implementing a software solution 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 with respect to 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 proceeds from interests in trade accounts receivable conduits in the consolidated statements of cash flows and 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 (a consensus of the FASB Emerging Issues Task Force)," which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows, and, as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the new guidance must be applied retrospectively to all periods presented. 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 2017-04, "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 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. |
Merger with DuPont (Notes)
Merger with DuPont (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
MERGER WITH DUPONT [Abstract] | |
Merger with DuPont [Text Block] | MERGER WITH DUPONT Effective August 31, 2017, Dow and DuPont completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"), by and among the Company, DuPont, DowDuPont, Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. Pursuant to the Merger Agreement, (i) Diamond Merger Sub, Inc. was merged with and into Dow, with Dow surviving the merger as a subsidiary of DowDuPont (the "Diamond Merger") and (ii) Orion Merger Sub, Inc. was merged with and into DuPont, with DuPont surviving the merger as a subsidiary of DowDuPont (the "Orion Merger" and, together with the Diamond Merger, the "Mergers"). Following the consummation of the Mergers, each of Dow and DuPont became subsidiaries of DowDuPont (collectively, the "Merger"). Following the Merger, Dow and DuPont intend to pursue, subject to the receipt of regulatory approvals and approval by the board of directors of DowDuPont ("DowDuPont Board"), the separation of the combined company's agriculture business, specialty products business and materials science business through one or more tax-efficient transactions ("Intended Business Separations"). Additional information about the Merger is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as well as in Current Reports on Form 8-K filed on December 11, 2015, March 31, 2017, August 4, 2017 and September 1, 2017. Upon completion of the Diamond Merger, each share of common stock, par value $2.50 per share, of Dow ("Dow Common Stock") (excluding any shares of Dow Common Stock that were held in treasury immediately prior to the effective time of the Diamond 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 ("DowDuPont Common Stock"). As provided in the Merger Agreement, at the effective time of the Mergers, (i) all options, deferred stock, performance deferred stock and other equity awards relating to shares of Dow Common Stock outstanding immediately prior to the effective time of the Mergers were generally automatically converted into options and deferred stock and other equity awards relating to shares of DowDuPont Common Stock after giving effect to appropriate adjustments to reflect the Mergers and otherwise generally on the same terms and conditions as applied under the applicable plans and award agreements immediately prior to the effective time of the Mergers. See Note 17 for additional information on the conversion of the equity awards. In the third quarter of 2017, as a result of the Diamond Merger and the Merger, the Company recorded a reduction in "Treasury stock" of $935 million , a reduction in "Common stock" of $3,107 million and an increase in "Additional paid in capital" of $2,172 million . As of September 1, 2017, the Company has 100 shares of common stock issued and outstanding, par value $0.01 per share, owned solely by its parent, DowDuPont. On August 31, 2017, following the Diamond Merger, Dow requested that the New York Stock Exchange ("NYSE") withdraw the shares of Dow Common Stock from listing on the NYSE and filed a Form 25 with the U.S. Securities and Exchange Commission ("SEC") to report that the shares of Dow Common Stock are no longer listed on the NYSE. The shares of Dow Common Stock were suspended from trading on the NYSE prior to the open of trading on September 1, 2017. As a condition of the regulatory approval of the Merger, Dow and DuPont agreed to certain closing conditions, which are as follows: • Dow divested its global Ethylene Acrylic Acid ("EAA") copolymers and ionomers business to SK Global Chemical Co., Ltd., on September 1, 2017, as part of a divestiture commitment given to the European Commission ("EC") in connection with the EC's conditional approval of the Merger granted on March 27, 2017. See Note 4 for additional information on this transaction. • DuPont will divest its Cereal Broadleaf Herbicides and Chewing Insecticides portfolios as well as its Crop Protection research and development ("R&D") pipeline and organization (excluding seed treatment, nematicides, late-stage R&D programs and certain personnel needed to support marketed products and R&D programs that will remain with DuPont) (collectively, the "DuPont Divested Assets") as part of the EC's conditional approval granted on March 27, 2017. On March 31, 2017, in connection with these commitments, DuPont entered into an agreement with FMC Corporation ("FMC") whereby FMC will acquire the DuPont Divested Assets and DuPont will acquire FMC's Health and Nutrition business segment, excluding its Omega-3 products (the "H&N Business"). DuPont's transaction with FMC is expected to close in the fourth quarter of 2017, subject to the waiver or satisfaction of other customary closing conditions, including approval by the EC of FMC as the buyer of the DuPont Divested Assets and the receipt of other required regulatory approvals. • On May 2, 2017, Dow and DuPont announced that China's Ministry of Commerce ("MOFCOM") granted conditional regulatory approval for the companies' proposed merger of equals which includes commitments already made to the EC including DuPont's divestiture of the DuPont Divested Assets and Dow's divestiture of the EAA copolymers and ionomers business. In addition, Dow and DuPont have made commitments related to the supply and distribution in China of certain herbicide and insecticide ingredients and formulations for rice crops for five years after the closing of the Merger. • On May 17, 2017, Dow and DuPont announced that Brazil's Administrative Council for Economic Defense ("CADE") granted conditional regulatory approval of the companies' proposed merger of equals. CADE's approval is subject to Dow's divestment of a select portion of Dow AgroSciences' corn seed business in Brazil, including 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 (collectively, the "Dow Divested Assets"), and is incremental to commitments already made to the EC, China and regulatory agencies in other jurisdictions. On July 11, 2017, Dow announced it had entered into a definitive agreement to sell the Dow Divested Assets to CITIC Agri Fund, subject to certain closing conditions. This transaction is expected to close in the fourth quarter of 2017. • On June 15, 2017, Dow and DuPont announced that a proposed agreement had been reached with the Antitrust Division of the United States Department of Justice that will permit the companies to proceed with the proposed merger of equals transaction. The proposed agreement was consistent with commitments already made to the EC. In connection with DuPont's proposed transaction with FMC, on March 31, 2017 Dow and DuPont amended the Merger Agreement to, among other things, provide that DuPont cannot take certain specified actions to obtain regulatory approvals with respect to its acquisition of the H&N Business if those actions would reasonably be likely to result in the one-year loss of revenues to Dow, DuPont, DowDuPont, their subsidiaries or the H&N Business in excess of $350 million in the aggregate (based on fiscal year 2016 annual revenues). In addition, the amendment of the Merger Agreement also amended the form of bylaws for DowDuPont to reflect that Dow and DuPont currently intend that the first step in the Intended Business Separations process will be the spin-off of the materials science business (assuming that such sequencing would allow for the completion of all of the intended spin-offs within 18 months following closing of the Merger and would not adversely impact the value of the intended spin-off transaction to DowDuPont's shareholders). On September 12, 2017, DowDuPont announced that the DowDuPont Board and management, with the assistance of independent advisors, completed their comprehensive review of the portfolio composition of the three intended independent companies. The DowDuPont Board unanimously concluded that, in light of knowledge gained since the announcement of the proposed merger of equals, certain targeted adjustments will be made between the materials science and specialty products businesses, which will enhance the competitive advantages of the intended resulting companies. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures Disclosure [Text Block] | ACQUISITIONS AND DIVESTITURES Merger Remedy - Divestiture of the Global 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. EAA Copolymers and Ionomers Assets and Liabilities Divested on Sep 1, 2017 In millions Current assets $ 34 Net property 12 Goodwill 23 Net carrying value divested $ 69 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, including 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, for a purchase price of $1.1 billion . 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. Ownership Restructure of Dow Corning A complete summary of the ownership restructure of Dow Corning can be found in Note 4 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. On June 1, 2016, the Company 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 cash (collectively, 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 and is fully consolidated in the Company’s consolidated statements of income. In the second quarter of 2016, the Company recognized a non-taxable gain on the DCC Transaction of $2,445 million , net of closing costs and other comprehensive loss related to the Company's interest in Dow Corning. The gain was included in "Sundry income (expense) - net" in the consolidated statements of income. The Company also 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 related to the basis difference in the Company’s investment in Dow Corning. See Notes 6 , 12 and 20 for additional information. Prior to June 2016, the Company’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 - Net | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING AND ASSET RELATED CHARGES - NET DowDuPont Cost Synergy Program In September 2017, DowDuPont 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. In connection with the approved actions under the Synergy Program, the Company recorded a pretax restructuring charge for severance and related benefit costs of $139 million in the third quarter of 2017. The impact of this charge is shown as “Restructuring and asset related charges - net” in the consolidated statements of income. These actions are expected to be substantially completed by September 30, 2019. At September 30, 2017, severance of $19 million was paid, leaving a liability of $120 million . Subsequent Event On November 1, 2017, the Company approved restructuring actions in connection with the Synergy Program. Based on all actions approved to date under the Synergy Program, the Company expects to record total pretax restructuring charges of about $1.3 billion , comprised of approximately $525 million to $575 million of severance and related benefits costs; $400 million to $440 million of asset related charges, and $290 million to $310 million of costs related to contract terminations. Current estimated total pretax restructuring charges includes the $139 million pretax charge recorded in the third quarter of 2017, comprised of severance and related benefit costs. The Company expects to record pretax restructuring charges of approximately $900 million in the fourth quarter of 2017, with the remaining restructuring charges to be incurred by the end of 2019. 2016 Restructuring Plan On June 27, 2016, the Board of Directors of the Company 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, the Company 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. The following table summarizes the activities related to the Company'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 Costs Associated with Exit and Disposal Activities Total In millions Reserve balance at Dec 31, 2016 $ 201 $ 27 $ 228 Cash payments (59 ) — (59 ) Reserve balance at Mar 31, 2017 $ 142 $ 27 $ 169 Adjustments to the reserve 1 — (3 ) (3 ) Cash payments (51 ) — (51 ) Reserve balance at Jun 30, 2017 $ 91 $ 24 $ 115 Cash payments (31 ) — (31 ) Reserve balance at Sep 30, 2017 $ 60 $ 24 $ 84 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. 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 the Company's ongoing benefit arrangements, primarily by June 30, 2018. 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 . 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. 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, Sep 30, Sep 30, Sep 30, Severance and related benefit credits $ — $ — $ (9 ) $ — Asset related credits and other $ — $ (1 ) $ — $ (3 ) Costs (credits) associated with exit and disposal activities $ — $ 1 $ (1 ) $ 6 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. 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 the Company's ongoing benefit arrangements. 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 the Company 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. Dow 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. |
SUPPLEMENTARY INFORMATION SUPPL
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. For the three months ended September 30, 2017 , "Sundry income (expense) - net" was income of $268 million (income of $22 million for the three months ended September 30, 2016 ). For the nine months ended September 30, 2017 , "Sundry income (expense) - net" was income of $144 million (income of $1,369 million for 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, Sep 30, Sep 30, Sep 30, Gain on divestiture of the EAA copolymers and ionomers business 1 $ 227 $ — $ 227 $ — Foreign exchange losses $ (5 ) $ (37 ) $ (61 ) $ (102 ) Interest income $ 27 $ 26 $ 74 $ 64 Gain on sales of other assets and investments $ 10 $ 45 $ 147 $ 130 Gain related to Nova patent infringement award 2 $ — $ — $ 137 $ — Loss related to Bayer CropScience arbitration matter 2 $ — $ — $ (469 ) $ — Gain on ownership restructure of Dow Corning 1 $ — $ — $ — $ 2,445 Settlement of urethane matters class action lawsuit and opt-out cases 2 $ — $ — $ — $ (1,235 ) Obligation related to the split-off of the chlorine value chain $ — $ (33 ) $ — $ (33 ) 1. See Note 4 for additional information. 2. See Note 13 for additional information. Accrued and Other Current Liabilities “Accrued and other current liabilities” were $5,373 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 $ 1,005 $ 1,105 Employee retirement plans 1 $ 1,150 $ 364 1. See Note 16 for additional information. Other Noncurrent Obligations The Company 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 (Notes)
INCOME TAXES (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES As a result of the Merger and subsequent change in the Company's ownership, certain net operating loss carryforwards available for the Company’s consolidated German tax group were derecognized. In addition, the sale of stock between two 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 separation of DowDuPont into three publicly traded companies. 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” in the consolidated statements of income of $267 million . The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $239 million at September 30, 2017 and $231 million at December 31, 2016. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $213 million at September 30, 2017 and $223 million at December 31, 2016. In the second quarter of 2016, an adjustment was made to a reserve for a tax matter regarding a historical change in the legal ownership structure of a former nonconsolidated affiliate. The adjustment arose due to legal proceedings and the Company’s ongoing assessment of the unrecognized tax benefits, which resulted in an unfavorable impact of $57 million to “Provision for income taxes” in the consolidated statements of income. Interest and penalties associated with uncertain tax positions are recognized as components of "Provision for income taxes" in the consolidated statements of income and totaled a charge of $3 million for the three months ended September 30, 2017 (a benefit of $17 million for the three months ended September 30, 2016 ). During the nine months ended September 30, 2017 , the Company recognized a charge of $7 million for interest and penalties (a charge of $73 million for the nine months ended September 30, 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. |
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 $ 4,966 $ 4,230 Work in process 1,911 1,510 Raw materials 977 853 Supplies 875 823 Total $ 8,729 $ 7,416 Adjustment of inventories to a LIFO basis (252 ) (53 ) Total inventories $ 8,477 $ 7,363 |
PROPERTIES Property
PROPERTIES Property | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property | Property 1 Estimated Useful Lives (Years) Sep 30, 2017 Dec 31, 2016 In millions Land and land improvements 0-25 $ 2,538 $ 2,524 Buildings 5-50 5,831 5,935 Machinery and equipment 3-25 40,615 38,499 Other property 3-50 5,218 4,380 Construction in progress — 6,002 6,100 Total property $ 60,204 $ 57,438 1. Updated to conform with the presentation adopted for DowDuPont. |
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 following table shows the carrying amount of goodwill: Goodwill In millions Net goodwill at Dec 31, 2016 $ 15,272 Sale of SKC Haas Display Films 1 (34 ) Divestiture of EAA Copolymers and Ionomers business 2 (23 ) Foreign currency impact 271 Other (1 ) Net goodwill at Sep 30, 2017 $ 15,485 1. On June 30, 2017, the Company sold its ownership interest in the SKC Haas Display Films group of companies. See Note 15 for additional information. 2. On September 1, 2017, the Company divested its global EAA copolymers and ionomers business to SK Global Chemical Co., Ltd. See Note 4 for additional information. Effective with the Merger, the Company updated its reporting units to align with the level at which discrete financial information is available for review by management. A relative fair value method was used to reallocate goodwill for reporting units the composition of which had changed. The new reporting units are: Agriculture, Coatings & Performance Monomers, Construction Chemicals, Consumer Solutions, Electronics & Imaging, Energy Solutions, Hydrocarbons & Energy, Industrial Biosciences, Industrial Solutions, Nutrition & Health, Packaging and Specialty Plastics, Polyurethanes & CAV, Safety & Construction and Transportation & Advanced Polymers. At September 30, 2017, goodwill is carried by all of these reporting units. As disclosed in Dow's 2016 Form 10-K, as part of its annual goodwill impairment testing the Company performed additional sensitivity analysis, the results of 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. The Company 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 . 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 $ 3,259 $ (1,594 ) $ 1,665 $ 3,254 $ (1,383 ) $ 1,871 Software 1,398 (759 ) 639 1,336 (696 ) 640 Trademarks/tradenames 697 (552 ) 145 696 (503 ) 193 Customer-related 4,995 (1,844 ) 3,151 4,806 (1,567 ) 3,239 Other 243 (152 ) 91 168 (146 ) 22 Total other intangible assets with finite lives $ 10,592 $ (4,901 ) $ 5,691 $ 10,260 $ (4,295 ) $ 5,965 In-process research and development ("IPR&D") 61 — 61 61 — 61 Total other intangible assets $ 10,653 $ (4,901 ) $ 5,752 $ 10,321 $ (4,295 ) $ 6,026 1. Prior year amounts have been updated to conform with the current year presentation. In the second quarter of 2016, the Company wrote off $11 million of IPR&D as part of the 2016 restructuring charge. See Note 5 for additional information. 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 $ 155 $ 162 $ 467 $ 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 $ 727 2018 $ 735 2019 $ 659 2020 $ 621 2021 $ 587 2022 $ 516 |
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 The Company 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 the Company) that entitle the Company 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 the Company in the event of nonpayment by the debtors. The following table summarizes the carrying value of interests held, which represents the Company'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, Dec 31, 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 2016 . Following is an analysis of certain cash flows between the Company and the conduits: Cash Proceeds Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, 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, Dec 31, 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 Notes Payable Sep 30, Dec 31, In millions Commercial paper $ 249 $ — Notes payable to banks and other lenders 293 225 Notes payable to related companies 42 44 Notes payable trade — 3 Total notes payable $ 584 $ 272 Period-end average interest rates 4.12 % 4.60 % Long-Term Debt 2017 Average Rate Sep 30, 2016 Average Rate Dec 31, In millions Promissory notes and debentures: Final maturity 2017 9.80 % $ 3 6.06 % $ 442 Final maturity 2018 5.78 % 339 5.78 % 339 Final maturity 2019 8.55 % 2,122 8.55 % 2,122 Final maturity 2020 4.46 % 1,547 4.46 % 1,547 Final maturity 2021 4.71 % 1,424 4.72 % 1,424 Final maturity 2022 3.00 % 1,252 3.00 % 1,250 Final maturity 2023 and thereafter 5.99 % 7,188 5.98 % 7,199 Other facilities: U.S. dollar loans, various rates and maturities 2.26 % 4,580 1.60 % 4,595 Foreign currency loans, various rates and maturities 3.12 % 862 3.42 % 882 Medium-term notes, varying maturities through 2025 3.86 % 995 3.82 % 1,026 Tax-exempt bonds, varying maturities through 2038 5.66 % 343 5.66 % 343 Capital lease obligations — 281 — 295 Unamortized debt discount and issuance costs — (354 ) — (373 ) Long-term debt due within one year 1 — (578 ) — (635 ) Long-term debt — $ 20,004 — $ 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 1 In millions 2017 $ 78 2018 $ 752 2019 $ 6,934 2020 $ 1,831 2021 $ 1,561 2022 $ 1,497 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, the Company redeemed $436 million of 6.0 percent notes that matured on September 15, 2017, and $31 million aggregate principal amount of InterNotes at maturity. In addition, approximately $60 million of long-term debt was repaid by consolidated variable interest entities. 2016 Activity In the first nine months of 2016 , the Company 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 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 and is reflected in the preceding long-term debt table. Available Credit Facilities The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at Sep 30, 2017 In millions Effective Date Committed Credit Credit Available Maturity Date Interest Five Year Competitive Advance and Revolving Credit Facility March 2015 $ 5,000 $ 5,000 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2018 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 280 280 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 200 200 March 2020 Floating rate Bilateral Revolving Credit Facility May 2016 200 200 May 2018 Floating rate Bilateral Revolving Credit Facility July 2016 200 200 July 2018 Floating rate Bilateral Revolving Credit Facility August 2016 100 100 August 2018 Floating rate DCC Term Loan Facility February 2016 4,500 — December 2019 Floating rate Total Committed and Available Credit Facilities $ 10,880 $ 6,380 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"). Subsequent to the DCC Transaction, the Company 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 the Company'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, and amended the DCC Term Loan Facility to include an additional 19-month extension option, at Dow Corning’s election, upon satisfaction of certain customary conditions precedent. Dow Corning intends to exercise the additional 19-month extension option on the DCC Term Loan Facility. Debt Covenants and Default Provisions There were no material changes to the debt covenants and default provisions related to the Company's outstanding long-term debt and primary, private credit agreements in the first nine months of 2017. For additional information on the Company's debt covenants and default provisions, see Note 17 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENT LIABILITIES 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. At September 30, 2017 , the Company had accrued obligations of $884 million for probable environmental remediation and restoration costs, including $155 million for the remediation of Superfund sites. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately twice that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows. It is the opinion of the Company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Company’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. At December 31, 2016 , the Company had accrued obligations of $909 million for probable environmental remediation and restoration costs, including $151 million for the remediation of Superfund sites. Environmental Matters Summary It is the opinion of the Company's management that the possibility is remote that costs in excess of those disclosed will have a material impact on the Company's results of operations, financial condition or cash flows. Litigation Asbestos-Related Matters of Union Carbide Corporation A summary of Asbestos-Related Matters of Union Carbide Corporation can be found in Note 15 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Introduction Union Carbide Corporation (“Union Carbide”), a wholly owned subsidiary of the Company, 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, and taking into account the change in accounting policy that occurred in the fourth quarter of 2016, Union Carbide's total asbestos-related liability through the terminal year of 2049, including asbestos-related defense and processing costs, 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 , and 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, 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 A full description of the Urethane Matters can be found in Note 15 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Class Action Lawsuit On February 26, 2016, the Company announced a proposed settlement of $835 million for the Urethane Matters Class Action Lawsuit, which included damages, class attorney fees and post-judgment interest. As a result, in the first quarter of 2016, the Company recorded a loss of $835 million , included in "Sundry income (expense) - net" in the consolidated statements of income. On May 11, 2016, the Company 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. Opt-Out Cases On April 5, 2016, the Company entered into a binding settlement for the Opt-Out Cases under which the Company would pay the named plaintiffs $400 million , inclusive of damages and attorney fees. As a result, the Company recorded a loss of $400 million in the first quarter of 2016, included in "Sundry income (expense) - net" in the consolidated statements of income. Payment of this settlement occurred on May 4, 2016. 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 the Company, and other subsidiaries of the Company (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 issued 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, the Company 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. 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, the Company 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. The Company 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. The Company 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 A summary of the Rocky Flats Matter can be found in Note 15 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The Company 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") but operated by Dow and Rockwell. The plaintiffs tried their case as a public liability action under the Price Anderson Act ("PAA"). Dow and Rockwell litigated this matter in the U.S. District Court for the District of Colorado ("District Court"), the U.S. Tenth Circuit Court of Appeals and then filed a petition for writ of certiorari 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's 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, the Company 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, the Company 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 A summary of the Dow Corning Chapter 11 Related Matters can be found in Note 15 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Introduction In 1995, Dow Corning, then a 50:50 joint venture between Dow and Corning 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 is 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 the relevant loan agreements. The matter was remanded to the U.S. District Court for the Eastern District of Michigan ("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 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 appeared 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 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, the Company 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 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 on 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 in the recorded liability. Other Litigation Matters In addition to the specific matters described above, the Company is party to a number of other claims and lawsuits arising out of the normal course of business with respect to product liability, patent infringement, employment matters, governmental tax and regulation disputes, contract and commercial litigation, and other actions. Certain of these actions purport to be class actions and seek damages in very large amounts. All such claims are being contested. Dow has an active risk management program consisting of numerous insurance policies secured from many carriers at various times. These policies may provide coverage that could be utilized to minimize the financial impact, if any, of certain contingencies described above. It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company. Gain Contingency - Dow v. Nova Chemicals Corporation Patent Infringement Matter On December 9, 2010, Dow filed suit in the Federal Court in Ontario, Canada ("Federal Court") alleging that Nova Chemicals Corporation ("Nova") was infringing the Company's Canadian polyethylene patent 2,106,705 (the "'705 Patent"). Nova counterclaimed on the grounds of invalidity and non-infringement. In accordance with Canadian practice, the suit was bifurcated into a merits phase, followed by a damages phase. Following trial in the merits phase, in May 2014 the Federal Court ruled that the Company's '705 Patent was valid and infringed by Nova. Nova appealed to the Canadian Federal Court of Appeal, which affirmed the Federal Court decision in August 2016. Nova then sought leave to appeal its loss to the Supreme Court of Canada, which dismissed Nova’s petition in April 2017. As a result, Nova has exhausted all appeal rights on the merits, and it is undisputed that Nova owes Dow the profits it earned from its infringing sales as determined in the trial for the damages phase. On April 19, 2017, the Federal Court issued a Public Judgment in the damages phase, which detailed its conclusions on how to calculate the profits to be awarded to Dow. Dow and Nova submitted their respective calculations of the damages to the Federal Court in May 2017. On June 29, 2017, the Federal Court issued a Confidential Supplemental Judgment, concluding that Nova must pay $645 million Canadian dollars (equivalent to $495 million U.S. dollars) to Dow, plus pre- and post-judgment interest, for which Dow received payment of $501 million from Nova on July 6, 2017. Although Nova is appealing portions of the damages judgment, certain portions of it are indisputable and will be owed to Dow regardless of the outcome of any further appeals by Nova. As a result of these actions and in accordance with ASC 450-30 "Gain Contingencies," the Company recorded a $160 million pretax gain in the second quarter of 2017 of which $137 million was included in "Sundry income (expense) - net" and $23 million was included in "Selling, general and administrative expenses" in the consolidated statements of income. At September 30, 2017 , the Company had $341 million included in "Other noncurrent obligations" related to the disputed portion of the damages judgment. Dow is confident of its chances of defending the entire judgment on appeal, particularly the trial court's determinations on important factual issues, which will be accorded deferential review on appeal. Guarantees 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 Guarantees 2021 $ 4,773 $ 59 2021 $ 5,096 $ 86 Residual value guarantees 2027 1,040 136 2027 947 134 Total guarantees $ 5,813 $ 195 $ 6,043 $ 220 Guarantees Guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others (via delivery of cash or other assets) if specified triggering events occur. With guarantees, such as commercial or financial contracts, non-performance by the guaranteed party triggers the obligation of the Company to make payments to the beneficiary of the guarantee. The majority of the Company’s guarantees relate to debt of nonconsolidated affiliates, which have expiration dates ranging from less than one year to four years, and trade financing transactions in Latin America, which typically expire within one year of inception. The Company’s current expectation is that future payment or performance related to the non-performance of others is considered unlikely. The Company has entered into guarantee agreements (“Guarantees”) related to project financing for Sadara Chemical Company ("Sadara"), a nonconsolidated affiliate. The total of an Islamic bond and additional project financing (collectively “Total Project Financing”) obtained by Sadara is approximately $12.5 billion . Sadara had $12.4 billion of Total Project Financing outstanding at September 30, 2017 ( $12.4 billion at December 31, 2016 ). The Company's guarantee of the Total Project Financing is in proportion to the Company's 35 percent ownership interest in Sadara, or up to approximately $4.4 billion when the project financing is fully drawn. The Guarantees will be released upon completion of construction of the Sadara complex and satisfactory fulfillment of certain other conditions, including passage of an extensive operational testing program, which is currently anticipated by the end of 2018 and must occur no later than December 2020. Residual Value Guarantees The Company provides guarantees related to leased assets specifying the residual value that will be available to the lessor at lease termination through sale of the assets to the lessee or third parties. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | The following table summarizes the changes and after-tax balances of each component of accumulated other comprehensive 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 50 827 — (52 ) 825 Amounts reclassified from accumulated other comprehensive income (loss) (93 ) (8 ) 308 (5 ) 202 Net other comprehensive income (loss) $ (43 ) $ 819 $ 308 $ (57 ) $ 1,027 Balance at Sep 30, 2017 $ — $ (1,562 ) $ (7,081 ) $ (152 ) $ (8,795 ) 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 (loss) 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 In millions Three Months Ended Nine Months Ended Consolidated Statements of Income Classification 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." 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. See Note 16 for additional information. In the nine months ended September 30, 2016, $360 million was included in “Sundry income (expense) - net” ( zero impact to "Provision for income taxes") related to the DCC transaction. See Note 4 for additional information. 5. "Cost of sales" and "Sundry income (expense) - net." |
Accumulated Other Comprehensive Loss Note [Text Block] | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table summarizes the changes and after-tax balances of each component of accumulated other comprehensive 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 50 827 — (52 ) 825 Amounts reclassified from accumulated other comprehensive income (loss) (93 ) (8 ) 308 (5 ) 202 Net other comprehensive income (loss) $ (43 ) $ 819 $ 308 $ (57 ) $ 1,027 Balance at Sep 30, 2017 $ — $ (1,562 ) $ (7,081 ) $ (152 ) $ (8,795 ) 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 (loss) items $ 24 $ 70 $ 170 $ 185 |
NONCONTROLLING INTERESTS Noncon
NONCONTROLLING INTERESTS Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | 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 -month periods ended September 30, 2017 and 2016 : Noncontrolling Interests Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Balance at beginning of period $ 1,168 $ 1,298 $ 1,242 $ 809 Net income attributable to noncontrolling interests 22 14 87 54 Distributions to noncontrolling interests 1 (7 ) (19 ) (55 ) (71 ) Acquisition of noncontrolling interests 2 — — — 473 Deconsolidation of noncontrolling interests 3 — — (119 ) — Cumulative translation adjustments 5 21 33 48 Other 1 — 1 1 Balance at end of period $ 1,189 $ 1,314 $ 1,189 $ 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. On June 30, 2017, the Company sold its ownership interest in the SKC Haas Display Films group of companies. See Note 10 for additional information. |
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 plans and other postretirement benefit plans as a result of the Merger. See Note 3 for additional information on the Merger. The following table provides the components of the Company's net periodic benefit cost for all significant plans: Net Periodic Benefit Cost for All Significant Plans Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Defined Benefit Pension Plans: Service cost $ 127 $ 122 $ 378 $ 337 Interest cost 221 222 660 626 Expected return on plan assets (388 ) (376 ) (1,156 ) (1,074 ) Amortization of prior service credit (6 ) (6 ) (18 ) (18 ) Amortization of net loss 161 147 476 441 Curtailment/settlement 1 — — (6 ) — Net periodic benefit cost $ 115 $ 109 $ 334 $ 312 Other Postretirement Benefits: Service cost $ 3 $ 3 $ 9 $ 9 Interest cost 14 14 41 38 Amortization of prior service credit — (1 ) — (2 ) Amortization of net gain (2 ) (1 ) (5 ) (5 ) Net periodic benefit cost $ 15 $ 15 $ 45 $ 40 1. The 2017 impact relates to the curtailment and settlement of a pension plan in South Korea. The Company's funding policy is to contribute to defined benefit pension plans in the United States and a number of other countries when pension laws and/or economics either require or encourage funding. In the second quarter of 2017, the Company increased its estimate and expects to contribute approximately $520 million to its pension plans in 2017. The provisions of a U.S. non-qualified pension plan require the payment of plan obligations to certain participants upon a change in control of the Company, which occurred when the Company 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 the Company to purchase an annuity on their behalf. In the fourth quarter of 2017, the Company 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, the Company 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 | |
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION A summary of the Company's stock-based compensation plans can be found in Note 21 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Employee Stock Purchase Plan The Company 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 common stock of the Company valued at up to 10 percent of their annual base salary. The value is 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 Executive 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 the Company'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. Stock Incentive Plan The Company also grants stock-based compensation to employees and non-employee directors under The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Plan"). Most of the Company'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 , the Company 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, the Company 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. Dow and DuPont did not merge their stock-based compensation plans as a result of the Merger. The Dow and DuPont stock-based compensation plans were assumed by DowDuPont and continue in place with the ability to grant and issue DowDuPont common stock. A summary of performance deferred stock awards converted into deferred stock awards is provided in the following tables: Performance Deferred Stock Shares 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 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. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments Disclosure [Text Block] | FINANCIAL INSTRUMENTS A summary of the Company's financial instruments, risk management policies, derivative instruments and hedging activities can be found in Note 11 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . If applicable, updates have been included in the respective section below. 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 marketable securities and other investments $ 1,396 $ 49 $ (37 ) $ 1,408 $ 1,888 $ 138 $ (67 ) $ 1,959 Long-term debt including debt due within one year 2 $ (20,582 ) $ — $ (2,175 ) $ (22,757 ) $ (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 $ — $ 55 $ (132 ) $ (77 ) $ — $ 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 hedge adjustments of $12 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 The Company’s investments in marketable securities are primarily classified as available-for-sale. The following table provides the investing results from available-for-sale securities for the nine -month periods ended September 30, 2017 and 2016 : Investing Results Nine Months Ended In millions Sep 30, Sep 30, 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 $3,239 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. 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 $108 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 2016 restructuring charge. The Company's impairment analysis resulted in no reduction in the cost basis of these investments for the nine -month period ended September 30, 2017 ( no reduction, other than the restructuring charge, for the nine -month period ended September 30, 2016 ). Repurchase and Reverse Repurchase Agreement Transactions The Company 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 the Company’s results. There were no repurchase or reverse repurchase agreements outstanding at September 30, 2017 and December 31, 2016. Subsequent to September 30, 2017, the Company 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 Dow’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 hedging transactions, 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. A secondary objective is to add value by creating additional nonspecific exposures within established limits and policies; derivatives used for this purpose are not designated as hedges. The potential impact of creating such additional exposures is not material to the Company’s results. 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 at all times, using value-at-risk and stress tests. 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. It is the Company’s policy to not have credit risk-related contingent features in its derivative instruments. No significant concentration of counterparty credit risk existed at September 30, 2017 . The Company does not anticipate losses from credit risk, and the net cash requirements arising from counterparty risk associated with risk management activities are not expected to be material in 2017 . The Company revises its strategies as market conditions dictate and management reviews its overall financial strategies and the impacts from using derivatives in its risk management program with the Company’s Board of Directors. The notional amounts of the company's derivative instruments were as follows: Notional Amounts Sep 30, Dec 31, 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 $ 26,139 $ 12,388 Commodity Gross Aggregate Notionals Sep 30, Dec 31, 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 million 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 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 The Company’s global operations require active participation in foreign exchange markets. The Company 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 value of the Company’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. 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. Derivatives Not Designated in Hedging Relationships Foreign Currency Contracts The Company also uses foreign exchange forward contracts, options and cross-currency swaps that are not designated as hedging instruments primarily to manage foreign currency exposure. 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 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 “Accumulated other comprehensive loss” (“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. The Company 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. The Company 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). The Company 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 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, the Company 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 derivatives of $5 million . At September 30, 2017 and December 31, 2016, the Company had no open interest rate swaps designated as fair value hedges of underlying fixed rate debt obligations. Subsequent to September 30, 2017, the Company entered into interest rate swaps with a gross notional US Dollar equivalent of $770 million designated as a fair value hedge of underlying fixed rate debt obligations. Net Foreign Investment Hedges 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. The Company 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, the Company 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 the Company’s net investment in foreign operations included in “Cumulative Translation Adjustments” in AOCL was a net loss after-tax of $69 million at September 30, 2017 (net gain after-tax of $1 million 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 fair value and gross balance sheet classification of derivative instruments at September 30, 2017 and December 31, 2016 : Fair Value of Derivative Instruments Sep 30, 2017 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting Net Amounts Included in the Consolidated Balance Sheets 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 $ 138 $ (89 ) $ 49 Commodity contracts Other current assets 70 (3 ) 67 Commodity contracts Deferred charges and other assets 11 (2 ) 9 Total $ 219 $ (94 ) $ 125 Total asset derivatives $ 341 $ (162 ) $ 179 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 $ 148 $ (88 ) $ 60 Commodity contracts Accrued and other current liabilities 66 (2 ) 64 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 216 $ (92 ) $ 124 Total liability derivatives $ 577 $ (164 ) $ 413 1. Updated to conform with current year presentation. Fair Value of Derivative Instruments Dec 31, 2016 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting Net Amounts Included in the Consolidated Balance Sheets 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 Other current assets $ 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 to current year presentation. 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, Sep 30, Sep 30, Sep 30, Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 2 $ — Interest expense and amortization of debt discount Cash flow hedges: Interest rate swaps 1 1 1 1 Interest expense and amortization of debt discount 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 $ — $ — $ (118 ) $ (21 ) Sundry income (expense) - net Commodity contracts — — 19 (4 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (99 ) $ (25 ) Total derivatives $ (3 ) $ (20 ) $ (108 ) $ (22 ) 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, Sep 30, Sep 30, Sep 30, Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 5 $ — Interest expense and amortization of debt discount Cash flow hedges: Interest rate swaps 5 1 3 3 Interest expense and amortization of debt discount 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 $ — $ — $ (277 ) $ (53 ) Sundry income (expense) - net Commodity contracts — — 5 (12 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (272 ) $ (65 ) Total derivatives $ (108 ) $ (3 ) $ (266 ) $ (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 three- and nine-month periods ended September 30, 2017 and 2016, there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. |
FAIR VALUE MEASUREMENTS FAIR VA
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE MEASUREMENTS A summary of the Company's recurring and nonrecurring fair value measurements can be found in Note 12 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 . If applicable, updates have been included in the respective section below. 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 In millions Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets at fair value: Cash equivalents 1 $ — $ 4,696 $ — $ 4,696 Interests in trade accounts receivable conduits 2 — — 1,839 1,839 Equity securities 3 94 51 — 145 Debt securities: 3 Government debt 4 — 603 — 603 Corporate bonds — 660 — 660 Derivatives relating to: 5 Commodities 41 99 — 140 Foreign currency — 201 — 201 Total assets at fair value $ 135 $ 6,310 $ 1,839 $ 8,284 Liabilities at fair value: Long-term debt 6 $ — $ 22,757 $ — $ 22,757 Derivatives relating to: 5 Interest rates — 4 — 4 Commodities 22 274 — 296 Foreign currency — 277 — 277 Total liabilities at fair value $ 22 $ 23,312 $ — $ 23,334 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. Basis of Fair Value Measurements on a Recurring Basis at December 31, 2016 In millions Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total 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. 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 2016 : Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits 1 Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, 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 Disclosure [Text Block] | VARIABLE INTEREST ENTITIES A complete description of the Company's variable interest entities ("VIEs") can be found in Note 20 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . 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 the consolidated VIEs' 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, Dec 31, 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 . In addition, the carrying amounts of assets and liabilities included in the Company’s consolidated balance sheets pertaining to an entity created to monetize accounts receivable of select European entities 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. Nonconsolidated VIEs The following table summarizes the carrying amounts of assets and liabilities included in the consolidated balance sheets at September 30, 2017 and December 31, 2016 related to variable interests in joint ventures or entities for which the Company is not the primary beneficiary. The Company's maximum exposure to loss is the same as the carrying amounts, unless otherwise noted below. Carrying Amounts of Assets and Liabilities Related to Nonconsolidated VIEs Sep 30, Dec 31, In millions Description of asset or liability Hemlock Semiconductor L.L.C. Equity method investment 1 $ (850 ) $ (902 ) Silicon joint ventures Equity method investments 2 $ 97 $ 96 Crude acrylic acid joint venture Equity method investment 2 $ 160 $ 171 AgroFresh Solutions, Inc 3 Equity method investment 2 $ 44 $ 46 Other receivable 4 $ 4 $ 12 Receivable for warrants 4 $ — $ 1 1. 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 ). 2. Classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets. 3. On April 4, 2017, the Company and AgroFresh Solutions, Inc ("AFSI") revised certain agreements related to the divestiture of the AgroFresh business, including termination of the agreement related to Dow's receivable for six million warrants. The Company 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. 4. Classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. |
BUSINESS AND GEOGRAPHIC AREAS
BUSINESS AND GEOGRAPHIC AREAS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS AND GEOGRAPHIC AREAS | BUSINESS AND GEOGRAPHIC AREAS Effective with the Merger, Dow’s business activities are components of its parent company’s business operations. Dow’s business activities, including the assessment of performance and allocation of resources, will be reviewed and managed by DowDuPont. Information used by the chief operating decision maker of Dow relates to the Company in its entirety. Accordingly, there are no separate reportable business segments for the Company under ASC Topic 280 “Segment Reporting” and the Company’s business results are reported in this Form 10-Q as a single operating segment. Prior to the Merger, the Company was managed through five operating segments: Agricultural Sciences, Consumer Solutions, Infrastructure Solutions, Performance Materials & Chemicals and Performance Plastics. 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 Europe, Middle East and Africa ("EMEA")) and aligned Puerto Rico to the United States (previously reported in Latin America). Sales by geographic area will be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. See Note 3 for additional information on the Merger. |
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 the 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, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 783 $ 804 $ 2,992 $ 4,266 Preferred stock dividends (1) — (85 ) — (255 ) Net income attributable to participating securities (2) (6 ) (18 ) (10 ) (19 ) Net income attributable to common stockholders $ 777 $ 701 $ 2,982 $ 3,992 Earnings Per Share Calculations - Basic Three Months Ended Nine Months Ended Dollars per share Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 0.73 $ 3.86 Preferred stock dividends (1) (0.07 ) (0.23 ) Net income attributable to participating securities (2) (0.02 ) (0.02 ) Net income attributable to common stockholders $ 0.64 $ 3.61 Net Income for Earnings Per Share Calculations - Diluted Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 783 $ 804 $ 2,992 $ 4,266 Preferred stock dividends (1) — — — — Net income attributable to participating securities (2) (6 ) (18 ) (10 ) (19 ) Net income attributable to common stockholders $ 777 $ 786 $ 2,982 $ 4,247 Earnings Per Share Calculations - Diluted Three Months Ended Nine Months Ended Dollars per share Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 0.72 $ 3.50 Preferred stock dividends (1) — — Net income attributable to participating securities (2) (0.02 ) (0.01 ) Net income attributable to common stockholders $ 0.70 $ 3.49 Share Count Information Three Months Ended Nine Months Ended Shares in millions Sep 30, Sep 30, Sep 30, Sep 30, Weighted-average common shares - basic — 1,112.4 — 1,108.8 Plus dilutive effect of stock options and awards — (81.8 ) — 14.8 Plus dilutive effect of preferred stock (1) N/A 96.8 N/A 96.8 Weighted-average common shares - diluted — 1,127.4 — 1,220.4 Stock options and deferred stock awards excluded from EPS calculations (3) 2.2 3.0 1.7 3.7 (1) On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. (2) Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares. (3) 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. |
CONSOLIDATED FINANCIAL STATEM30
CONSOLIDATED FINANCIAL STATEMENTS Accounting Standards Update 2016-09 (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 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 ) |
CONSOLIDATED FINANCIAL STATEM31
CONSOLIDATED FINANCIAL STATEMENTS Summary of Changes in Financial Statement Presentation as a Result of Merger with DuPont (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 presentation that will be adopted for DowDuPont. 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 year's 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, Sep 30, Sep 30, Sep 30, 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 ) |
Acquisitions and Divestitures32
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Global Ethylene Acrylic Acid Copolymers and Ionomers [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | EAA Copolymers and Ionomers Assets and Liabilities Divested on Sep 1, 2017 In millions Current assets $ 34 Net property 12 Goodwill 23 Net carrying value divested $ 69 |
Restructuring and Asset Relat33
Restructuring and Asset Related Charges - Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
2016 Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the activities related to the Company'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 Costs Associated with Exit and Disposal Activities Total In millions Reserve balance at Dec 31, 2016 $ 201 $ 27 $ 228 Cash payments (59 ) — (59 ) Reserve balance at Mar 31, 2017 $ 142 $ 27 $ 169 Adjustments to the reserve 1 — (3 ) (3 ) Cash payments (51 ) — (51 ) Reserve balance at Jun 30, 2017 $ 91 $ 24 $ 115 Cash payments (31 ) — (31 ) Reserve balance at Sep 30, 2017 $ 60 $ 24 $ 84 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. |
2015 Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | 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, Sep 30, Sep 30, Sep 30, Severance and related benefit credits $ — $ — $ (9 ) $ — Asset related credits and other $ — $ (1 ) $ — $ (3 ) Costs (credits) associated with exit and disposal activities $ — $ 1 $ (1 ) $ 6 1. Included in "Restructuring and asset related charges - net" in the consolidated statements of income. |
SUPPLEMENTARY INFORMATION SUP34
SUPPLEMENTARY INFORMATION SUPPLEMENTARY INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | 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, Sep 30, Sep 30, Sep 30, Gain on divestiture of the EAA copolymers and ionomers business 1 $ 227 $ — $ 227 $ — Foreign exchange losses $ (5 ) $ (37 ) $ (61 ) $ (102 ) Interest income $ 27 $ 26 $ 74 $ 64 Gain on sales of other assets and investments $ 10 $ 45 $ 147 $ 130 Gain related to Nova patent infringement award 2 $ — $ — $ 137 $ — Loss related to Bayer CropScience arbitration matter 2 $ — $ — $ (469 ) $ — Gain on ownership restructure of Dow Corning 1 $ — $ — $ — $ 2,445 Settlement of urethane matters class action lawsuit and opt-out cases 2 $ — $ — $ — $ (1,235 ) Obligation related to the split-off of the chlorine value chain $ — $ (33 ) $ — $ (33 ) 1. See Note 4 for additional information. 2. See Note 13 for additional information. |
Schedule of Accrued Liabilities [Table Text Block] | 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 $ 1,005 $ 1,105 Employee retirement plans 1 $ 1,150 $ 364 1. See Note 16 for additional information. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | The following table provides a breakdown of inventories: Inventories Sep 30, 2017 Dec 31, 2016 In millions Finished goods $ 4,966 $ 4,230 Work in process 1,911 1,510 Raw materials 977 853 Supplies 875 823 Total $ 8,729 $ 7,416 Adjustment of inventories to a LIFO basis (252 ) (53 ) Total inventories $ 8,477 $ 7,363 |
PROPERTIES Property (Tables)
PROPERTIES Property (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property | Property 1 Estimated Useful Lives (Years) Sep 30, 2017 Dec 31, 2016 In millions Land and land improvements 0-25 $ 2,538 $ 2,524 Buildings 5-50 5,831 5,935 Machinery and equipment 3-25 40,615 38,499 Other property 3-50 5,218 4,380 Construction in progress — 6,002 6,100 Total property $ 60,204 $ 57,438 |
GOODWILL AND OTHER INTANGIBLE37
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table shows the carrying amount of goodwill: Goodwill In millions Net goodwill at Dec 31, 2016 $ 15,272 Sale of SKC Haas Display Films 1 (34 ) Divestiture of EAA Copolymers and Ionomers business 2 (23 ) Foreign currency impact 271 Other (1 ) Net goodwill at Sep 30, 2017 $ 15,485 |
Schedule of 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 $ 3,259 $ (1,594 ) $ 1,665 $ 3,254 $ (1,383 ) $ 1,871 Software 1,398 (759 ) 639 1,336 (696 ) 640 Trademarks/tradenames 697 (552 ) 145 696 (503 ) 193 Customer-related 4,995 (1,844 ) 3,151 4,806 (1,567 ) 3,239 Other 243 (152 ) 91 168 (146 ) 22 Total other intangible assets with finite lives $ 10,592 $ (4,901 ) $ 5,691 $ 10,260 $ (4,295 ) $ 5,965 In-process research and development ("IPR&D") 61 — 61 61 — 61 Total other intangible assets $ 10,653 $ (4,901 ) $ 5,752 $ 10,321 $ (4,295 ) $ 6,026 |
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 $ 155 $ 162 $ 467 $ 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 $ 727 2018 $ 735 2019 $ 659 2020 $ 621 2021 $ 587 2022 $ 516 |
TRANSFERS OF FINANCIAL ASSETS (
TRANSFERS OF FINANCIAL ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table Text Block] | The following table summarizes the carrying value of interests held, which represents the Company'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, Dec 31, 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 |
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Table Text Block] | Following is an analysis of certain cash flows between the Company and the conduits: Cash Proceeds Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, 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 Quantitative Information about Derecognized Securitized or Asset-backed Financing Arrangement Assets and any Other Financial Assets Managed Together [Table Text Block] | Following is additional information related to the sale of receivables under these facilities: Trade Accounts Receivable Sold Sep 30, Dec 31, In millions Delinquencies on sold receivables still outstanding $ 128 $ 86 Trade accounts receivable outstanding and derecognized $ 2,865 $ 2,257 |
NOTES PAYABLE, LONG-TERM DEBT39
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | Notes Payable Sep 30, Dec 31, In millions Commercial paper $ 249 $ — Notes payable to banks and other lenders 293 225 Notes payable to related companies 42 44 Notes payable trade — 3 Total notes payable $ 584 $ 272 Period-end average interest rates 4.12 % 4.60 % |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-Term Debt 2017 Average Rate Sep 30, 2016 Average Rate Dec 31, In millions Promissory notes and debentures: Final maturity 2017 9.80 % $ 3 6.06 % $ 442 Final maturity 2018 5.78 % 339 5.78 % 339 Final maturity 2019 8.55 % 2,122 8.55 % 2,122 Final maturity 2020 4.46 % 1,547 4.46 % 1,547 Final maturity 2021 4.71 % 1,424 4.72 % 1,424 Final maturity 2022 3.00 % 1,252 3.00 % 1,250 Final maturity 2023 and thereafter 5.99 % 7,188 5.98 % 7,199 Other facilities: U.S. dollar loans, various rates and maturities 2.26 % 4,580 1.60 % 4,595 Foreign currency loans, various rates and maturities 3.12 % 862 3.42 % 882 Medium-term notes, varying maturities through 2025 3.86 % 995 3.82 % 1,026 Tax-exempt bonds, varying maturities through 2038 5.66 % 343 5.66 % 343 Capital lease obligations — 281 — 295 Unamortized debt discount and issuance costs — (354 ) — (373 ) Long-term debt due within one year 1 — (578 ) — (635 ) Long-term debt — $ 20,004 — $ 20,456 1. Presented net of current portion of unamortized debt issuance costs. |
Schedule of Maturities of Long-term Debt [Table Text Block] | Maturities of Long-Term Debt For Next Five Years at Sep 30, 2017 1 In millions 2017 $ 78 2018 $ 752 2019 $ 6,934 2020 $ 1,831 2021 $ 1,561 2022 $ 1,497 1. Assumes the option to extend a term loan facility related to the DCC Transaction will be exercised. |
Schedule of Line of Credit Facilities [Table Text Block] | The following table summarizes the Company's credit facilities: Committed and Available Credit Facilities at Sep 30, 2017 In millions Effective Date Committed Credit Credit Available Maturity Date Interest Five Year Competitive Advance and Revolving Credit Facility March 2015 $ 5,000 $ 5,000 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2018 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 280 280 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 100 100 March 2020 Floating rate Bilateral Revolving Credit Facility August 2015 200 200 March 2020 Floating rate Bilateral Revolving Credit Facility May 2016 200 200 May 2018 Floating rate Bilateral Revolving Credit Facility July 2016 200 200 July 2018 Floating rate Bilateral Revolving Credit Facility August 2016 100 100 August 2018 Floating rate DCC Term Loan Facility February 2016 4,500 — December 2019 Floating rate Total Committed and Available Credit Facilities $ 10,880 $ 6,380 |
COMMITMENTS AND CONTINGENT LI40
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Table of Guarantees by Type | Guarantees Sep 30, 2017 Dec 31, 2016 In millions Final Expiration Maximum Future Payments Recorded Liability Final Expiration Maximum Future Payments Recorded Liability Guarantees 2021 $ 4,773 $ 59 2021 $ 5,096 $ 86 Residual value guarantees 2027 1,040 136 2027 947 134 Total guarantees $ 5,813 $ 195 $ 6,043 $ 220 |
ACCUMULATED OTHER COMPREHENSI41
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Comprehensive Loss [Table Text Block] | 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 In millions Three Months Ended Nine Months Ended Consolidated Statements of Income Classification 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." 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. See Note 16 for additional information. In the nine months ended September 30, 2016, $360 million was included in “Sundry income (expense) - net” ( zero impact to "Provision for income taxes") related to the DCC transaction. See Note 4 for additional information. 5. "Cost of sales" and "Sundry income (expense) - net." |
NONCONTROLLING INTERESTS Nonc42
NONCONTROLLING INTERESTS Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests [Table Text Block] | The following table summarizes the activity for equity attributable to noncontrolling interests for the three - and nine -month periods ended September 30, 2017 and 2016 : Noncontrolling Interests Three Months Ended Nine Months Ended In millions Sep 30, 2017 Sep 30, 2016 Sep 30, 2017 Sep 30, 2016 Balance at beginning of period $ 1,168 $ 1,298 $ 1,242 $ 809 Net income attributable to noncontrolling interests 22 14 87 54 Distributions to noncontrolling interests 1 (7 ) (19 ) (55 ) (71 ) Acquisition of noncontrolling interests 2 — — — 473 Deconsolidation of noncontrolling interests 3 — — (119 ) — Cumulative translation adjustments 5 21 33 48 Other 1 — 1 1 Balance at end of period $ 1,189 $ 1,314 $ 1,189 $ 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. On June 30, 2017, the Company sold its ownership interest in the SKC Haas Display Films group of companies. See Note 10 for additional information. |
PENSION PLANS AND OTHER POSTR43
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | The following table provides the components of the Company's net periodic benefit cost for all significant plans: Net Periodic Benefit Cost for All Significant Plans Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Defined Benefit Pension Plans: Service cost $ 127 $ 122 $ 378 $ 337 Interest cost 221 222 660 626 Expected return on plan assets (388 ) (376 ) (1,156 ) (1,074 ) Amortization of prior service credit (6 ) (6 ) (18 ) (18 ) Amortization of net loss 161 147 476 441 Curtailment/settlement 1 — — (6 ) — Net periodic benefit cost $ 115 $ 109 $ 334 $ 312 Other Postretirement Benefits: Service cost $ 3 $ 3 $ 9 $ 9 Interest cost 14 14 41 38 Amortization of prior service credit — (1 ) — (2 ) Amortization of net gain (2 ) (1 ) (5 ) (5 ) Net periodic benefit cost $ 15 $ 15 $ 45 $ 40 1. The 2017 impact relates to the curtailment and settlement of a pension plan in South Korea. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Nonvested Share Activity [Table Text Block] | Deferred Stock Shares 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 |
Performance Deferred Compensation [Member] | |
Schedule of Nonvested Share Activity [Table Text Block] | Performance Deferred Stock Shares 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 — |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
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 marketable securities and other investments $ 1,396 $ 49 $ (37 ) $ 1,408 $ 1,888 $ 138 $ (67 ) $ 1,959 Long-term debt including debt due within one year 2 $ (20,582 ) $ — $ (2,175 ) $ (22,757 ) $ (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 $ — $ 55 $ (132 ) $ (77 ) $ — $ 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 hedge adjustments of $12 million at September 30, 2017 and $18 million at December 31, 2016 . 3. Presented net of cash collateral |
Investing Results | The following table provides the investing results from available-for-sale securities for the nine -month periods ended September 30, 2017 and 2016 : Investing Results Nine Months Ended In millions Sep 30, Sep 30, Proceeds from sales of available-for-sale securities $ 1,047 $ 418 Gross realized gains $ 153 $ 34 Gross realized losses $ (10 ) $ (2 ) |
Contractual Maturities of Debt Securities | 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 of Outstanding Derivative Positions [Table Text Block] | The notional amounts of the company's derivative instruments were as follows: Notional Amounts Sep 30, Dec 31, 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 $ 26,139 $ 12,388 Commodity Gross Aggregate Notionals Sep 30, Dec 31, 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 million 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 |
Schedule Fair Values of Derivative Instruments | The following tables provide the fair value and gross balance sheet classification of derivative instruments at September 30, 2017 and December 31, 2016 : Fair Value of Derivative Instruments Sep 30, 2017 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting Net Amounts Included in the Consolidated Balance Sheets 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 $ 138 $ (89 ) $ 49 Commodity contracts Other current assets 70 (3 ) 67 Commodity contracts Deferred charges and other assets 11 (2 ) 9 Total $ 219 $ (94 ) $ 125 Total asset derivatives $ 341 $ (162 ) $ 179 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 $ 148 $ (88 ) $ 60 Commodity contracts Accrued and other current liabilities 66 (2 ) 64 Commodity contracts Other noncurrent obligations 2 (2 ) — Total $ 216 $ (92 ) $ 124 Total liability derivatives $ 577 $ (164 ) $ 413 1. Updated to conform with current year presentation. Fair Value of Derivative Instruments Dec 31, 2016 In millions Balance Sheet Classification 1 Gross Counterparty and Cash Collateral Netting Net Amounts Included in the Consolidated Balance Sheets 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 Other current assets $ 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 to current year presentation. |
Derivative Instruments, Gain (Loss) [Table Text Block] | 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, Sep 30, Sep 30, Sep 30, Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 2 $ — Interest expense and amortization of debt discount Cash flow hedges: Interest rate swaps 1 1 1 1 Interest expense and amortization of debt discount 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 $ — $ — $ (118 ) $ (21 ) Sundry income (expense) - net Commodity contracts — — 19 (4 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (99 ) $ (25 ) Total derivatives $ (3 ) $ (20 ) $ (108 ) $ (22 ) 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, Sep 30, Sep 30, Sep 30, Income Statement Classification Derivatives designated as hedging instruments: Fair value hedges: Interest rate swaps $ — $ — $ 5 $ — Interest expense and amortization of debt discount Cash flow hedges: Interest rate swaps 5 1 3 3 Interest expense and amortization of debt discount 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 $ — $ — $ (277 ) $ (53 ) Sundry income (expense) - net Commodity contracts — — 5 (12 ) Cost of sales Total derivatives not designated as hedging instruments $ — $ — $ (272 ) $ (65 ) Total derivatives $ (108 ) $ (3 ) $ (266 ) $ (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 three- and nine-month periods ended September 30, 2017 and 2016, there was no material ineffectiveness with regard to the Company's cash flow hedges. 3. Pretax amounts. |
FAIR VALUE MEASUREMENTS FAIR 46
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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 In millions Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets at fair value: Cash equivalents 1 $ — $ 4,696 $ — $ 4,696 Interests in trade accounts receivable conduits 2 — — 1,839 1,839 Equity securities 3 94 51 — 145 Debt securities: 3 Government debt 4 — 603 — 603 Corporate bonds — 660 — 660 Derivatives relating to: 5 Commodities 41 99 — 140 Foreign currency — 201 — 201 Total assets at fair value $ 135 $ 6,310 $ 1,839 $ 8,284 Liabilities at fair value: Long-term debt 6 $ — $ 22,757 $ — $ 22,757 Derivatives relating to: 5 Interest rates — 4 — 4 Commodities 22 274 — 296 Foreign currency — 277 — 277 Total liabilities at fair value $ 22 $ 23,312 $ — $ 23,334 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. Basis of Fair Value Measurements on a Recurring Basis at December 31, 2016 In millions Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total 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. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 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 2016 : Fair Value Measurements Using Level 3 Inputs for Interests Held in Trade Receivable Conduits 1 Three Months Ended Nine Months Ended Sep 30, Sep 30, Sep 30, Sep 30, 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 | |
Variable Interest Entity [Line Items] | |
Schedule of Variable Interest Entities [Table Text Block] | The Company's maximum exposure to loss is the same as the carrying amounts, unless otherwise noted below. Carrying Amounts of Assets and Liabilities Related to Nonconsolidated VIEs Sep 30, Dec 31, In millions Description of asset or liability Hemlock Semiconductor L.L.C. Equity method investment 1 $ (850 ) $ (902 ) Silicon joint ventures Equity method investments 2 $ 97 $ 96 Crude acrylic acid joint venture Equity method investment 2 $ 160 $ 171 AgroFresh Solutions, Inc 3 Equity method investment 2 $ 44 $ 46 Other receivable 4 $ 4 $ 12 Receivable for warrants 4 $ — $ 1 1. 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 ). 2. Classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets. 3. On April 4, 2017, the Company and AgroFresh Solutions, Inc ("AFSI") revised certain agreements related to the divestiture of the AgroFresh business, including termination of the agreement related to Dow's receivable for six million warrants. The Company 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. 4. Classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. |
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | |
Variable Interest Entity [Line Items] | |
Schedule of Variable Interest Entities [Table Text Block] | The following table summarizes the carrying amounts of the consolidated VIEs' 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, Dec 31, 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 . |
EARNINGS PER SHARE CALCULATIO48
EARNINGS PER SHARE CALCULATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following tables provide the 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, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 783 $ 804 $ 2,992 $ 4,266 Preferred stock dividends (1) — (85 ) — (255 ) Net income attributable to participating securities (2) (6 ) (18 ) (10 ) (19 ) Net income attributable to common stockholders $ 777 $ 701 $ 2,982 $ 3,992 Earnings Per Share Calculations - Basic Three Months Ended Nine Months Ended Dollars per share Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 0.73 $ 3.86 Preferred stock dividends (1) (0.07 ) (0.23 ) Net income attributable to participating securities (2) (0.02 ) (0.02 ) Net income attributable to common stockholders $ 0.64 $ 3.61 Net Income for Earnings Per Share Calculations - Diluted Three Months Ended Nine Months Ended In millions Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 783 $ 804 $ 2,992 $ 4,266 Preferred stock dividends (1) — — — — Net income attributable to participating securities (2) (6 ) (18 ) (10 ) (19 ) Net income attributable to common stockholders $ 777 $ 786 $ 2,982 $ 4,247 Earnings Per Share Calculations - Diluted Three Months Ended Nine Months Ended Dollars per share Sep 30, Sep 30, Sep 30, Sep 30, Net income attributable to The Dow Chemical Company $ 0.72 $ 3.50 Preferred stock dividends (1) — — Net income attributable to participating securities (2) (0.02 ) (0.01 ) Net income attributable to common stockholders $ 0.70 $ 3.49 Share Count Information Three Months Ended Nine Months Ended Shares in millions Sep 30, Sep 30, Sep 30, Sep 30, Weighted-average common shares - basic — 1,112.4 — 1,108.8 Plus dilutive effect of stock options and awards — (81.8 ) — 14.8 Plus dilutive effect of preferred stock (1) N/A 96.8 N/A 96.8 Weighted-average common shares - diluted — 1,127.4 — 1,220.4 Stock options and deferred stock awards excluded from EPS calculations (3) 2.2 3.0 1.7 3.7 (1) On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. (2) Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares. (3) 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. |
CONSOLIDATED FINANCIAL STATEM49
CONSOLIDATED FINANCIAL STATEMENTS Accounting Standards Update 2016-09 (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other assets and liabilities - net | $ 233 | $ (331) |
Cash provided by operating activities | 4,779 | 3,719 |
Employee taxes paid for share-based payment arrangements | (89) | (65) |
Cash used in financing activities | $ (1,509) | (2,792) |
Scenario, Previously Reported [Member] | ||
Other assets and liabilities - net | (520) | |
Accounting Standards Update 2016-09 [Member] | ||
Excess tax benefits from share-based payment arrangements | 0 | |
Other assets and liabilities - net | (520) | |
Cash provided by operating activities | 3,719 | |
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) | |
Accounting Standards Update 2016-09 [Member] | Scenario, Previously Reported [Member] | ||
Excess tax benefits from share-based payment arrangements | (39) | |
Other assets and liabilities - net | (455) | |
Cash provided by operating activities | 3,615 | |
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) |
CONSOLIDATED FINANCIAL STATEM50
CONSOLIDATED FINANCIAL STATEMENTS Reclassifications as a Result of the Merger with DuPont (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 | |
Business Acquisition [Line Items] | |||||
Cost of sales | $ 10,666 | $ 9,840 | $ 31,626 | $ 27,066 | |
Selling, general and administrative expenses | 723 | 738 | 2,201 | 2,166 | |
Integration and separation costs | 127 | 228 | |||
Sundry income (expense) - net | 268 | 22 | 144 | 1,369 | |
Interest income | 27 | 0 | 74 | 0 | |
Accounts and notes receivable - Other | $ 4,312 | ||||
Other current assets | 773 | 773 | 711 | ||
Other | 2,988 | 2,988 | 2,097 | ||
Dividends payable | 0 | ||||
Accrued and other current liabilities | $ 5,373 | 5,373 | 4,481 | ||
Net periodic pension benefit cost | 334 | 312 | |||
Net gain on sales of assets, businesses and investments | (474) | (179) | |||
Net gain on sales of investments | 0 | ||||
Net gain on sales of property, businesses and consolidated companies | 0 | ||||
Other net loss | 296 | 300 | |||
Accounts payable | 1,207 | 1,031 | |||
Other assets and liabilities - net 1 | 233 | (331) | |||
Transaction financing, debt issuance and other costs | 0 | ||||
Other financing activities - net | 0 | (2) | |||
Dividend equivalents on participating securities | 0 | ||||
Stockholders' Equity, Other | $ (23) | (21) | |||
Scenario, Previously Reported [Member] | |||||
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 | |||
Accounts and notes receivable - Other | 4,358 | ||||
Other current assets | 665 | ||||
Other | 2,401 | ||||
Dividends payable | 508 | ||||
Accrued and other current liabilities | $ 3,669 | ||||
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 1 | (520) | ||||
Transaction financing, debt issuance and other costs | (2) | ||||
Other financing activities - net | 0 | ||||
Dividend equivalents on participating securities | (21) | ||||
Stockholders' Equity, Other | $ 0 |
CONSOLIDATED FINANCIAL STATEM51
CONSOLIDATED FINANCIAL STATEMENTS Other (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Common Stock, Dividends, Per Share, Declared | $ 1.38 | $ 1.38 |
MERGER WITH DUPONT (Details)
MERGER WITH DUPONT (Details) $ / shares in Units, $ in Millions | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Aug. 31, 2017mo$ / sharesshares | Aug. 30, 2017$ / shares | Dec. 31, 2016$ / sharesshares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | ||
Common Stock, Shares, Issued | shares | 100 | 100 | 1,242,794,836 | ||
Planned Merger with DuPont, Maximum one-year loss of revenues to Dow for DuPont's proposed transaction with FMC | $ 350 | ||||
Planned Merger with DuPont, expected number of months for completion of intended spins | mo | 18 | ||||
Dow [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 2.50 | ||||
DowDuPont [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | ||||
Common Stock, Shares, Issued | shares | 100 | ||||
Treasury Stock [Member] | |||||
Stock Repurchased and Retired During Period, Value | $ 935 | ||||
Common Stock [Member] | |||||
Stock Repurchased and Retired During Period, Value | (3,107) | ||||
Additional Paid-in Capital [Member] | |||||
Stock Repurchased and Retired During Period, Value | $ 2,172 |
Acquisitions and Divestitures D
Acquisitions and Divestitures Divestiture (EAA Copolymers) (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - Global Ethylene Acrylic Acid Copolymers and Ionomers [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 01, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Current assets | $ 34 | ||||
Net property | 12 | ||||
Goodwill | 23 | ||||
Net carrying value divested | 69 | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 296 | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 227 | $ 0 | $ 227 | $ 0 |
Acquisitions and Divestitures54
Acquisitions and Divestitures Divestiture (Dow Brazil Corn Seed Business) (Details) $ in Millions | Sep. 30, 2017USD ($) |
Dow AgroSciences' Corn Seed Business [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 1,100 |
Acquisitions and Divestitures A
Acquisitions and Divestitures Acquisitions (Dow Corning) (Details) - USD ($) $ in Millions | Jun. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | May 31, 2016 |
Business Acquisition [Line Items] | ||||
Net gain on step acquisition of nonconsolidated affiliate | $ 0 | $ 2,445 | ||
Dow Corning Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||
Net gain on step acquisition of nonconsolidated affiliate | $ 2,445 | |||
Deferred Other Tax Expense (Benefit) | $ (141) | |||
Dow Corning Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 50.00% | |||
Corning Incorporated [Member] | SplitCo [Member] | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
2017 DWDP Cost Synergy Program
2017 DWDP Cost Synergy Program (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 01, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring, Settlement and Impairment Provisions | $ 139 | $ 0 | $ 126 | $ 452 | ||
Employee Severance [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring, Settlement and Impairment Provisions | 139 | |||||
Payments for Restructuring | 19 | |||||
Restructuring Reserve | $ 120 | $ 120 | ||||
Subsequent Event [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | $ 1,300 | |||||
Minimum [Member] | Subsequent Event [Member] | Employee Severance [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | 525 | |||||
Minimum [Member] | Subsequent Event [Member] | Impairment of Long-Lived Assets and Other Assets [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | 400 | |||||
Minimum [Member] | Subsequent Event [Member] | Costs Associated with Exit and Disposal Activities [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | 290 | |||||
Maximum [Member] | Subsequent Event [Member] | Employee Severance [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | 575 | |||||
Maximum [Member] | Subsequent Event [Member] | Impairment of Long-Lived Assets and Other Assets [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | 440 | |||||
Maximum [Member] | Subsequent Event [Member] | Costs Associated with Exit and Disposal Activities [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and Related Cost, Expected Cost | $ 310 | |||||
Scenario, Forecast [Member] | 2017 DWDP Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring, Settlement and Impairment Provisions | $ 900 |
Restructuring and Asset Relat57
Restructuring and Asset Related Charges - Net - 2016 Plan $ in Millions | Jun. 27, 2016employees | Sep. 30, 2017USD ($)employees | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2017USD ($)employees | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)employees |
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring, Settlement and Impairment Provisions | $ 139 | $ 0 | $ 126 | $ 452 | |||||
2016 Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employees | 2,500 | ||||||||
Restructuring, Settlement and Impairment Provisions | $ 449 | ||||||||
Restructuring Reserve | 84 | $ 115 | $ 169 | 84 | $ 228 | ||||
Payments for Restructuring | 31 | 51 | 59 | ||||||
Restructuring Reserve, Accrual Adjustment | (3) | ||||||||
Employee Severance [Member] | 2016 Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring, Settlement and Impairment Provisions | 268 | ||||||||
Restructuring Reserve | 60 | 91 | 142 | 60 | 201 | ||||
Payments for Restructuring | $ 31 | 51 | 59 | $ 141 | $ 67 | ||||
Restructuring Reserve, Accrual Adjustment | 0 | ||||||||
Restructuring And Related Cost, Number Of Remaining Positions To Be Eliminated | employees | 630 | 630 | 1,700 | ||||||
Impairment of Long-Lived Assets and Other Assets [Member] | 2016 Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring, Settlement and Impairment Provisions | 153 | ||||||||
Costs Associated with Exit and Disposal Activities [Member] | 2016 Restructuring [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring, Settlement and Impairment Provisions | $ 28 | ||||||||
Restructuring Reserve | $ 24 | 24 | 27 | $ 24 | $ 27 | ||||
Payments for Restructuring | $ 0 | 0 | $ 0 | ||||||
Restructuring Reserve, Accrual Adjustment | $ (3) |
Restructuring and Asset Relat58
Restructuring and Asset Related Charges - Net - 2015 Plan (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($)employees | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)employees | Dec. 31, 2015USD ($)employees | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring, Settlement and Impairment Provisions | $ 139 | $ 0 | $ 126 | $ 452 | |||
2015 Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employees | 2,250 | ||||||
Employee Severance [Member] | 2015 Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve, Accrual Adjustment | 0 | 0 | $ (9) | (9) | 0 | ||
Restructuring, Settlement and Impairment Provisions | $ 235 | ||||||
Payments for Restructuring | 33 | $ 190 | |||||
Restructuring Reserve | $ 3 | $ 45 | |||||
Restructuring And Related Cost, Number Of Remaining Positions To Be Eliminated | employees | 40 | 290 | |||||
Impairment of Long-Lived Assets and Other Assets [Member] | 2015 Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve, Accrual Adjustment | 0 | (1) | 0 | (3) | |||
Costs Associated with Exit and Disposal Activities [Member] | 2015 Restructuring [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve, Accrual Adjustment | $ 0 | $ 1 | $ (1) | $ 6 |
SUPPLEMENTARY INFORMATION Summa
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 and other current liabilities | $ 5,373 | $ 4,481 |
Employee-related Liabilities, Current | 1,005 | 1,105 |
Postemployment Benefits Liability, Current | $ 1,150 | $ 364 |
SUPPLEMENTARY INFORMATION Other
SUPPLEMENTARY INFORMATION Other (Details) $ in Millions | Sep. 30, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Revenue | $ 524 |
Deferred Revenue, Current | 12 |
Deferred Revenue, Noncurrent | $ 512 |
SUPPLEMENTARY INFORMATION Sum61
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 | |
Sundry income (expense) - net | $ 268 | $ 22 | $ 144 | $ 1,369 |
Foreign Currency Transaction Gain (Loss), before Tax | (5) | (37) | (61) | (102) |
Interest income | 27 | 0 | 74 | 0 |
Net gain on sales of assets, businesses and investments | 474 | 179 | ||
Ownership Restructure of Equity Interest in Acquiree, Remeasurement Gain | 0 | 0 | 0 | 2,445 |
Nova patent infringement award [Member] | ||||
Gain (Loss) Related to Litigation Settlement | 0 | 0 | 137 | 0 |
Bayer CropScience v. Dow AgroSciences [Member] | ||||
Gain (Loss) Related to Litigation Settlement | 0 | 0 | (469) | 0 |
Urethane Matters Class Action Lawsuit And Opt-Out Cases [Member] | ||||
Gain (Loss) Related to Litigation Settlement | 0 | 0 | 0 | (1,235) |
Chlorine Value Chain [Domain] | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 0 | (33) | 0 | (33) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Global Ethylene Acrylic Acid Copolymers and Ionomers [Member] | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 227 | 0 | 227 | 0 |
Scenario, Previously Reported [Member] | ||||
Sundry income (expense) - net | (4) | 1,305 | ||
Interest income | 26 | 64 | ||
Net gain on sales of assets, businesses and investments | 0 | |||
Impact to Sundry income (expense) [Member] | ||||
Net gain on sales of assets, businesses and investments | $ 10 | $ 45 | $ 147 | $ 130 |
INCOME TAXES Income Taxes (Deta
INCOME TAXES Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 267 | |||||
Unrecognized Tax Benefits | 239 | $ 239 | $ 231 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 213 | 213 | $ 223 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ (3) | $ (17) | $ (7) | $ (73) | ||
Provision (Credit) for income taxes [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ (57) |
INVENTORIES (Schedule of Invent
INVENTORIES (Schedule of Inventories) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,966 | $ 4,230 |
Work in process | 1,911 | 1,510 |
Raw materials | 977 | 853 |
Supplies | 875 | 823 |
Total | 8,729 | 7,416 |
Adjustment of inventories to a LIFO basis | (252) | (53) |
Total inventories | $ 8,477 | $ 7,363 |
PROPERTIES Property - Summary o
PROPERTIES 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 | $ 60,204 | $ 57,438 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property | $ 2,538 | 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 | $ 5,831 | 5,935 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
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 | $ 40,615 | 38,499 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 3 years | |
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 | $ 6,002 | $ 6,100 |
GOODWILL AND OTHER INTANGIBLE65
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 |
Net goodwill, end of period | 15,485 |
Corporate, Non-Segment [Member] | |
Goodwill [Roll Forward] | |
Net goodwill, beginning of period | 15,272 |
Sale of SKC Haas Display Films | (34) |
Foreign currency impact | 271 |
Other | (1) |
Net goodwill, end of period | 15,485 |
Global Ethylene Acrylic Acid Copolymers and Ionomers [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |
Goodwill [Roll Forward] | |
Sale of SKC Haas Display Films | (23) |
Coatings and Performance Monomers [Member] | |
Goodwill [Roll Forward] | |
Net goodwill, end of period | $ 2,509 |
GOODWILL AND OTHER INTANGIBLE66
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 | $ 10,592 | $ 10,260 |
Finite other intangible assets, accumulated amortization | (4,901) | (4,295) |
Finite other intangible assets, net | 5,691 | 5,965 |
Other intangible assets, gross carrying amount | 10,653 | 10,321 |
Other intangible assets, net | 5,752 | 6,026 |
In process research and development [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite other intangible asset, carrying amount | 61 | 61 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 3,259 | 3,254 |
Finite other intangible assets, accumulated amortization | (1,594) | (1,383) |
Finite other intangible assets, net | 1,665 | 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/tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 697 | 696 |
Finite other intangible assets, accumulated amortization | (552) | (503) |
Finite other intangible assets, net | 145 | 193 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 4,995 | 4,806 |
Finite other intangible assets, accumulated amortization | (1,844) | (1,567) |
Finite other intangible assets, net | 3,151 | 3,239 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite other intangible assets, gross carrying amount | 243 | 168 |
Finite other intangible assets, accumulated amortization | (152) | (146) |
Finite other intangible assets, net | $ 91 | $ 22 |
GOODWILL AND OTHER INTANGIBLE67
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 | $ 155 | $ 162 | $ 467 | $ 387 |
Other intangible assets, excluding software | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | 155 | 162 | 467 | 387 |
Software, included in “Cost of sales” | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 21 | $ 18 | $ 61 | $ 55 |
GOODWILL AND OTHER INTANGIBLE68
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Future Amortization Expense (Details) $ in Millions | Sep. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 727 |
2,018 | 735 |
2,019 | 659 |
2,020 | 621 |
2,021 | 587 |
2,022 | $ 516 |
GOODWILL AND OTHER INTANGIBLE69
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2016USD ($) | |
In process research and development [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 11 |
TRANSFERS OF FINANCIAL ASSETS -
TRANSFERS OF FINANCIAL ASSETS - Sumamry 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 ASSETS71
TRANSFERS OF FINANCIAL ASSETS - 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 1 | $ 135 | $ 129 | $ 939 | $ 882 |
TRANSFERS OF FINANCIAL ASSETS72
TRANSFERS OF FINANCIAL ASSETS - Trade AR 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 DEBT73
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Schedule of Notes Payable) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | ||
Commercial Paper | $ 249 | $ 0 |
Notes payable to banks and other lenders | 293 | 225 |
Notes payable to related companies | 42 | 44 |
Notes payable trade | 0 | 3 |
Total notes payable | $ 584 | $ 272 |
Period-end average interest rates | 4.12% | 4.60% |
NOTES PAYABLE, LONG-TERM DEBT74
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Schedule of Long-Term Debt) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Long-term debt due within one year | $ (578) | $ (635) |
Long-term debt | (20,004) | (20,456) |
Long-term Debt | 20,582 | 21,091 |
Capital Lease Obligations | 281 | 295 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 354 | $ 373 |
Annual Installments on Long Term Debt for Next Five Years at the current period end [Abstract] | ||
Annual Installments on Long Term Debt, 2017 | 78 | |
Annual Installments on Long Term Debt, 2018 | 752 | |
Annual Installments on Long Term Debt, 2019 | 6,934 | |
Annual Installments on Long Term Debt, 2020 | 1,831 | |
Annual Installments on Long Term Debt, 2021 | 1,561 | |
Annual Installments on Long Term Debt, 2022 | $ 1,497 | |
Final maturity 2017 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 9.80% | 6.06% |
Long-term Debt | $ 3 | $ 442 |
Final maturity 2018 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 5.78% | 5.78% |
Long-term Debt | $ 339 | $ 339 |
Final maturity 2019 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 8.55% | 8.55% |
Long-term Debt | $ 2,122 | $ 2,122 |
Final maturity 2020 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 4.46% | 4.46% |
Long-term Debt | $ 1,547 | $ 1,547 |
Final maturity 2021 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 4.71% | 4.72% |
Long-term Debt | $ 1,424 | $ 1,424 |
Final maturity 2022 | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 3.00% | 3.00% |
Long-term Debt | $ 1,252 | $ 1,250 |
Final maturity 2023 and thereafter | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 5.99% | 5.98% |
Long-term Debt | $ 7,188 | $ 7,199 |
U.S. Dollar loans, Various Rates and Maturities [Member] | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 2.26% | 1.60% |
Long-term Debt | $ 4,580 | $ 4,595 |
Foreign Currency Loans, Various Rates and Maturities [Member] | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 3.12% | 3.42% |
Long-term Debt | $ 862 | $ 882 |
Medium Term Notes Varying Maturities Through 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 3.86% | 3.82% |
Long-term Debt | $ 995 | $ 1,026 |
Pollution Control/Industrial Revenue Bonds, Varying Maturities Through 2038 [Member] | ||
Debt Instrument [Line Items] | ||
Average interest rate in period | 5.66% | 5.66% |
Long-term Debt | $ 343 | $ 343 |
NOTES PAYABLE, LONG-TERM DEBT75
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Jun. 01, 2016 | Mar. 31, 2016 | |
InterNotes redeemed [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Repayments of Notes Payable | $ 31 | $ 52 | |||
Long Term Debt Repayment - Variable Interest Entity [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Repayments of Debt | 60 | $ 72 | |||
Long Term Debt entered into by Variable Interest Entity [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Proceeds from Issuance of Debt | 28 | ||||
Senior Notes [Member] | Two point five percent due February 15, 2016 [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Debt Instrument, Repurchased Face Amount | $ 349 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||
Dow Corning Corporation [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | $ 4,672 | ||||
Loans Payable [Member] | Six Point Zero Percent Notes Due 2017 [Member] | |||||
Notes Payable Long Term Debt and Available Credit Facilities [Line Items] | |||||
Debt Instrument, Repurchased Face Amount | $ 436 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
NOTES PAYABLE, LONG-TERM DEBT76
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES (Schedule of Committed and Available Credit Facilities) (Details) - USD ($) $ in Millions | May 31, 2016 | Sep. 30, 2017 |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,880 | |
Line of Credit Facility, Remaining Borrowing Capacity | 6,380 | |
$100M Revolving Credit Facility Due 3/2020 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |
Line of Credit Facility, Remaining Borrowing Capacity | 100 | |
$280M Revolving Credit Facility Due 3/2020 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 280 | |
Line of Credit Facility, Remaining Borrowing Capacity | 280 | |
DCC Term Loan Facility [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500 | |
Line of Credit Facility, Remaining Borrowing Capacity | 0 | |
$100M Revolving Credit Facility Due 8/2018 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |
Line of Credit Facility, Remaining Borrowing Capacity | 100 | |
$200M Revolving Credit Facility Due 7/2018 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 200 | |
Line of Credit Facility, Remaining Borrowing Capacity | 200 | |
$200M Revolving Credit Facility Due 5/2018 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 200 | |
Line of Credit Facility, Remaining Borrowing Capacity | 200 | |
$200M Revolving Credit Facility due 3/2020 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 200 | |
Line of Credit Facility, Remaining Borrowing Capacity | 200 | |
$100M Revolving Credit Facility Due 3/2020 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |
Line of Credit Facility, Remaining Borrowing Capacity | 100 | |
$100M Revolving Credit Facility 1 Due 3/2020 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |
Line of Credit Facility, Remaining Borrowing Capacity | 100 | |
$100M Revolving Credit Facility Due 3/2018 [Domain] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 100 | |
Line of Credit Facility, Remaining Borrowing Capacity | 100 | |
Five Year Competitive Advance and Revolving Credit Facility Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 5,000 |
COMMITMENTS AND CONTINGENT LI77
COMMITMENTS AND CONTINGENT LIABILITIES (Environmental Matters) (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Accrual for environmental loss contingencies | $ 884 | $ 909 |
Accrual For Environmental Loss Contingencies Superfund Sites [Member] | ||
Loss Contingencies [Line Items] | ||
Accrual for environmental loss contingencies | $ 155 | $ 151 |
COMMITMENTS AND CONTINGENT LI78
COMMITMENTS AND CONTINGENT LIABILITIES (Asbestos-Related Matters of Union Carbide Corporation) (Table and Narrative) (Details) - Asbestos Related Matters [Member] - Union Carbide Corporation [Member] - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Liability for Asbestos and Environmental Claims, Gross | $ 1,398 | $ 1,490 |
Percentage of recorded asbestos liability related to pending claims | 15.00% | |
Percentage of recorded asbestos liability related to future claims | 85.00% |
COMMITMENTS AND CONTINGENT LI79
COMMITMENTS AND CONTINGENT LIABILITIES (Urethane Matters) (Narrative) (Details) - Performance Materials & Chemicals [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Opt-out Cases [Domain] | |||
Loss Contingencies [Line Items] | |||
Litigation Settlement, Amount Awarded to Other Party | $ 400 | ||
Gain (Loss) Related to Litigation Settlement | $ 400 | ||
Urethane Antitrust Litigation [Domain] | |||
Loss Contingencies [Line Items] | |||
Litigation Settlement, Amount Awarded to Other Party | $ 835 | ||
Gain (Loss) Related to Litigation Settlement | $ 835 |
COMMITMENTS AND CONTINGENT LI80
COMMITMENTS AND CONTINGENT LIABILITIES (Bayer Arbitration Matter) (Details) - Bayer Arbitration [Domain] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Awarded, Value | $ 455 | |
Agricultural Sciences [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual, Payments | $ 469 | |
Accrued and Other Current Liabilities [Member] | Agricultural Sciences [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Loss in Period | $ 469 |
COMMITMENTS AND CONTINGENT LI81
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES (Rocky Flats Matter) (Details) - Rocky Flats Matter [Domain] - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2017 | Jan. 17, 2017 | Dec. 31, 2016 | |
Litigation Settlement, Amount Awarded to Other Party | $ 375 | |||
Loss Contingency, loss in Period - Dow's portion | $ 131 | |||
Estimated Litigation Liability, Current | $ 130 | |||
Proceeds from Indemnity Payment | $ 131 | |||
Restricted Cash and Cash Equivalents, Current | $ 130 | |||
Nontrade Receivables, Noncurrent | $ 131 |
COMMITMENTS AND CONTINGENT LI82
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITES (Dow Corning Chapter 11 Related Matters) (Details) - Dow Corning Corporation [Member] - USD ($) $ in Millions | Jun. 01, 2016 | Jun. 01, 2004 | Sep. 30, 2017 | Dec. 31, 2016 |
Indemnification Percentage of Future Losses Associated with Certain Pre-closing Liabilities | 50.00% | |||
Maximum Amount of Indemnified Losses Which may be Recovered after May 31, 2023 for certain pre-closing liabilities | $ 0 | |||
Maximum Amount of Indemnified Losses Which may be Recovered until May 31, 2018 for certain pre-closing liabilities | 1,500 | |||
Maximum Amount of Indemnified Losses Which may be Recovered Between May 31, 2018 and May 31, 2023 for certain pre-closing liabilities | $ 1,000 | |||
Indemnification Asset | $ 0 | $ 0 | ||
Breast Implant and Other Products Liability Claims [Domain] | ||||
Net Present Value of Payments Committed by Dow Corning to the Settlement and Litigation Facilities to Resolve Products Liability Claims | $ 2,350 | |||
Product Liability Contingency, Accrual, Discount Rate | 7.00% | |||
Undiscounted Value of Payments Committed by Dow Corning to the Settlement and Litigation Facilities to Resolve Products Liability Claims | 3,716 | |||
Net Present Value of Payments Committed by Dow Corning to the Litigation Facility to Resolve Products Liability Claims | $ 400 | |||
Life to Date Payments to the Settlement Facility | 1,762 | |||
Unexpended Balance of Settlement Facility | 138 | |||
Loss Contingency Accrual, Product Liability, Net | 263 | $ 263 | ||
Estimated Litigation Liability to Fund the Full Liability up to the Maximum Capped value of the Settlement Facility | $ 1,954 |
COMMITMENTS AND CONTINGENT LI83
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES (Commercial Creditor Issues) (Details) - Dow Corning Corporation [Member] - Commercial Creditors Litigation [Domain] - USD ($) $ in Millions | Jun. 01, 2004 | Jun. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Payments made to Commercial Creditors for Principal and Interest | $ 1,500 | |||
Loss Contingency Accrual, Period Increase (Decrease) | $ (33) | |||
Estimated Litigation Liability, Current | $ 77 | $ 108 | ||
Minimum [Member] | ||||
Loss Contingency, Estimate of Possible Loss | 77 | |||
Maximum [Member] | ||||
Loss Contingency, Estimate of Possible Loss | $ 260 |
COMMITMENTS AND CONTINGENT LI84
COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS AND CONTINGENT LIABILITIES (Nova Patent Infringement Matter) (Details) CAD in Millions, $ in Millions | 3 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2017CAD | Dec. 31, 2016USD ($) | |
Loss Contingencies [Line Items] | |||
Proceeds from Legal Settlements | $ 501 | ||
Other noncurrent obligations | 6,116 | $ 5,560 | |
Nova patent infringement award [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation Settlement, Amount Awarded from Other Party | 495 | CAD 645 | |
Other noncurrent obligations | 341 | ||
Nova patent infringement award [Member] | Performance Plastics [Member] | |||
Loss Contingencies [Line Items] | |||
Gain (Loss) Related to Litigation Settlement | 160 | ||
Nova patent infringement award [Member] | Performance Plastics [Member] | Impact to Sundry income (expense) [Member] | |||
Loss Contingencies [Line Items] | |||
Gain (Loss) Related to Litigation Settlement | 137 | ||
Nova patent infringement award [Member] | Performance Plastics [Member] | Selling, General and Administrative Expenses [Member] | |||
Loss Contingencies [Line Items] | |||
Gain (Loss) Related to Litigation Settlement | $ 23 |
COMMITMENTS AND CONTINGENT LI85
COMMITMENTS AND CONTINGENT LIABILITIES (Guarantees) (Table and Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Guarantees [Member] | ||
Guarantor Obligations [Line Items] | ||
Final expiration | 2,021 | 2,021 |
Guarantor obligations, maximum future payments | $ 4,773 | $ 5,096 |
Guarantor obligations, recorded liability | $ 59 | $ 86 |
Residual Value Guarantees [Member] | ||
Guarantor Obligations [Line Items] | ||
Final expiration | 2,027 | 2,027 |
Guarantor obligations, maximum future payments | $ 1,040 | $ 947 |
Guarantor obligations, recorded liability | 136 | 134 |
Total Guarantees [Member] | ||
Guarantor Obligations [Line Items] | ||
Guarantor obligations, maximum future payments | 5,813 | 6,043 |
Guarantor obligations, recorded liability | $ 195 | 220 |
Sadara [Member] | ||
Guarantor Obligations [Line Items] | ||
Equity Method Investment, Ownership Percentage | 35.00% | |
Sadara [Member] | Guarantee of Indebtedness of Others [Member] | ||
Guarantor Obligations [Line Items] | ||
Guarantor obligations, maximum future payments | $ 4,400 | |
Total Project Financing [Member] | Sadara [Member] | Long Term Debt entered into by Equity Method Investee | ||
Guarantor Obligations [Line Items] | ||
Project Financing, Maximum Borrowing Capacity | 12,500 | |
Construction Loans [Member] | Sadara [Member] | Long Term Debt entered into by Equity Method Investee | ||
Guarantor Obligations [Line Items] | ||
Amount Drawn, Total Project Financing | $ 12,400 | $ 12,400 |
ACCUMULATED OTHER COMPREHENSI86
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 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Comprehensive Income (Loss), Tax | $ 24 | $ 70 | $ 170 | $ 185 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 30,271 | 30,349 | 30,271 | 30,349 | $ 27,229 | $ 26,183 |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 825 | 342 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 202 | 644 | ||||
Other Comprehensive Income (Loss), Net of Tax | 279 | 164 | 1,027 | 986 | ||
Provision for income taxes | 624 | 271 | 1,292 | 291 | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 51 | 86 | 202 | 644 | ||
Sundry income (expense) - net | 268 | 22 | 144 | 1,369 | ||
Accumulated Net Investment Gain (Loss) Including Portion Attributable to Noncontrolling Interest [Member] | ||||||
Provision for income taxes | 33 | 3 | 50 | 11 | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (63) | (7) | (93) | (21) | ||
Sundry income (expense) - net | (96) | (10) | (143) | (32) | ||
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||||||
Sundry income (expense) - net | (2) | 0 | (8) | (4) | ||
Accumulated Other Comprehensive Loss | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (8,795) | (7,681) | (8,795) | (7,681) | (9,822) | (8,667) |
Other Comprehensive Income (Loss), Net of Tax | 1,027 | 986 | ||||
Accumulated Unrealized Gains on Investments [Member] | ||||||
Other Comprehensive Income (Loss), Tax | (28) | 5 | (24) | 23 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 0 | 89 | 0 | 89 | 43 | 47 |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 50 | 63 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (93) | (21) | ||||
Other Comprehensive Income (Loss), Net of Tax | (43) | 42 | ||||
Accumulated Translation Adjustments [Member] | ||||||
Other Comprehensive Income (Loss), Tax | 23 | 9 | 49 | 33 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,562) | (1,412) | (1,562) | (1,412) | (2,381) | (1,737) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 827 | 329 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (8) | (4) | ||||
Other Comprehensive Income (Loss), Net of Tax | 819 | 325 | ||||
Accumulated Pension and Other Postretirement Benefit Plans Adjustments [Member] | ||||||
Other Comprehensive Income (Loss), Tax | 48 | 46 | 143 | 136 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (7,081) | (6,129) | (7,081) | (6,129) | (7,389) | (6,769) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | 0 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (105) | (93) | (308) | (640) | ||
Other Comprehensive Income (Loss), Net of Tax | 308 | 640 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 153 | 139 | 451 | 776 | ||
Reclassification from AOCI, Current Period, Tax | (48) | (46) | (143) | (136) | ||
Accumulated Derivative Gain (Loss) [Member] | ||||||
Other Comprehensive Income (Loss), Tax | (19) | 10 | 2 | (7) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (152) | (229) | (152) | (229) | $ (95) | $ (208) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (52) | (50) | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (5) | 29 | ||||
Other Comprehensive Income (Loss), Net of Tax | (57) | (21) | ||||
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||||||
Cost of Goods Sold | 14 | (3) | (1) | 35 | ||
Provision for income taxes | (3) | 3 | (4) | (6) | ||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 11 | $ 0 | $ (5) | $ 29 |
ACCUMULATED OTHER COMPREHENSI87
ACCUMULATED OTHER COMPREHENSIVE LOSS Reclassification 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] | ||||
Provision for income taxes | $ 624 | $ 271 | $ 1,292 | $ 291 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 51 | 86 | 202 | 644 |
Sundry income (expense) - net | 268 | 22 | 144 | 1,369 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (202) | (644) | ||
Accumulated Net Investment Gain (Loss) Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Provision for income taxes | 33 | 3 | 50 | 11 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (63) | (7) | (93) | (21) |
Sundry income (expense) - net | (96) | (10) | (143) | (32) |
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sundry income (expense) - net | (2) | 0 | (8) | (4) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 153 | 139 | 451 | 776 |
Reclassification from AOCI, Current Period, Tax | (48) | (46) | (143) | (136) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 105 | 93 | 308 | 640 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Provision for income taxes | (3) | 3 | (4) | (6) |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 11 | 0 | (5) | 29 |
Cost of Goods Sold | $ 14 | (3) | $ (1) | $ 35 |
Dow Corning Corporation [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Provision for income taxes | 0 | |||
Sundry income (expense) - net | $ 360 |
NONCONTROLLING INTERESTS Nonc88
NONCONTROLLING INTERESTS Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||
Noncontrolling Interest [Line Items] | |||||||
Balance at beginning of period | $ 1,168 | $ 1,298 | $ 1,242 | $ 809 | |||
Net income attributable to noncontrolling interests | 22 | 14 | 87 | 54 | |||
Distributions to noncontrolling interests 1 | [1] | (7) | (19) | (55) | (71) | ||
Acquisition of noncontrolling interests 2 | 0 | 0 | 0 | 473 | [2] | ||
Deconsolidation of noncontrolling interests 3 | 0 | 0 | (119) | [3] | 0 | ||
Cumulative translation adjustments | 5 | 21 | 33 | 48 | |||
Other | 1 | 0 | 1 | 1 | |||
Balance at end of period | 1,189 | 1,314 | 1,189 | 1,314 | |||
Noncontrolling Interest, Decrease From Dividends To Joint Venture | $ 0 | $ 0 | $ 3 | $ 14 | |||
[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 ($14 million for the nine months ended September 30, 2016). | ||||||
[2] | Assumed in the DCC Transaction. | ||||||
[3] | On June 30, 2017, the Company sold its ownership interest in the SKC Haas Display Films group of companies. See Note 10 for additional information. |
PENSION PLANS AND OTHER POSTR89
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Millions | Oct. 06, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 520 | ||||||
Decrease to pension and other postretirement - noncurrent | $ 10,398 | 10,398 | $ 11,375 | ||||
Increase to accrued and other current liabilities | 5,373 | 5,373 | $ 4,481 | ||||
Defined Benefit Pension Plans [Member] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Service cost | 127 | $ 122 | 378 | $ 337 | |||
Interest cost | 221 | 222 | 660 | 626 | |||
Expected return on plan assets | (388) | (376) | (1,156) | (1,074) | |||
Amortization of prior service credit | (6) | (6) | (18) | (18) | |||
Amortization of net (gain) loss | 161 | 147 | 476 | 441 | |||
Curtailment/settlement 1 | 0 | 0 | (6) | 0 | |||
Net periodic benefit cost | 115 | 109 | 334 | 312 | |||
Other Postretirement Benefits [Member] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Service cost | 3 | 3 | 9 | 9 | |||
Interest cost | 14 | 14 | 41 | 38 | |||
Amortization of prior service credit | 0 | (1) | 0 | (2) | |||
Amortization of net (gain) loss | (2) | (1) | (5) | (5) | |||
Net periodic benefit cost | 15 | $ 15 | 45 | $ 40 | |||
Subsequent Event [Member] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Initial payment to fund Annuity | $ 410 | ||||||
UNITED STATES | Nonqualified Plan [Member] | Defined Benefit Pension Plans [Member] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Decrease to pension and other postretirement - noncurrent | 793 | 793 | |||||
Increase to accrued and other current liabilities | $ 793 | $ 793 | |||||
Scenario, Forecast [Member] | UNITED STATES | Nonqualified Plan [Member] | Defined Benefit Pension Plans [Member] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Payment of plan obligations upon change in control | $ 900 | ||||||
Settlement charge upon change in control | $ 450 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Awards (Details) - $ / shares | Feb. 09, 2012 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted to employees under the 2012 plan | 2,200,000 | |||
Weighted-average exercise price options granted under the 2012 plan | $ 61.19 | |||
Weighted-average fair value per share of purchase rights granted | $ 14.44 | |||
Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 10.00% | |||
Share based compensation arrangement by share based payment award discount from market price offering date company specific | 85.00% | |||
Right to purchase shares subscribed by employees | 3,600,000 | |||
Weighted-average exercise price right to purchase shares by employees | $ 50.22 | |||
Weighted-average fair value of shares under the Employee Stock Purchase Plan | $ 10.70 | |||
Deferred Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred stock granted to employees | 1,600,000 | 1,702,000 | ||
Weighted-average fair value of deferred stock granted under the 2012 plan | $ 61.13 | |||
Performance Deferred Compensation [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred stock granted to employees | 1,700,000 | 1,728,000 | ||
Weighted-average fair value of deferred stock granted under the 2012 plan | $ 81.99 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred stock granted to employees | 33,000 | |||
Weighted-average fair value of deferred stock granted under the 2012 plan | $ 62.04 |
STOCK-BASED COMPENSATION STOCK-
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION (Performance Deferred Stock) (Details) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017USD ($)shares | Mar. 31, 2017shares | Sep. 30, 2017USD ($)employeesshares | |
Performance Deferred Compensation [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
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 | (8,171) | ||
Nonvested at Sept 30, 2017 | 0 | 0 | |
Deferred Compensation, Share-based Payments [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested at Jan 1, 2017 | 6,382 | 6,382 | |
Granted | 1,600 | 1,702 | |
Canceled | (124) | ||
Nonvested at Sept 30, 2017 | 13,951 | 13,951 | |
The Dow Chemical Company 2012 Stock Incentive Plan [Member] | Deferred Compensation, Share-based Payments [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Incremental Compensation Cost - Preferred Conversion Total | $ | $ 25 | ||
Allocated Share-based Compensation Expense in 3Q17 | $ | $ 15 | ||
Incremental Allocation Of Recognized Period Costs, Capitalized Amount - Preferred Conversion | $ | $ 10 | ||
Number of Employees Affected - Preferred Conversion | employees | 5,000 |
STOCK-BASED COMPENSATION STOC92
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION (Deferred Stock) (Details) - Deferred Stock Awards [Member] - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
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 Sept 30, 2017 | 13,951 |
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] | ||
Available-for-sale Securities, Amortized Cost Basis | $ 1,396 | $ 1,888 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 49 | 138 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (37) | (67) |
Available-for-sale Securities | 1,408 | 1,959 |
Long-term Debt | (20,582) | (21,091) |
Long Term Debt, Accumulated Gross Unrealized Gain, Before Tax | 0 | 129 |
Long Term Debt, Accumulated Gross Unrealized Loss, Before Tax | (2,175) | (1,845) |
Long-term Debt, Fair Value | (22,757) | (22,807) |
Long Term Debt, Fair Value Adjustment | 12 | 18 |
Interest Rate Swap [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Financial Instruments Amortized Cost | 0 | 0 |
Derivative Liability, Accumulated Unrealized Gain, Before Tax | 0 | 0 |
Derivative Liability, Accumulated Unrealized Loss, Before Tax | (4) | (5) |
Derivative Assets (Liabilities), at Fair Value, Net | (4) | (5) |
Commodity Contract [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Financial Instruments Amortized Cost | 0 | 0 |
Derivative Liability, Accumulated Unrealized Gain, Before Tax | 124 | 56 |
Derivative Liability, Accumulated Unrealized Loss, Before Tax | (277) | (213) |
Derivative Assets (Liabilities), at Fair Value, Net | (153) | (157) |
Foreign Exchange Contract [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Financial Instruments Amortized Cost | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (77) | 54 |
Derivative Asset,Accumulated Unrealized Gain, Before Tax | 55 | 84 |
Derivative Asset, Accumulated Unrealized Loss, Before Tax | (132) | (30) |
US Treasury and Government [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 597 | 607 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 14 | 13 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (8) | (12) |
Available-for-sale Securities | 603 | 608 |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 1,227 | 1,230 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 46 | 40 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (10) | (17) |
Available-for-sale Securities | 1,263 | 1,253 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 630 | 623 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 32 | 27 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (2) | (5) |
Available-for-sale Securities | 660 | 645 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 169 | 658 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 3 | 98 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (27) | (50) |
Available-for-sale Securities | $ 145 | $ 706 |
FINANCIAL INSTRUMENTS - Summa94
FINANCIAL INSTRUMENTS - Summary of Investments (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Investments, All Other Investments [Abstract] | ||
Proceeds from Sale of Available-for-sale Securities | $ 1,047 | $ 418 |
Gross realized gains | 153 | 34 |
Gross realized losses | (10) | $ (2) |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Amortized Cost Basis | 6 | |
Available-for-sale Securities, Debt Maturities, Year Two Through Five, Amortized Cost Basis | 321 | |
Available-for-sale Securities, Debt Maturities, Year Six Through Ten, Amortized Cost Basis | 654 | |
Available-for-sale Securities, Debt Maturities, after Ten Years, Amortized Cost Basis | 246 | |
Available-for-sale Debt Securities, Amortized Cost Basis | 1,227 | |
Available-for-sale Securities, Debt Maturities, Next Twelve Months, Fair Value | 6 | |
Available-for-sale Securities, Debt Maturities, Year Two Through Five, Fair Value | 330 | |
Available-for-sale Securities, Debt Maturities, Year Six Through Ten, Fair Value | 661 | |
Available-for-sale Securities, Debt Maturities, after Ten Years, Fair Value | 266 | |
Available-for-sale Securities, Debt Securities | $ 1,263 |
FINANCIAL INSTRUMENTS FINANCIAL
FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS - Investments Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 06, 2017 | Dec. 31, 2016 | |
Schedule of Held-to-maturity Securities [Line Items] | |||||
Held-to-maturity Securities | $ 3,239 | $ 3,934 | |||
Money Market Funds, at Carrying Value | 1,457 | 239 | |||
Cost Method Investments | 108 | 120 | |||
Cost-method Investments, Other than Temporary Impairment | $ 4 | 0 | $ 0 | ||
Securities Purchased under Agreements to Resell | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Schedule of Held-to-maturity Securities [Line Items] | |||||
Securities Purchased under Agreements to Resell | $ 120 |
FINANCIAL INSTRUMENTS FINANCI96
FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS - Summary of Notional Amounts (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($)MMBTUTbuMMBbls | Dec. 31, 2016USD ($)MMBTUTbuMMBbls | Nov. 06, 2017USD ($) | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 218,000,000 | $ 245,000,000 | |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 8,510,000,000 | $ 4,053,000,000 | |
Designated as Hedging Instrument [Member] | Commodity Contract, Soybeans [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bu | 2,100,000 | 0 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 26,139,000,000 | $ 12,388,000,000 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract, Ethane [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | 2.9 | 2.6 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract, Gasoline [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Mass | T | 0 | 30,000 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract, Propane [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | 2.9 | 2.7 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract, Naptha Price Spread [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Mass | T | 30,000 | 50,000 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract, Corn [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | bu | 3,300,000 | 400,000 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract, Crude Oil [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | 4.9 | 0.6 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract, Ethane [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | 10.8 | 3.6 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract, Natural Gas [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 389.4 | 78.6 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract, Propane [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Volume | 5.4 | 1.5 | |
Cash Flow Hedging [Member] | Not Designated as Hedging Instrument [Member] | Commodity Contract, Natural Gas [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Nonmonetary Notional Amount, Energy Measure | MMBTU | 3.8 | 0 | |
Subsequent Event [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 770,000,000 |
FINANCIAL INSTRUMENTS FINANCI97
FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS - Summary of Derivatives Designated in Hedging Relationships (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ (22) | |
Interest Rate Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | (2) | |
Commodity Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Price Risk Cash Flow Hedge Unrealized Gain (Loss) to be Reclassified During Next 12 Months | (18) | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | (2) | $ (4) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (24) | 22 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Commodity Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (102) | (99) |
Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | 5 | |
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | (69) | 1 |
Derivative Liability, Notional Amount | $ 178 | $ 172 |
FINANCIAL INSTRUMENTS - Summa98
FINANCIAL INSTRUMENTS - Summary of Fair Values of Derivative Instruments Using Level 2 Inputs (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative, Collateral, Right to Reclaim Cash | $ 6 | $ 1 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 341 | 270 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (162) | (130) |
Derivative Asset | 179 | 140 |
Derivative Liability, Fair Value, Gross Liability | 577 | 378 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (164) | (130) |
Derivative Liability | 413 | 248 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 122 | 142 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (68) | (64) |
Derivative Asset | 54 | 78 |
Derivative Liability, Fair Value, Gross Liability | 361 | 288 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (72) | (64) |
Derivative Liability | 289 | 224 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 63 | 90 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (57) | (47) |
Derivative Asset | 6 | 43 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accrued and Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 129 | 55 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (57) | (47) |
Derivative Liability | 72 | 8 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 24 | 42 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (6) | (14) |
Derivative Asset | 18 | 28 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Deferred charges and other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 35 | 10 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (5) | (3) |
Derivative Asset | 30 | 7 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued and Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 71 | 32 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (9) | (14) |
Derivative Liability | 62 | 18 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Noncurrent Obligations [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 157 | 196 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (6) | (3) |
Derivative Liability | 151 | 193 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Accrued and Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 2 | 3 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 0 | 0 |
Derivative Liability | 2 | 3 |
Fair Value, Inputs, Level 2 [Member] | Designated as Hedging Instrument [Member] | Interest Rate Contract [Member] | Other Noncurrent Obligations [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 2 | 2 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | 0 | 0 |
Derivative Liability | 2 | 2 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 219 | 128 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (94) | (66) |
Derivative Asset | 125 | 62 |
Derivative Liability, Fair Value, Gross Liability | 216 | 90 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (92) | (66) |
Derivative Liability | 124 | 24 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accounts and Notes Receivable Other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 138 | 103 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (89) | (62) |
Derivative Asset | 49 | 41 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Accounts Payable Other [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 148 | 84 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (88) | (62) |
Derivative Liability | 60 | 22 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 70 | 13 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (3) | (2) |
Derivative Asset | 67 | 11 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Deferred charges and other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset Including Not Subject to Master Netting Arrangement | 11 | 12 |
Derivative Asset, Fair Value, Gross Liability and Obligation to Return Cash, Offset | (2) | (2) |
Derivative Asset | 9 | 10 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Accrued and Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 66 | 4 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (2) | (2) |
Derivative Liability | 64 | 2 |
Fair Value, Inputs, Level 2 [Member] | Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | Other Noncurrent Obligations [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 2 | 2 |
Derivative Liability, Fair Value, Gross Asset and Right to Reclaim Cash, Offset | (2) | (2) |
Derivative Liability | $ 0 | $ 0 |
FINANCIAL INSTRUMENTS FINANCI99
FINANCIAL INSTRUMENTS 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] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ (3) | $ (20) | $ (108) | $ (3) |
Gain (Loss) on Hedging Activity | 6 | (32) | ||
Gain (Loss) on Derivative Instruments, Net, Pretax | (108) | (22) | (266) | (97) |
Designated as Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (3) | (20) | ||
Gain (Loss) on Hedging Activity | (9) | 3 | ||
Not Designated as Hedging Instrument [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 0 | 0 | 0 | 0 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (99) | (25) | (272) | (65) |
Not Designated as Hedging Instrument [Member] | Cost of Sales [Member] | Commodity Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 0 | 0 | 0 | 0 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 19 | (4) | 5 | (12) |
Not Designated as Hedging Instrument [Member] | Other Nonoperating Income (Expense) [Member] | Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 0 | 0 | 0 | 0 |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | (118) | (21) | (277) | (53) |
Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense and Amortization of Debt Discount [Member] | Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 0 | 0 | 0 | 0 |
Gain (Loss) on Hedging Activity | 2 | 0 | 5 | 0 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense and Amortization of Debt Discount [Member] | Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 1 | 1 | 5 | 1 |
Gain (Loss) on Hedging Activity | 1 | 1 | 3 | 3 |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (7) | (1) | (27) | (11) |
Gain (Loss) on Hedging Activity | (2) | (4) | 13 | (3) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | Commodity Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | 40 | (20) | 0 | 7 |
Gain (Loss) on Hedging Activity | (5) | 7 | (1) | (32) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Other Nonoperating Income (Expense) [Member] | Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (7) | 0 | (21) | 0 |
Gain (Loss) on Hedging Activity | (5) | (1) | (14) | 0 |
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | (30) | 0 | (65) | 0 |
Gain (Loss) on Hedging Activity | $ 0 | $ 0 | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS Summary
FAIR VALUE MEASUREMENTS Summary of Recurring Measured Fair Values (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transferor's Interests in Transferred Financial Assets, Fair Value | $ 1,839 | $ 1,237 |
Long-term Debt, Fair Value | 22,757 | 22,807 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 179 | 140 |
Derivative Liability | 413 | 248 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 4,696 | 4,173 |
Transferor's Interests in Transferred Financial Assets, Fair Value | 1,839 | 1,237 |
Available-for-sale Securities, Equity Securities | 145 | 706 |
Assets, Fair Value Disclosure | 8,284 | 7,639 |
Long-term Debt, Fair Value | 22,757 | 22,807 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 23,334 | 23,185 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Transferor's Interests in Transferred Financial Assets, Fair Value | 0 | 0 |
Available-for-sale Securities, Equity Securities | 94 | 619 |
Assets, Fair Value Disclosure | 135 | 667 |
Long-term Debt, Fair Value | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 22 | 20 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 4,696 | 4,173 |
Transferor's Interests in Transferred Financial Assets, Fair Value | 0 | 0 |
Available-for-sale Securities, Equity Securities | 51 | 87 |
Assets, Fair Value Disclosure | 6,310 | 5,735 |
Long-term Debt, Fair Value | 22,757 | 22,807 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 23,312 | 23,165 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Transferor's Interests in Transferred Financial Assets, Fair Value | 1,839 | 1,237 |
Available-for-sale Securities, Equity Securities | 0 | 0 |
Assets, Fair Value Disclosure | 1,839 | 1,237 |
Long-term Debt, Fair Value | 0 | 0 |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 |
US Treasury and Government [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 603 | 608 |
US Treasury and Government [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 0 | 0 |
US Treasury and Government [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 603 | 608 |
US Treasury and Government [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 660 | 645 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 660 | 645 |
Corporate Debt Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities, Debt Securities | 0 | 0 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 140 | 77 |
Derivative Liability | 296 | 234 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 41 | 48 |
Derivative Liability | 22 | 20 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 99 | 29 |
Derivative Liability | 274 | 214 |
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 0 | 0 |
Foreign Exchange Contract [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 201 | 193 |
Derivative Liability | 277 | 139 |
Foreign Exchange Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 0 | 0 |
Foreign Exchange Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 201 | 193 |
Derivative Liability | 277 | 139 |
Foreign Exchange Contract [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 0 | 0 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 4 | 5 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 4 | 5 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS Summ101
FAIR VALUE MEASUREMENTS Summary of Level 3 Inputs (Details) - Fair Value, Inputs, Level 3 [Member] - 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 [Line Items] | ||||
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 (Sch
VARIABLE INTEREST ENTITIES (Schedule of Consolidated Variable Interest Entities, Carrying Amounts of Assets and Liabilities) (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Pledged | [1] | $ 1,191 | $ 1,186 |
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | [2] | 608 | 663 |
Cash and cash equivalents | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Pledged | 115 | 75 | |
Variable Interest Entity, Consolidated, Assets, Current, Pledged | 115 | 75 | |
Other current assets | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Current, Pledged | 100 | 95 | |
Net property | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Noncurrent, Pledged | 925 | 961 | |
Other noncurrent assets | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Noncurrent, Pledged | 51 | 55 | |
Current liabilities | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Liabilities, Current | 255 | 286 | |
Current liabilities | Variable Interest Entities Used to Monetize Accounts Receivable [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Liabilities, Current | 4 | 1 | |
Variable Interest Entity, Consolidated, Liabilities, Current, No Recourse | 0 | 0 | |
Long-term debt | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Liabilities, Noncurrent | 310 | 330 | |
Other noncurrent obligations | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Liabilities, Noncurrent | 43 | 47 | |
Current Assets [Member] | Variable Interest Entities Used to Monetize Accounts Receivable [Member] | |||
Variable Interest Entity [Line Items] | |||
Variable Interest Entity, Consolidated, Assets, Current | 638 | 477 | |
Variable Interest Entity, Consolidated, Assets, Current, Pledged | $ 0 | $ 0 | |
[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. |
VARIABLE INTEREST ENTITIES (Non
VARIABLE INTEREST ENTITIES (Nonconsolidated Variable Interest Entity) (Details) - USD ($) $ in Millions | Apr. 04, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | ||||
Investment in nonconsolidated affiliates | $ 3,975 | $ 3,747 | ||
Other | 5,214 | 4,312 | ||
AFSI [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Disposal Group, Including Discontinued Operations, Consderation Receivable, Number of Investment Warrants | 6,000,000 | |||
Equity Method Investment, Shares Purchased | 5,070,358 | |||
Equity Method Investment, Percentage of Outstanding Common Stock Purchased | 10.00% | |||
Variable Interest Entity, Not Primary Beneficiary [Member] | Hemlock Semiconductor LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | 0 | 0 | ||
Equity Method Investment, Liability, Noncurrent | [1] | (850) | (902) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Silicon Inputs Joint Ventures [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investment in nonconsolidated affiliates | [2] | 97 | 96 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Acrylic Acid Joint Venture [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investment in nonconsolidated affiliates | [2] | 160 | 171 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | AFSI [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Investment in nonconsolidated affiliates | [2],[3] | 44 | 46 | |
Other | [3],[4] | 4 | 12 | |
Disposal Group, Including Discontinued Operation, Consideration Receivable, Investment Warrants, Value | [3],[4] | $ 0 | $ 1 | |
[1] | 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). | |||
[2] | Classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets. | |||
[3] | On April 4, 2017, the Company and AgroFresh Solutions, Inc ("AFSI") revised certain agreements related to the divestiture of the AgroFresh business, including termination of the agreement related to Dow's receivable for six million warrants. The Company 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. | |||
[4] | Classified as "Accounts and notes receivable - Other" in the consolidated balance sheets. |
EARNINGS PER SHARE CALCULATI104
EARNINGS PER SHARE CALCULATIONS (Net Income) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||||
Earnings Per Share [Abstract] | |||||||
Net Income Attributable to The Dow Chemical Company | $ 783 | $ 804 | $ 2,992 | $ 4,266 | |||
Preferred Stock, Dividends Per Share, Declared | $ 0 | $ 0.07 | [1] | $ 0 | $ 0.23 | [1] | |
Net income attributable to participating securities | [2] | $ (6) | $ (18) | $ (10) | $ (19) | ||
Net income attributable to common stockholders | 777 | 701 | 2,982 | 3,992 | |||
Preferred stock dividends | [1] | 0 | (85) | 0 | (255) | ||
Net income attributable to participating securities, Diluted | [2] | (6) | (18) | (10) | (19) | ||
Net income attributable to common stockholders, Diluted | $ 777 | $ 786 | $ 2,982 | $ 4,247 | |||
[1] | On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. | ||||||
[2] | Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares. |
EARNINGS PER SHARE CALCULATI105
EARNINGS PER SHARE CALCULATIONS (Earnings Per Share Calculation - 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] | |||||||
Net income attributable to The Dow Chemical Company, basic | $ 0.73 | $ 3.86 | |||||
Preferred stock dividends, basic | $ 0 | (0.07) | [1] | $ 0 | (0.23) | [1] | |
Net income attributable to participating securities | [2] | (0.02) | (0.02) | ||||
Net income attributable to common stockholders, basic | $ 0.64 | $ 3.61 | |||||
[1] | On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. | ||||||
[2] | Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares. |
EARNINGS PER SHARE CALCULATI106
EARNINGS PER SHARE CALCULATIONS (Earnings Per Share Calculation - Diluted) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | ||
Earnings Per Share [Abstract] | |||
Net income attributable to The Dow Chemical Company, diluted | $ 0.72 | $ 3.50 | |
Preferred stock dividends, diluted | [1] | 0 | 0 |
Net income attributable to participating securities, diluted | [2] | (0.02) | (0.01) |
Earnings per common share - diluted | $ 0.70 | $ 3.49 | |
[1] | On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. | ||
[2] | Deferred stock awards are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares. |
EARNINGS PER SHARE CALCULATI107
EARNINGS PER SHARE CALCULATIONS (Reconciliation of Shares) (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 Disclosure [Line Items] | |||||
Weighted-average common shares - basic | 0 | 1,112.4 | 0 | 1,108.8 | |
Plus dilutive effect of stock options and awards | 0 | (81.8) | 0 | (14.8) | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | [1] | 96.8 | 96.8 | ||
Weighted-average common shares outstanding - diluted | 0 | 1,127.4 | 0 | 1,220.4 | |
Employee Stock Option [Member] | |||||
Earnings Per Share Disclosure [Line Items] | |||||
Stock options and deferred stock awards excluded from EPS calculations | [2] | 2.2 | 3 | 1.7 | 3.7 |
[1] | On December 30, 2016, the Company converted its outstanding shares of Cumulative Convertible Perpetual Preferred Stock, Series A ("Preferred Stock") into shares of the Company's common stock. As a result of this conversion, no shares of Preferred Stock are issued or outstanding. | ||||
[2] | 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. |