GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table shows changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015, by operating segment:



Goodwill	Agricultural Sciences			Consumer Solutions			Infrastructure Solutions			Performance Materials & Chemicals			Performance Plastics			Total
In millions	Agricultural Sciences			Consumer Solutions			Infrastructure Solutions			Performance Materials & Chemicals			Performance Plastics			Total
Balance at January 1, 2015	$	1,558		$	4,389		$	4,451		$	809		$	1,425		$	12,632
Divestiture of ANGUS Chemical Company	—			—			—			(292		)	—			(292		)
Divestiture of the Sodium Borohydride business	—			—			—			(45		)	—			(45		)
Sale of Agricultural Sciences product lines	(16		)	—			—			—			—			(16		)
Divestiture of AgroFresh	(101		)	—			—			—			—			(101		)
Split-off of the chlorine value chain	—			—			—			(71		)	—			(71		)
Goodwill related to the Coodetec acquisition	31			—			—			—			—			31
Goodwill related to the Univation step acquisition	—			—			—			—			141			141
Foreign currency impact	—			(15		)	(69		)	(10		)	(31		)	(125		)
Balance at December 31, 2015	$	1,472		$	4,374		$	4,382		$	391		$	1,535		$	12,154
Acquisition of an aniline plant	—			—			—			37			—			37
Sale of product lines	—			(10		)	—			—			(5		)	(15		)
Goodwill related to the DCC Transaction	—			1,705			1,524			—			—			3,229
Foreign currency impact	—			(52		)	(66		)	(3		)	(12		)	(133		)
Balance at December 31, 2016	$	1,472		$	6,017		$	5,840		$	425		$	1,518		$	15,272

Goodwill Impairments

The carrying amount of goodwill for all periods presented was net of accumulated impairments of $209 million in Consumer Solutions and $220 million in Performance Materials & Chemicals.

Goodwill Impairment Testing

The Company performs an impairment test for goodwill annually during the fourth quarter. Qualitative factors may be assessed by the Company to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative factors assessed at the Company level include, but are not limited to, GDP growth rates, long-term hydrocarbon and energy prices, equity and credit market activity, discount rates, foreign exchange rates and overall financial performance. Qualitative factors assessed at the reporting unit level include, but are not limited to, changes in industry and market structure, competitive environments, planned capacity and new product launches, cost factors such as raw material prices, and financial performance of the reporting unit.

In 2016, the Company assessed qualitative factors for 11 of the 14 reporting units carrying goodwill (9 of 12 reporting units in 2015 and 9 of 14 reporting units in 2014). The qualitative assessment indicated that it was more likely than not that fair value exceeded carrying value for those reporting units included in the qualitative test. The Company performed the first step of the quantitative testing for the remaining three reporting units (three in 2015 and five in 2014). The Company utilized a discounted cash flow methodology to calculate the fair value of the reporting units. Based on the fair value analysis, management concluded that fair value exceeded carrying value for all reporting units in 2016, 2015 and 2014. As a result, no additional quantitative testing was required for the reporting units.

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets:



Other Intangible Assets at December 31	2016							2015
In millions	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Intangible assets with finite lives:
Licenses and intellectual property	$	3,148	$	(1,286	)	$	1,862	$	1,943	$	(1,087	)	$	856
Patents	106		(97		)	9		119		(108		)	11
Software	1,336		(696		)	640		1,253		(628		)	625
Trademarks	696		(503		)	193		666		(441		)	225
Customer-related	4,806		(1,567		)	3,239		3,164		(1,366		)	1,798
Other	168		(146		)	22		165		(140		)	25
Total other intangible assets, finite lives	$	10,260	$	(4,295	)	$	5,965	$	7,310	$	(3,770	)	$	3,540
IPR&D (1), indefinite lives	61		—			61		77		—			77
Total other intangible assets	$	10,321	$	(4,295	)	$	6,026	$	7,387	$	(3,770	)	$	3,617

(1) In-process research and development ("IPR&D") purchased in a business combination.

Intangible assets assumed in the DCC Transaction are presented in the table below. See Note 4 for additional information on this transaction.



Dow Corning Intangible Assets at June 1, 2016	Gross Carrying Amount		Weighted-average Amortization Period
In millions	Gross Carrying Amount		Weighted-average Amortization Period
Intangible assets with finite lives:
Licenses and intellectual property	$	1,200	9 years
Software	2		5 years
Trademarks	30		3 years
Customer-related	1,755		19 years
Total	$	2,987	15 years

Intangible assets acquired as part of the Univation step acquisition are presented in the table below. See Note 4 for additional information on this acquisition.



Univation Intangible Assets at May 5, 2015	Gross Carrying Amount		Weighted-average Amortization Period
In millions	Gross Carrying Amount		Weighted-average Amortization Period
Intangible assets with finite lives:
Licenses and intellectual property	$	340	10 years
Software	5		5 years
Trademarks	12		18 years
Customer-related	76		10 years
Total	$	433	10 years

On January 30, 2015, DAS acquired Coodetec's seed business resulting in an increase to intangible assets of $81 million, which included $14 million of trademarks, $1 million of customer-related intangibles, $20 million of germplasm (included in "Other") and $46 million of IPR&D. See Note 4 for additional information on this acquisition.

The following table provides information regarding amortization expense related to intangible assets:



Amortization Expense In millions	2016		2015		2014
Other intangible assets, excluding software	$	544	$	419	$	436
Software, included in “Cost of sales”	$	73	$	72	$	70

In the second quarter of 2016, the Company wrote-off $11 million of IPR&D as part of the 2016 restructuring charge. See Note 3 for additional information.

In 2014, the Company recognized a $50 million asset impairment charge for customer-related, trademarks and intellectual property intangible assets in the Dow Electronic Materials business, which is recorded in "Goodwill and other intangible asset impairment losses" in the consolidated statements of income and reflected in Consumer Solutions.

Total estimated amortization expense for the next five fiscal years is as follows:



Estimated Amortization Expense for Next Five Years In millions
2017	$	716
2018	$	722
2019	$	646
2020	$	609
2021	$	576

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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