XML 86 R29.htm IDEA: XBRL DOCUMENT v3.19.3
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY (Notes)
9 Months Ended
Sep. 30, 2019
Stockholders' Equity Attributable to Parent [Abstract]  
Stockholders' Equity Note Disclosure [Text Block] STOCKHOLDERS' EQUITY
Common Stock
Dow Inc.
Dow Inc. was incorporated in 2018 with 100 authorized and issued shares of common stock, par value $0.01 per share, owned solely by its parent company, DowDuPont. In the first quarter of 2019, in connection with the separation and distribution of DowDuPont’s materials science business, the number of authorized shares of common stock was increased to 5,000,000,000 shares, par value $0.01 per share, and Dow Inc.'s 100 shares of issued common stock were recapitalized into 748,771,240 shares of common stock. Dow Inc.'s common stock was solely owned by DowDuPont through March 31, 2019, and on April 1, 2019, Dow Inc. became an independent, publicly traded company. Dow Inc. common stock is listed on the NYSE under the symbol “DOW.” See Note 3 for additional information.

TDCC
Effective with the Merger and through March 31, 2019, TDCC had 100 authorized and issued shares of common stock, par value $0.01 per share, owned solely by DowDuPont. Effective with the separation from DowDuPont, TDCC became a wholly owned subsidiary of Dow Inc., which now holds all 100 authorized and issued shares of common stock of TDCC. See Note 3 for additional information.

Retained Earnings
Dow Inc.
There are no significant restrictions limiting Dow Inc.'s ability to pay dividends. On April 11, 2019, Dow Inc.'s Board of Directors ("Board") declared a dividend of $0.70 per share, which was paid on June 14, 2019, to shareholders of record on May 31, 2019. On August 15, 2019, Dow Inc.'s Board declared a dividend of $0.70 per share, which was paid on September 13, 2019, to shareholders of record on August 30, 2019. On October 10, 2019, Dow Inc.'s Board declared a dividend of $0.70 per share, payable on December 13, 2019, to shareholders of record on November 29, 2019.

TDCC
Effective with the Merger, TDCC no longer had publicly traded common stock. TDCC's common shares were owned solely by DowDuPont, prior to the separation on April 1, 2019, and TDCC's Board of Directors determined whether or not there would be a dividend distribution to DowDuPont. Effective with the separation from DowDuPont on April 1, 2019, TDCC became a wholly owned subsidiary of Dow Inc. and TDCC's common shares are owned solely by its parent company, Dow Inc.

See Note 3 for information on the impact of the receipt of ECP, which was accounted for as a transfer between entities under common control.

Treasury Stock
Dow Inc.
On April 1, 2019, Dow Inc.'s Board of Directors ratified the share repurchase program originally approved on March 15, 2019, authorizing up to $3.0 billion to be spent on the repurchase of the Company's common stock, with no expiration date, to be launched subsequent to Dow's separation from DowDuPont. In the third quarter of 2019, Dow Inc. repurchased $101 million of Dow Inc. common stock ($406 million in the first nine months of 2019). At September 30, 2019, approximately $2.6 billion of the share repurchase program authorization remained available for repurchases.

The following table provides a reconciliation of Dow Inc. common stock activity for the nine months ended September 30, 2019:

Shares of Dow Inc. Common Stock
Issued
Held in Treasury
 
Balance at Jan 1, 2019
100


Impact of recapitalization
748,771,140


Issued 1
686,397


Repurchased

7,961,732

Balance at Sep 30, 2019
749,457,637

7,961,732

1.
Shares issued to employees under the Company's equity compensation plans.

Accumulated Other Comprehensive Loss
The changes in each component of AOCL for the three and nine months ended September 30, 2019 and 2018 were as follows:

Accumulated Other Comprehensive Loss
Three Months Ended
Nine Months Ended
In millions
Sep 30, 2019
Sep 30, 2018
Sep 30, 2019
Sep 30, 2018
Unrealized Gains (Losses) on Investments
 
 
 
 
Beginning balance
$
49

$
(23
)
$
(51
)
$
17

Unrealized gains (losses) on investments
20

6

158

(45
)
Less: Tax (expense) benefit
(4
)
(1
)
(33
)
9

Net unrealized gains (losses) on investments
16

5

125

(36
)
(Gains) losses reclassified from AOCL to net income 1
(6
)
4

(18
)
7

Less: Tax expense (benefit) 2
1

(1
)
4

(2
)
Net (gains) losses reclassified from AOCL to net income
(5
)
3

(14
)
5

Other comprehensive income (loss), net of tax
11

8

111

(31
)
Reclassification of stranded tax effects 3



(1
)
Ending balance
$
60

$
(15
)
$
60

$
(15
)
Cumulative Translation Adjustment
 
 
 
 
Beginning balance
$
(1,067
)
$
(1,682
)
$
(1,813
)
$
(1,481
)
Gains (losses) on foreign currency translation
(164
)
(94
)
(100
)
(166
)
Less: Tax (expense) benefit
(26
)
(4
)
(12
)
(24
)
Net gains (losses) on foreign currency translation
(190
)
(98
)
(112
)
(190
)
(Gains) losses reclassified from AOCL to net income 4
(26
)

(68
)
(2
)
Other comprehensive income (loss), net of tax
(216
)
(98
)
(180
)
(192
)
Impact of common control transaction 5


710


Reclassification of stranded tax effects 3



(107
)
Ending balance
$
(1,283
)
$
(1,780
)
$
(1,283
)
$
(1,780
)
Pension and Other Postretirement Benefits
 
 
 
 
Beginning balance
$
(7,635
)
$
(7,675
)
$
(7,965
)
$
(6,998
)
Gains (losses) arising during the period


34


Less: Tax (expense) benefit


(10
)

Net gains (losses) arising during the period


24


Amortization and recognition of net loss and prior service credits 6
139

156

413

468

Less: Tax expense (benefit) 2
(31
)
(33
)
(82
)
(95
)
Net loss and prior service credits reclassified from AOCL to net income
108

123

331

373

Other comprehensive income (loss), net of tax
108

123

355

373

Impact of common control transaction 5


83


Reclassification of stranded tax effects 3



(927
)
Ending balance
$
(7,527
)
$
(7,552
)
$
(7,527
)
$
(7,552
)
Derivative Instruments
 
 
 
 
Beginning balance
$
(335
)
$
(7
)
$
(56
)
$
(109
)
Gains (losses) on derivative instruments
(187
)
241

(545
)
315

Less: Tax (expense) benefit
37

(45
)
110

(44
)
Net gains (losses) on derivative instruments
(150
)
196

(435
)
271

(Gains) losses reclassified from AOCL to net income 7
20

16

30

75

Less: Tax expense (benefit) 2
(4
)
(4
)
(8
)
(14
)
Net (gains) losses reclassified from AOCL to net income
16

12

22

61

Other comprehensive income (loss), net of tax
(134
)
208

(413
)
332

Reclassification of stranded tax effects 3



(22
)
Ending balance
$
(469
)
$
201

$
(469
)
$
201

Total AOCL ending balance
$
(9,219
)
$
(9,146
)
$
(9,219
)
$
(9,146
)
1.
Reclassified to "Net sales" and "Sundry income (expense) - net."
2.
Reclassified to "Provision for income taxes."
3.
Amounts reclassified to "Retained earnings" as a result of the adoption of ASU 2018-02.
4.
Reclassified to "Sundry income (expense) - net."
5.
Reclassified to "Retained earnings" as a result of the separation from DowDuPont on April 1, 2019. See Note 3 for additional information.
6. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans. See Note 17 for additional information. For the nine months ended September 30, 2019, a $45 million adjustment related to a joint venture was reclassified to "Investment in nonconsolidated affiliates" in the consolidated balance sheets.
7. Reclassified to "Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount."