XML 65 R39.htm IDEA: XBRL DOCUMENT v3.20.4
SEGMENTS AND GEOGRAPHIC REGIONS
12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Segments and Geographic Regions [Text Block] SEGMENTS AND GEOGRAPHIC REGIONS
Dow combines global breadth, asset integration and scale, focused innovation and leading business positions to achieve profitable growth. The Company's ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company, with a purpose to deliver a sustainable future for the world through our materials science expertise and collaboration with our partners. Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer care. Dow operates 106 manufacturing sites in 31 countries and employs approximately 35,700 people.

The Company conducts its worldwide operations through six global businesses which are organized into the following operating segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings. Corporate contains the reconciliation between the totals for the operating segments and the Company's totals. The Company did not aggregate any operating segments when determining its reportable segments. The Company reports geographic information for the following regions: U.S. & Canada, Asia Pacific, Latin America and EMEAI. The Company transfers ethylene to its downstream derivative businesses at market prices. The Company also allocated costs previously assigned to AgCo and SpecCo ("stranded costs") to the operating segments.

Dow’s measure of profit/loss for segment reporting purposes is Operating EBIT (for the year ended December 31, 2020) and pro forma Operating EBIT (for the years ended December 31, 2019 and 2018) as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines Operating EBIT as earnings (i.e., "Income (loss) from continuing operations before income taxes") before interest, excluding the impact of significant items. The Company defines pro forma Operating EBIT as earnings (i.e., "Income (loss) from continuing operations before income taxes") before interest, plus pro forma adjustments, excluding the impact of significant items. Operating EBIT and pro forma Operating EBIT by segment include all operating items relating to the businesses; items that principally apply to Dow as a whole are assigned to Corporate. The Company also presents pro forma net sales for the years ended December 31, 2019 and 2018 in this footnote as it is included in management's measure of segment performance and is regularly reviewed by the CODM. Pro forma net sales includes the impact of various manufacturing, supply and service related agreements entered into with DuPont and Corteva in connection with the separation which provide for different pricing than the historical intercompany and intracompany pricing practices of TDCC and Historical DuPont.
Corporate Profile
Dow conducts its worldwide operations through global businesses which are reflected in the following reportable segments:

Packaging & Specialty Plastics
Packaging & Specialty Plastics consists of two highly integrated global businesses: Hydrocarbons & Energy and Packaging and Specialty Plastics. The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies, to work at the customer’s design table throughout the value chain to deliver more reliable and durable, higher performing, and more sustainable plastics to customers in food and specialty packaging; industrial and consumer packaging; health and hygiene; caps, closures and pipe applications; consumer durables; mobility and transportation; and infrastructure. This segment includes the results of The Kuwait Styrene Company K.S.C.C. and The SCG-Dow Group, as well as a portion of the results of EQUATE, The Kuwait Olefins Company K.S.C.C. ("TKOC"), Map Ta Phut and Sadara, all joint ventures of the Company.

Industrial Intermediates & Infrastructure
Industrial Intermediates & Infrastructure consists of two customer-centric global businesses - Industrial Solutions and Polyurethanes & Construction Chemicals - that develop important intermediate chemicals that are essential to manufacturing processes, as well as downstream, customized materials and formulations that use advanced development technologies. These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances, coatings, electronics, surfactants for cleaning and sanitization, infrastructure and oil and gas. The global scale and reach of these businesses, world-class technology and R&D capabilities and materials science expertise enable the Company to be a premier solutions provider offering customers value-add sustainable solutions to enhance comfort, energy efficiency, product effectiveness and durability across a wide range of home comfort and appliances, building and construction, adhesives and lubricant applications, among others. This segment includes a portion of the Company's share of the results of EQUATE, TKOC, Map Ta Phut and Sadara.

Performance Materials & Coatings
Performance Materials & Coatings includes industry-leading franchises that deliver a wide array of solutions into consumer and infrastructure end-markets. The segment consists of two global businesses: Coatings & Performance Monomers and Consumer Solutions. These businesses primarily utilize the Company's acrylics-, cellulosics- and silicone-based technology platforms to serve the needs of the architectural and industrial coatings; home care and personal care; consumer and electronics; mobility and transportation; industrial and chemical processing; and building and infrastructure end-markets. Both businesses employ materials science capabilities, global reach and unique products and technology to combine chemistry platforms to deliver differentiated offerings to customers.

Corporate
Corporate includes certain enterprise and governance activities (including insurance operations, environmental operations, etc.); non-business aligned joint ventures; non-business aligned litigation expenses; and discontinued or non-aligned businesses.

Sales are attributed to geographic region based on customer location; long-lived assets are attributed to geographic region based on asset location.

Geographic Region Information United 
States
EMEAIRest of 
World
Total
In millions
2020
Sales to external customers$12,547 $12,969 $13,026 $38,542 
Long-lived assets $13,833 $2,813 $3,593 $20,239 
2019
Sales to external customers$14,437 $14,612 $13,902 $42,951 
Long-lived assets $14,571 $2,649 $3,776 $20,996 
2018
Sales to external customers$16,613 $17,406 $15,585 $49,604 
Long-lived assets $14,750 $2,657 $4,011 $21,418 
Segment InformationPack. & Spec. PlasticsInd. Interm. & Infrast.Perf. Materials & CoatingsCorp.Total
In millions
2020
Net sales$18,301 $12,021 $7,951 $269 $38,542 
Restructuring and asset related charges - net 1
30 22 192 464 708 
Equity in earnings (losses) of nonconsolidated affiliates173 (166)(31)(18)
Operating EBIT 2
2,325 355 314 (279)2,715 
Depreciation and amortization1,372 605 870 27 2,874 
Total assets30,069 12,220 13,915 5,266 61,470 
Investments in nonconsolidated affiliates661 531 108 27 1,327 
Capital expenditures678 268 306 — 1,252 
2019
Net sales$20,245 $13,440 $8,923 $343 $42,951 
Pro forma net sales20,245 13,449 8,961 343 42,998 
Restructuring, goodwill impairment and asset related charges - net 1
439 1,175 1,076 529 3,219 
Equity in earnings (losses) of nonconsolidated affiliates162 (241)(20)(94)
Pro forma Operating EBIT 3
2,904 845 918 (315)4,352 
Depreciation and amortization1,435 594 877 32 2,938 
Total assets29,522 11,753 14,059 5,190 60,524 
Investments in nonconsolidated affiliates675 568 101 60 1,404 
Capital expenditures1,039 452 470 — 1,961 
2018
Net sales$24,195 $15,447 $9,677 $285 $49,604 
Pro forma net sales24,237 15,465 9,865 285 49,852 
Restructuring, goodwill impairment and asset related charges - net 1
46 11 21 143 221 
Equity in earnings (losses) of nonconsolidated affiliates287 284 (20)555 
Pro forma Operating EBIT 3
3,593 1,767 1,246 (370)6,236 
Depreciation and amortization1,385 607 888 29 2,909 
Total assets 4
30,279 14,092 16,050 3,378 63,799 
Investments in nonconsolidated affiliates1,278 1,850 99 93 3,320 
Capital expenditures1,231 433 427 — 2,091 
1.See Note 6 for information regarding the Company's restructuring programs, goodwill impairment and other asset related charges.
2.Operating EBIT for TDCC in 2020 is substantially the same as that of Dow Inc. and therefore is not disclosed separately in the table above. A reconciliation of "Income from continuing operations, net of tax" to Operating EBIT is provided on the following page.
3.Pro forma Operating EBIT for TDCC in 2019 is substantially the same as that of Dow Inc. (same for 2018) and therefore is not disclosed separately in the table above. A reconciliation of "Income (loss) from continuing operations, net of tax" to pro forma Operating EBIT is provided on the following page.
4.Excludes assets of discontinued operations of $19,900 million.
Reconciliation of "Income from continuing operations, net of tax" to Operating EBIT2020
In millions
Income from continuing operations, net of tax$1,294 
+ Provision for income taxes on continuing operations777 
Income from continuing operations before income taxes$2,071 
- Interest income38 
+ Interest expense and amortization of debt discount827 
- Significant items145 
Operating EBIT$2,715 

Reconciliation of "Income (loss) from continuing operations, net of tax" to Pro Forma Operating EBIT 20192018
In millions
Income (loss) from continuing operations, net of tax$(1,717)$2,940 
+ Provision for income taxes on continuing operations470 809 
Income (loss) from continuing operations before income taxes$(1,247)$3,749 
- Interest income81 82 
+ Interest expense and amortization of debt discount933 1,063 
+ Pro forma adjustments 1
65 180 
- Significant items(4,682)(1,326)
Pro forma Operating EBIT$4,352 $6,236 
1.Pro forma adjustments include: (1) the margin impact of various manufacturing, supply and service related agreements entered into with DuPont and Corteva in connection with the separation which provide for different pricing than the historical intercompany and intracompany pricing practices of TDCC and Historical DuPont (included for 2019 and 2018 only), (2) the removal of the amortization of ECP's inventory step-up recognized in connection with the Merger and (3) the elimination of the impact of events directly attributable to the Merger, internal reorganization and business realignment, separation, distribution and other related transactions (e.g., one-time transaction costs).

The following tables summarize the pretax impact of significant items by segment that are excluded from Operating EBIT and pro forma Operating EBIT:

Significant Items by Segment for 2020Pack. & Spec. PlasticsInd. Interm. & Infrast.Perf. Materials & CoatingsCorp.Total
In millions
Integration and separation costs 1
$— $— $— $(239)$(239)
Restructuring and asset related charges - net 2
(30)(22)(192)(464)(708)
Warranty accrual adjustment of exited business 3
— — — 11 11 
Restructuring implementation costs 4
— — — (10)(10)
Net gain on divestitures and asset sale 5
52 61 — 604 717 
Litigation related charges, awards and adjustments 6
544 — — — 544 
Loss on early extinguishment of debt 7
— — — (149)(149)
Indemnification and other transaction related costs 8
— — — (21)(21)
Total$566 $39 $(192)$(268)$145 
1.Costs related to business separation activities.
2.Includes Board approved restructuring plans and asset-related charges, which include other asset impairments. See Note 6 for additional information.
3.Includes an adjustment to the warranty accrual of an exited business.
4.Includes costs associated with implementing the Company's 2020 Restructuring Program.
5.Primarily related to a gain on the sale of rail infrastructure in the U.S. and Canada and a gain on the sale of marine and terminal operations and assets in the U.S. See Notes 5 and 7 for additional information.
6.Includes recognition of gains associated with a legal matter with Nova. See Note 16 for additional information.
7.The Company retired outstanding long-term debt resulting in a loss on early extinguishment. See Note 15 for additional information.
8.Primarily related to charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation.
Significant Items by Segment for 2019Pack. & Spec. PlasticsInd. Interm. & Infrast.Perf. Materials & CoatingsCorp.Total
In millions
Integration and separation costs 1
$— $— $— $(1,013)$(1,013)
Restructuring, goodwill impairment and asset related charges - net 2
(439)(1,175)(1,076)(529)(3,219)
Warranty accrual adjustment of exited business 3
— — — 39 39 
Environmental charges 4
(5)(8)(50)(336)(399)
Loss on divestitures 5
— (5)— (44)(49)
Loss on early extinguishment of debt 6
— — — (102)(102)
Litigation related charges, awards and adjustments 7
170 — — 35 205 
Indemnification and other transaction related costs 8
— — — (144)(144)
Total$(274)$(1,188)$(1,126)$(2,094)$(4,682)
1.Costs related to post-Merger integration and business separation activities. Excludes one-time transaction costs directly attributable to the Merger.
2.Includes Board approved restructuring plans and asset related charges (see Note 6 for additional information); a charge related to Sadara (see Note 12 for additional information) and an impairment charge related to goodwill associated with the Coatings & Performance Monomers reporting unit (see Note 13 for additional information).
3.Includes an adjustment to the warranty accrual of an exited business.
4.Related to environmental remediation, primarily resulting from the culmination of long-standing negotiations with regulators and/or agencies and review of additional costs to manage ongoing remediation activities resulting from Dow’s separation from DowDuPont and related agreements with Corteva and DuPont. See Note 16 for additional information.
5.Includes post-closing adjustments on previous divestitures.
6.The Company retired outstanding long-term debt resulting in a loss on early extinguishment. See Note 15 for additional information.
7.Includes a gain associated with a legal matter with Nova, as well as a gain related to an adjustment of the Implant Liability and a charge related to the settlement of the Commercial Creditor matters. See Note 16 for additional information.
8.Includes charges primarily associated with agreements entered into with DuPont and Corteva as part of the separation and distribution which, among other matters, provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after the completion of the separation.

Significant Items by Segment for 2018Pack. & Spec. PlasticsInd. Interm. & Infrast.Perf. Materials & CoatingsCorp.Total
In millions
Impact of Dow Silicones ownership restructure 1
$— $— $(20)$— $(20)
Integration and separation costs 2
— — — (1,074)(1,074)
Restructuring and asset related charges - net 3
(46)(11)(21)(120)(198)
Gain on divestiture 4
— 20 — — 20 
Loss on early extinguishment of debt 5
— — — (54)(54)
Total$(46)$$(41)$(1,248)$(1,326)
1.Includes a loss related to a post-closing adjustment related to the Dow Silicones ownership restructure.
2.Costs related to post-Merger integration and separation and distribution activities, and costs related to the Dow Silicones ownership restructure.
3.Includes Board approved restructuring plans and asset-related charges, which include other asset impairments. See Note 6 for additional information.
4.Includes a gain related to the Company's sale of its equity interest in MEGlobal.
5.The Company retired outstanding notes payable resulting in a loss on early extinguishment. See Note 15 for additional information.