Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Throughout this~~This Quarterly Report on Form 10-Q ~~except as otherwise noted~~is a combined report being filed by ~~the context, the terms “Company” or “Dow” used herein mean~~Dow Inc. and The Dow Chemical Company and its consolidated ~~subsidiaries. Effective August 31, 2017,~~subsidiaries (“TDCC” and together with Dow Inc., “Dow” or the ~~Company completed~~"Company"). This Quarterly Report on Form 10‑Q reflects the ~~all-stock merger~~results of ~~equals transaction with~~Dow and its consolidated subsidiaries, after giving effect to the distribution to DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc. or "DuPont") of TDCC’s agricultural sciences business (“AgCo”) and specialty products business (“SpecCo”) and the receipt of E. I. du Pont de Nemours and Company and its consolidated subsidiaries' (“Historical DuPont”) ~~(the “Merger Transaction”)~~ethylene and ~~each~~ethylene copolymers business (other than its ethylene acrylic elastomers business) ("ECP"). The U.S. GAAP consolidated financial results of Dow Inc. and TDCC reflect the distribution of AgCo and SpecCo as discontinued operations for the applicable periods presented as well as the receipt of ECP as a common control transaction from the closing of the merger with Historical DuPont on August 31, 2017. In addition, following the separation from DowDuPont, the Company changed the manner in which its business activities were managed. The Company's portfolio now includes 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. As a result of the parent/subsidiary relationship between Dow Inc. and TDCC, and the expectation that the financial statements and disclosures of each company will be substantially similar, the companies are filing a combined report for this Quarterly Report on Form 10-Q. The information reflected in this report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Each of Dow Inc. and TDCC is filing information in this report on its own behalf and neither company makes any representation to the information relating to the other company.

On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC, owning all of the outstanding common shares of TDCC. For filings related to the period commencing April 1, 2019 and thereafter, TDCC was deemed the predecessor to Dow Inc., and the historical results of TDCC are deemed the historical results of Dow Inc. for periods prior to and including March 31, 2019.

The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and Historical DuPont each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of ~~DowDuPont. For more information, please see each~~DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of ~~DowDuPont’s, Dow’s~~internal reorganization and ~~DuPont’s latest annual, quarterly~~realignment steps to realign their businesses into three subgroups: agriculture, materials science and ~~current reports on Forms 10-K, 10-Q and 8-K,~~specialty products. Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the ~~case may be, and~~holding company for the joint proxy statement/prospectus included in the registration statement on Form S-4 filed by DowDuPont with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2016 (File No. 333-209869), as last amended on June 7, 2016, and declared effective by the SEC on June 9, 2016 (the “Registration Statement”) in connection with the Merger Transaction.materials science business.

This report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance, ~~and~~ financial condition, and other matters, and often contain words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” ~~“see,~~“should,” ~~“target,~~“strategy,” "target," “will,” “will be,” ~~“would,~~“will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Forward-looking statements include, but are not limited to, expectations as to future sales of Dow’s products; the ability to protect Dow’s intellectual property in the United States and abroad; estimates regarding Dow’s capital requirements and need for and availability of financing; estimates of Dow’s expenses, future revenues and profitability; estimates of the size of the markets for Dow’s products and services and Dow’s ability to compete in such markets; expectations related to the rate and degree of market acceptance of Dow’s products; the outcome of certain Dow contingencies, such as litigation and environmental matters; estimates of the success of competing technologies that may become available and expectations regarding the benefits and costs associated with each of the foregoing.

Forward-looking statements by their nature address matters that are, to different degrees, ~~uncertain, and are not guarantees of future performance and~~uncertain. Forward-looking statements are based on certain assumptions and expectations of future events which may not be ~~realized. Forward-looking~~realized and speak only as of the date the statements were made. In addition, forward-looking statements also involve risks, uncertainties and ~~uncertainties, many of which~~other factors that are beyond the Company’s and DowDuPont’s control. A detailed discussion of some of the significant risks and uncertainties which may cause actual results and events to differ materially from the forward-looking statements is included in the section titled “Risk Factors” (Part II, Item 1A of this Form 10-Q) and in the Registration Statement.

appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war; weather events and natural disasters; ability to protect, defend and enforce Dow’s intellectual property rights; increased competition; changes in relationships with Dow’s significant customers and suppliers; unanticipated expenses such as litigation or legal settlement expenses; unanticipated business disruptions; Dow’s ability to predict, identify and interpret changes in consumer preferences and demand; Dow’s ability to complete proposed divestitures or acquisitions; Dow’s ability to realize the expected benefits of acquisitions if they are completed; the availability of financing to Dow in the future and the terms and conditions of such financing; and disruptions in Dow’s information technology networks and systems. Additionally, there may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business.

Risks related to achieving the anticipated benefits of Dow's separation from DowDuPont include, but are not limited to, a number of conditions including risks outside the control of Dow, including risks related to (i) ~~successful integration~~Dow's inability to achieve some or all of the ~~respective agriculture, materials science and specialty products businesses of Dow and DuPont, including anticipated~~benefits that it expects to receive from the separation from DowDuPont; (ii) certain tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) achievement of the anticipated synergies by DowDuPont’s agriculture, materials science and specialty products businesses; (iii) risks associated with the ~~Intended Business Separations, including portfolio~~separation; (iii) Dow's inability to make necessary changes ~~and anticipated timing;~~to operate as a stand-alone company; (iv) the ~~risk~~failure of Dow's pro forma financial information to be a reliable indicator of Dow's future results; (v) Dow's inability to enjoy the same benefits of diversity, leverage and market reputation that ~~disruptions~~it enjoyed as a combined company; (vi) Dow's inability to receive third-party consents required under the separation agreement; (vii) Dow's customers, suppliers and others' perception of Dow's financial stability on a stand-alone basis; (viii) non-compete restrictions under the separation agreement; (ix) receipt of less favorable terms in the commercial agreements Dow entered into with DuPont and Corteva, Inc. ("Corteva"), including restrictions under intellectual property cross-license agreements, than Dow would have received from ~~the Intended Business Separations will harm Dow’s business (either directly~~ an unaffiliated third party; and (x) Dow's obligation to indemnify DuPont and/or ~~indirectly~~Corteva for certain liabilities.

Where, in ~~connection with disruptions~~any forward-looking statement, an expectation or belief as to ~~DowDuPont~~future results or ~~DuPont), including~~events is expressed, such expectation or belief is based on the current plans and ~~operations;~~expectations of management and ~~(v) potential adverse reactions~~expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or ~~changes to business relationships resulting from~~belief will result or be achieved or accomplished. For a more detailed discussion of Dow’s risks and uncertainties, see the ~~completion~~section titled “Risk Factors” contained in Part II, Item 1A of this Quarterly Report on Form 10-Q, the Current Report on Form 8-K of Dow Inc. and TDCC, filed with the SEC on July 25, 2019, recasting portions of the ~~Merger Transaction or~~TDCC 10-K for the ~~Intended Business Separations. The list~~fiscal year ended December 31, 2018; and in Part I, Item 1A of ~~factors presented here is,~~the Annual Report on Form 10-K of TDCC for the fiscal year ended December 31, 2018. Dow Inc. and ~~the list of factors presented in the Registration Statement are, representative and unlisted factors may present significant additional obstacles to the realization of forward-looking statements.~~

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc. or "DuPont") completed the separation of its materials science business and Dow Inc. became the direct parent company of The Dow Chemical Company and its consolidated subsidiaries (“TDCC” and together with Dow Inc., “Dow” or the “Company”). The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries (“Historical DuPont”) each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business. See Note 3 for additional information.

The unaudited interim consolidated financial statements of ~~The~~ Dow ~~Chemical Company~~Inc. and ~~its subsidiaries (“Dow” or the “Company”)~~TDCC 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~~TDCC's Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018 ("TDCC 2018 10-K"), and the Current Report on Form 8-K of Dow Inc. and TDCC, filed with the U.S. Securities and Exchange Commission ("SEC") on July 25, 2019, which recast portions of the TDCC 2018 10-K (“2018 10-K Recast”).

Effective April 1, 2019, Dow Inc. owns all of the outstanding common shares of TDCC. TDCC is deemed the predecessor to Dow Inc. and the historical results of TDCC are deemed the historical results of Dow Inc. for periods prior to and including March 31, 2019. As a result of the parent/subsidiary relationship between Dow Inc. and TDCC, and the expectation that the financial statements and disclosures of each company will be substantially similar, the companies are filing a combined report for this Quarterly Report on Form 10-Q. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted.

As of the effective date and time of the distribution, DowDuPont does not beneficially own any equity interest in Dow and no longer consolidates Dow and its consolidated subsidiaries into its financial results. The consolidated financial results of Dow for all periods presented reflect the distribution of TDCC’s agricultural sciences business (“AgCo”) and specialty products business (“SpecCo”) as discontinued operations, as well as the receipt of Historical DuPont’s ethylene and ethylene copolymers businesses (other than its ethylene acrylic elastomers business) (“ECP”) as a common control transaction from the closing of the Merger on 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.2017. See Note 3 and Dow Inc.'s Amendment No. 4 to the Registration Statement on Form 10 filed with the SEC on March 8, 2019 for additional ~~information on~~information.

Effective with the ~~Merger.~~Merger, the Company's business activities were components of DowDuPont's business operations and therefore, were reported as a single operating segment. Following the separation from DowDuPont, the Company changed the manner in which its business activities were managed. The Company's portfolio now includes 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. See Note 23 for additional information.

~~Beginning September 1, 2017,~~From the Merger date through the separation, transactions between DowDuPont, ~~Dow~~TDCC and Historical DuPont and their affiliates ~~are reflected in these consolidated financial statements and will be disclosed~~were treated as related party ~~transactions, when material.~~transactions. Transactions between ~~Dow~~TDCC and Historical DuPont primarily ~~consist~~consisted of the sale and procurement of certain ~~feedstocks and~~ raw materials that ~~are~~were consumed in each company's manufacturing process. Transactions ~~with DuPont during the month of September 2017 were not material to the consolidated financial statements.~~

Throughout this Quarterly Report on Form ~~10-K for~~10-Q, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

Except as otherwise indicated by the ~~year ended December 31, 2016 for information on~~context, the ~~Company's significant accounting policies.~~

In the first quarter of ~~2017,~~2019, the Company adopted ~~ASU 2016-09~~Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," and ~~elected to apply changes on a retrospective basis to the consolidated statements of cash flows related to the classification of excess tax benefits~~associated ASUs (collectively, "Topic 842"). See Notes 2 and ~~employee taxes paid for share-based payment arrangements. See Note 2~~14 for additional information. ~~A summary of the changes made to the consolidated statements of cash flows~~The Company added a significant accounting policy for ~~the nine months ended September 30, 2016, is included in the following table:~~

Additionally, the Company's consolidated balance sheet reflects the impact of the adoption of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" and the associated ASUs (collectively, "Topic 606") at January 1, 2019, by certain nonconsolidated affiliates of the Company, which were subsequently distributed as part of the separation from DowDuPont. The ~~changes~~impact to the ~~financial statements are summarized~~Company's investment was a reduction to "Investment in nonconsolidated affiliates" of $71 million and an increase to "Other noncurrent obligations" of $168 million, 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

Effective with the Merger, ~~Dow~~TDCC no longer ~~has~~had publicly traded common stock. ~~Dow's~~TDCC's common shares ~~are~~were owned solely by its parent company, ~~DowDuPont. As a result, the Company’s~~DowDuPont, prior to separation and TDCC’s Board of Directors ~~will review and determine on a periodic basis~~determined whether or not there ~~will~~would be a dividend distribution to DowDuPont. See Note 22 for additional information.

In the first quarter of ~~2017,~~2019, 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, 2019

In August 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in ~~2014 (ASU 2014-09).~~the notes to the financial statements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement." 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~~2019. Early adoption is ~~permitted.~~permitted for either the entire standard or only the requirements that modify or eliminate the disclosure requirements, with certain requirements applied prospectively, and all other requirements applied retrospectively

to all periods presented. The Company ~~has a team in place~~expects to ~~evaluate~~adopt 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.~~2020 and the adoption of this guidance is not expected to have a material impact on the consolidated financial statements.

In August ~~2016,~~2018, the FASB issued ASU ~~2016-15, "Statement of Cash Flows (Topic 230)~~2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): ~~Classification of Certain Cash Receipts and Cash Payments,~~Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract," which ~~addresses diversity~~requires a customer in ~~practice~~a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ~~how certain cash receipts~~Topic 350, "Intangibles - Goodwill and ~~cash payments are presented and classified in the statements of cash flows with respect~~Other" to ~~eight specific cash flow issues.~~determine which implementation costs to capitalize as assets or expense as incurred. 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.~~2019. Early adoption is permitted ~~including adoption in~~and 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~~entity can elect to apply 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.

~~Effective August 31, 2017, Dow and DuPont~~On April 1, 2019, DowDuPont completed the previously announced ~~merger~~separation of ~~equals transaction contemplated~~its materials science business. The separation was effected by way of a pro rata distribution of all of the ~~Agreement~~then-issued and ~~Plan~~outstanding shares of ~~Merger, dated~~Dow Inc. common stock to DowDuPont stockholders of record as of ~~December 11, 2015, as amended~~the close of business, Eastern Time, on March ~~31, 2017~~21, 2019 (the ~~"Merger Agreement"~~“Record Date”), 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. The shareholders of record 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 throughreceived one ~~or more tax-efficient transactions ("Intended Business Separations").~~

On April 1, 2019, Dow Inc. received a cash contribution of $2,024 million from DowDuPont as part of the ~~Mergers were generally automatically converted into options~~internal reorganization and ~~deferred stock~~business realignment steps between Dow Inc., TDCC and ~~other equity awards relating~~DowDuPont. Dow Inc. recognized a reduction to ~~shares~~"Retained earnings" of ~~DowDuPont Common Stock after giving effect to appropriate adjustments to reflect~~$14,861 million in 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.



ECP Assets Received and Liabilities Assumed on Aug 31, 2017	Carrying value
In millions	Carrying value
Cash and cash equivalents	$	1
Accounts and notes receivable - Trade	169
Accounts and notes receivable - Other	32
Inventories	529
Other current assets	6
Investment in nonconsolidated affiliates	116
Net property	817
Goodwill	3,617
Other intangible assets	1,484
Deferred income tax assets	9
Total Assets	$	6,780
Accounts payable - Trade	102
Accounts payable - Other	29
Accrued and other current liabilities	31
Deferred income tax liabilities	683
Pension and other postretirement benefits - noncurrent	6
Other noncurrent obligations	3
Total Liabilities	$	854
Net Assets (impact to "Retained earnings")	$	5,926

Upon distribution, the Company retrospectively adjusted the previously issued consolidated financial statements and presented AgCo and SpecCo as discontinued operations based on the guidance in Accounting Standards Codification (“ASC”) 205-20 “Discontinued Operations.” The results of operations of AgCo and SpecCo are presented as discontinued operations in the consolidated statements of income and are summarized in the table that ~~Brazil's Administrative Council for Economic Defense ("CADE") granted conditional regulatory approval~~follows:



Results of Operations of AgCo and SpecCo	Three Months Ended			Nine Months Ended
	Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
In millions
Net sales	$	2,719		$	2,953		$	9,175
Cost of sales	1,748			1,804			5,696
Research and development expenses	188			175			564
Selling, general and administrative expenses	273			262			828
Amortization of intangibles	61			61			188
Restructuring and asset related charges - net	64			78			202
Equity in earnings of nonconsolidated affiliates	31			28			114
Sundry income (expense) - net	(11		)	(18		)	(6		)
Interest income	5			3			16
Interest expense and amortization of debt discount	22			7			43
Income from discontinued operations before income taxes	$	388		$	579		$	1,778
Provision for income taxes	53			134			375
Income from discontinued operations, net of tax	$	335		$	445		$	1,403

The carrying amount of major classes of assets and liabilities related to the distribution of AgCo and SpecCo consisted 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.following:

In connection with ~~DuPont's proposed transaction~~the separation, Dow Inc. entered into certain agreements with ~~FMC, on March 31, 2017 Dow~~DuPont and/or Corteva, including the following: Separation and ~~DuPont amended~~Distribution Agreement, Tax Matters Agreement and Employee Matters Agreement (collectively, 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)"Agreements"). In addition to establishing the ~~amendment~~terms of the ~~Merger Agreement~~separation, the Agreements provide a framework for Dow’s interaction with DuPont and Corteva after the separation and also ~~amended~~provide for the ~~form~~allocation among Dow, DuPont and Corteva of ~~bylaws for DowDuPont~~assets, liabilities and obligations attributable to ~~reflect that Dow~~periods prior to, at 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~~after the completion of ~~all~~the separation. The Agreements also contain certain indemnity and/or cross-indemnity provisions that are intended to set forth each party’s respective rights, responsibilities and obligations for matters subject to indemnification. Except in certain instances, the parties’ indemnification obligations are uncapped. Certain indemnification obligations will be subject to reduction by insurance proceeds or other third-party proceeds of the ~~intended spin-offs within 18 months following closing~~indemnified party that reduces the amount of the ~~Merger and would not adversely impact the value of the intended spin-off transaction to DowDuPont's shareholders).~~

The impacts of ~~the intended resulting companies.~~

In addition, the ~~EAA copolymers~~Company has certain product and ~~ionomers business~~service agreements with DuPont and ~~determined it did not represent a strategic shift~~Corteva that ~~had a major effect~~were considered intercompany transactions prior to the separation, but are trade transactions subsequent to the separation. These transactions have been retrospectively reclassified as trade transactions in the consolidated financial statements. Based on the Company’s ~~operations and financial results and did not qualify as an individually significant component~~assessment of the ~~Company. The expected divestiture~~specific factors identified in ASC Topic 205, “Presentation of ~~a portion of Dow AgroSciences' corn seed~~Financial Statements,” the Company concluded that these agreements do not constitute significant continuing involvement in AgCo or SpecCo.

Integration and separation costs, which reflect costs related to post-Merger integration and business ~~does not qualify~~separation activities, as ~~a component of the Company. As a result, these divestitures were not reported~~well as ~~discontinued operations.~~

The majority of Dow's revenue is derived from product sales. In the three and nine months ended September 30, 2019, 98 percent of Dow's revenue related to product sales (99 percent for the three and nine months ended September 30, 2018), with the remaining balance primarily related to the ~~Consolidated Financial Statements~~Company's insurance operations and licensing of patents and technologies. Product sales consist of sales of Dow's products to manufacturers and distributors and considers order confirmations or purchase orders, which in some cases are governed by master supply agreements, to be contracts with a customer. Dow enters into licensing arrangements in which it licenses certain rights of its patents and technology to customers. Revenue from Dow’s licenses for patents and technology is derived from sales-based royalties and licensing arrangements based on billing schedules established in each contract.

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. At September 30, 2019, Dow had unfulfilled performance obligations of $611 million ($407 million at December 31, 2018) related to the licensing of technology. Dow expects revenue to be recognized for the remaining performance obligations over the next one to six years.

The remaining performance obligations are for product sales that have expected durations of one year or less, product sales of materials delivered through a pipeline for which Dow has elected the right to invoice practical expedient, or variable consideration attributable to royalties for licenses of patents and technology. Dow has received advance payments from customers related to long-term supply agreements that are deferred and recognized over the life of the contract, with remaining contract terms that range up to 22 years. Dow will have rights to future consideration for revenue recognized when product is delivered to the customer. These payments are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the ~~Company's Annual Report on Form 10-K~~consolidated balance sheets.

Dow disaggregates its revenue from contracts with customers by segment and business, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

Dow receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to Dow's contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities include payments received in advance of performance under the ~~year ended~~contract and are realized when the associated revenue is recognized under the contract. "Contract liabilities - current" primarily reflects deferred revenue from prepayments from customers for product to be delivered in 12 months or less. "Contract liabilities - noncurrent" includes advance payments that Dow has received from customers related to long-term supply agreements and royalty payments that are deferred and recognized over the life of the contract.

The increase in contract liabilities from December 31, ~~2016.~~

The following table summarizes the contract balances at September 30, 2019 and December 31, 2018:

~~DowDuPont Cost Synergy Program~~

In September and November 2017, DowDuPont approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the "Synergy Program") which was designed to integrate and optimize the organization following the Merger and in preparation for the business separations. The Company expects actions related to the Synergy Program to be substantially complete by the end of 2019. The following table summarizes the activities related to the ~~Company's 2016 restructuring reserve,~~Synergy Program, which isare reflected on a continuing operations basis:



DowDuPont Synergy Program	Severance and Related Benefit Costs			Asset Write-downs and Write-offs			Costs Associated with Exit and Disposal Activities			Total
In millions	Severance and Related Benefit Costs			Asset Write-downs and Write-offs			Costs Associated with Exit and Disposal Activities			Total
Reserve balance at Dec 31, 2017	$	270		$	—		$	5		$	275
Packaging & Specialty Plastics	$	—		$	—		$	3		$	3
Industrial Intermediates & Infrastructure	—			—			11			11
Corporate	68			3			—			71
Total restructuring charges	$	68		$	3		$	14		$	85
Charges against the reserve	—			(3		)	—			(3		)
Cash payments	(48		)	—			(3		)	(51		)
Reserve balance at Mar 31, 2018	$	290		$	—		$	16		$	306
Corporate	$	17		$	13		$	—		$	30
Total restructuring charges	$	17		$	13		$	—		$	30
Charges against the reserve	—			(13		)	—			(13		)
Cash payments	(54		)	—			(6		)	(60		)
Reserve balance at Jun 30, 2018	$	253		$	—		$	10		$	263
Packaging & Specialty Plastics	$	—		$	4		$	—		$	4
Corporate	43			—			—			43
Total restructuring charges	$	43		$	4		$	—		$	47
Charges against the reserve	—			(4		)	—			(4		)
Cash payments	(56		)	—			—			(56		)
Reserve balance at Sep 30, 2018	$	240		$	—		$	10		$	250
Packaging & Specialty Plastics	$	—		$	6		$	—		$	6
Performance Materials & Coatings	—			7			—			7
Corporate	9			—			—			9
Total restructuring charges	$	9		$	13		$	—		$	22
Charges against the reserve	—			(13		)	—			(13		)
Cash payments	(39		)	—			(3		)	(42		)
Reserve balance at Dec 31, 2018	$	210		$	—		$	7		$	217
Packaging & Specialty Plastics	$	—		$	—		$	1		$	1
Corporate	52			76			15			143
Total restructuring charges	$	52		$	76		$	16		$	144
Charges against the reserve	—			(76		)	—			(76		)
Cash payments	(79		)	—			(4		)	(83		)
Reserve balance at Mar 31, 2019	$	183		$	—		$	19		$	202
Performance Materials & Coatings	$	—		$	22		$	—		$	22
Corporate	25			7			5			37
Total restructuring charges	$	25		$	29		$	5		$	59
Charges against the reserve	—			(29		)	(2		)	(31		)
Cash payments	(71		)	—			—			(71		)
Reserve balance at Jun 30, 2019	$	137		$	—		$	22		$	159
Industrial Intermediates & Infrastructure	$	—		$	—		$	5		$	5
Performance Materials & Coatings				1						1
Corporate	46			4			—			50
Total restructuring charges	$	46		$	5		$	5		$	56
Charges against the reserve	—			(5		)	—			(5		)
Cash payments	(77		)	—			(6		)	(83		)
Reserve balance at Sep 30, 2019	$	106		$	—		$	21		$	127

At September 30, 2019, $107 million was included in "Accrued and other current liabilities" ($205 million at December 31, 2018) and $20 million was included in "Other noncurrent obligations" ($12 million at December 31, 2018) in the consolidated balance sheets.

The Company recorded pretax restructuring ~~charge included~~charges of $842 million inception-to-date under the Synergy Program on a continuing operations basis, consisting of severance and related benefit costs of ~~$268~~$567 million, ~~for the separation~~asset write-downs and write-offs 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~~$230 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.

The ~~following table summarizes adjustments made~~restructuring charges related to the ~~2015~~write-down and write-off of assets related primarily to miscellaneous asset write-downs and write-offs, including the shutdown of several small manufacturing facilities and the write-off of non-manufacturing assets and certain corporate facilities.

The restructuring ~~reserve~~charges for costs associated with exit and disposal activities for the ~~three-~~three and ~~nine-month periods~~nine months ended September 30, ~~2017~~2019 related primarily to contract cancellation penalties. In the nine months ended September 30, 2018, the restructuring charges for costs associated with exit and ~~2016:~~disposal activities included contract cancellation penalties and environmental remediation liabilities.

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.~~

The Company recognized additional pretax impairment charges of $16 million and $34 million for the three and nine months ended September 30, 2019, respectively, related primarily to capital additions made to a biopolymers manufacturing facility in Santa Vitoria, Minas Gerais, Brazil, which was impaired in 2017 (charge of $3 million and $9 million for the three and nine months ended September 30, 2018). The impairment charge was included in “Restructuring and asset related charges - net” in the consolidated statements of income and related to Performance Materials & Coatings ($9 million) and Packaging & Specialty Plastics ($7 million). See Note 20 for additional information.

On August 13, 2019, the Company entered into a definitive agreement to sell its acetone derivatives business to ALTIVIA Ketones & Additives, LLC. The divestiture includes the Company's acetone derivatives related inventory and production assets, located in Institute, West Virginia, in addition to the site infrastructure, land and utilities. The divestiture is expected to close in the fourth quarter of 2019. The Company will remain at the Institute site as a tenant. As a result of this planned divestiture, the Company recognized a pretax impairment charge of $75 million in the third quarter of 2019. The impairment charge was included in "Restructuring and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics ($24 million) and Corporate ($51 million). See Note 20 for additional information.

The Company uses "Sundry income (expense) – net" to record a variety of income and expense items such as foreign currency exchange gains and losses, ~~interest income,~~ dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other postretirement benefit plan credits or costs, and certain litigation matters.

For the three months ended September 30, ~~2017,~~2019, "Sundry income (expense) - net" was income of ~~$268~~$284 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.

For the three months ended September 30, 2019, "Sundry income (expense) - net" was income of $301 million compared with expense of $3 million for the three months ended September 30, ~~2016). During~~2018. For the nine months ended September 30, ~~2017, the Company recognized a charge~~2019, "Sundry income (expense) - net" was income of $7$369 million ~~for interest and penalties (a charge~~compared with income of ~~$73~~$37 million for the nine months ended September 30, ~~2016)~~2018. In addition to the amounts previously discussed above for TDCC, "Sundry income (expense) - net" for the nine months ended September 30, 2019, included a $58 million loss on post-closing adjustments related to a previous divestiture and $52 million in charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution, which provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after completion of the separation (both related to the Corporate segment). See Notes 3, 12, 13, 17 and 23 for additional information.

The following tables provide earnings per share calculations of Dow Inc. for the ~~Company files hundreds~~three and nine months ended September 30, 2019 and 2018. In accordance with the accounting guidance for earnings per share, earnings per share of ~~tax returns~~TDCC is not presented as this information is not required 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.~~wholly owned subsidiaries.



Share Count Information	Three Months Ended		Nine Months Ended
Shares in millions	Sep 30, 2019	Sep 30, 2018	Sep 30, 2019	Sep 30, 2018
Shares in millions	Sep 30, 2019	Sep 30, 2018	Sep 30, 2019	Sep 30, 2018
Weighted-average common shares - basic ²	739.8	747.2	743.3	747.2
Plus dilutive effect of equity compensation plans	3.2	—	2.8	—
Weighted-average common shares - diluted ²	743.0	747.2	746.1	747.2
Stock options and restricted stock units excluded from EPS calculations ³	12.9	—	6.4	—

The Company's investments in companies accounted for using the equity method ("nonconsolidated affiliates"), by classification in the consolidated balance sheets, are shown in the following ~~table provides~~table:

EQUATE

In the first quarter of 2019, EQUATE Petrochemical Company K.S.C.C. ("EQUATE") paid a ~~breakdown~~dividend of ~~property:~~$440 million, reflected in "Earnings of nonconsolidated affiliates less than dividends received" in the consolidated statements of cash flows. As a result, the Company had a negative investment balance in EQUATE of $139 million at September 30, 2019, classified as "Other noncurrent obligations" in the consolidated balance sheets. At December 31, 2018, the Company had an investment balance in EQUATE of $131 million, classified as "Investment in nonconsolidated affiliates" in the consolidated balance sheets.

In 2011, the Company and Saudi Arabian Oil Company formed Sadara Chemical Company (“Sadara”) - a joint venture between the two companies that subsequently constructed and now operates a world-scale, fully integrated chemicals complex in Jubail Industrial City, Kingdom of Saudi Arabia. The Company has a 35 percent equity interest in this joint venture and has been, and continues to be, responsible for marketing the majority of Sadara’s products through the Company’s established sales channels.

In 2017, Sadara achieved full commercial operations of all its facilities. In December 2018, the joint venture successfully completed its Creditors Reliability Test, an extensive operational testing program designed to demonstrate the reliability of the joint venture’s full chemical complex by operating at high rates for an extended period of time. While Sadara has reached these operational milestones and has been generating positive EBITDA (a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization), the joint venture has yet to report positive net income. During the fourth quarter of 2019, Sadara will commence an update of its strategic business plan, inclusive of updated financial projections, which will be reviewed with its board of directors. Sadara also expects to complete an impairment analysis of its long-lived assets which will include updated long-term cash flow projections from the updated strategic business plan as well as long term price assumptions from an independent third party, which are expected to be received in the fourth quarter of 2019. Based on these updated financial projections, Dow may also be required to evaluate its equity investment in Sadara for other-than-temporary impairment, which could result in an impairment charge up to the carrying value of the Company’s equity investment. At September 30, 2019, the Company’s equity investment in Sadara was $1,581 million.

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 unitsThe separation from DowDuPont did not impact the composition of ~~which had changed. The new~~the Company's six reporting ~~units are: Agriculture,~~units: Coatings & Performance Monomers ~~Construction Chemicals,~~("C&PM"), Consumer ~~Solutions, Electronics & Imaging, Energy~~ Solutions, Hydrocarbons & Energy, Industrial ~~Biosciences, Industrial~~ Solutions, ~~Nutrition & Health,~~ Packaging and Specialty Plastics and Polyurethanes & ~~CAV, Safety~~Construction Chemicals. The ECP businesses received as part of the separation from DowDuPont are included in the Hydrocarbons & ~~Construction~~Energy and ~~Transportation & Advanced Polymers. At September 30, 2017, goodwill is carried by all of these~~Packaging and Specialty Plastics reporting units.

~~As disclosed~~The Company’s goodwill impairment testing occurs annually in ~~Dow's 2016 Form 10-K,~~the fourth quarter and is performed at the reporting unit level. During the fourth quarter of 2019, the Company will initiate strategic business reviews as part of its annual planning process. As a result of the strategic business reviews, key decisions and long-term growth strategies could change the long-term financial plans used to determine the fair value of the Company’s reporting units.

In the fourth quarter of 2017, the Company recorded a goodwill impairment ~~testing~~charge of $1,491 million related to the C&PM reporting unit, primarily due to lower future revenue and profitability expectations. In the fourth quarter of 2018, the Company ~~performed additional sensitivity analysis,~~conducted quantitative testing on the ~~results of which indicated~~C&PM reporting unit and concluded that the fair value of the ~~Dow Coating Materials~~ reporting unit ~~(now part of Coatings & Performance Monomers) did not significantly exceed its~~exceeded the carrying ~~amount.~~value. The Company has continued to monitor the performance of the ~~Coatings & Performance Monomers~~C&PM reporting unit, as benchmarked against its long-term financial plan, and ~~evaluates~~has evaluated industry and company-specific circumstances which affect the financial results of this reporting unit, including customer consolidation, changes in customer buying patterns and changes in supply and demand ~~growth~~balances in ~~certain end-markets, fluctuations in sales growth in emerging geographies and results of new product launches.~~key end-markets. At September 30, ~~2017, the Company concluded that~~2019, no events or changes in circumstances have occurred which would indicate that the fair value of the ~~Coatings & Performance Monomers~~C&PM reporting unit has more likely than not been reduced below its carrying amount.

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

In the fourth quarter of 2017, the Company suspended further sales of trade accounts receivable through these facilities and began reducing outstanding balances through collections of trade accounts receivable previously sold to such conduits. In September and October 2018, the North American and European facilities, respectively, were amended and the terms of the agreements changed from off-balance sheet arrangements to secured borrowing arrangements. See Note 12 for additional information on the secured borrowing arrangements.

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.

Notes Payable

Sep 30,
2017 Dec 31,
2016
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	2019 Average Rate		Sep 30, 2019			2018 Average Rate		Dec 31, 2018
In millions
Promissory notes and debentures:
Final maturity 2019	9.80	%	$	3		9.80	%	$	7
Final maturity 2020	8.44	%	76			4.46	%	1,547
Final maturity 2021	4.71	%	1,424			4.71	%	1,424
Final maturity 2022	3.50	%	1,372			3.50	%	1,373
Final maturity 2023	7.64	%	325			7.64	%	325
Final maturity 2024	3.37	%	1,397			3.50	%	896
Final maturity 2025 and thereafter	5.70	%	9,507			5.98	%	7,963
Other facilities:
U.S. dollar loans, various rates and maturities	2.80	%	2,000			3.59	%	4,533
Foreign currency loans, various rates and maturities	3.33	%	605			3.20	%	708
InterNotes, varying maturities through 2049	3.44	%	792			3.26	%	778
Finance lease obligations ¹			425					371
Unamortized debt discount and issuance costs			(335		)			(334		)
Long-term debt due within one year ²			(378		)			(338		)
Long-term debt			$	17,213				$	19,253



Maturities of Long-Term Debt for Next Five Years at Sep 30, 2019
In millions
2019	$	97
2020	$	379
2021	$	1,763
2022	$	1,514
2023 ¹	$	2,509
2024	$	1,493

In the first nine months of ~~2017,~~2019, the Company issued $2.0 billion of senior unsecured notes in an offering under Rule 144A of the Securities Act of 1933. The offering included $750 million aggregate principal amount of 4.80 percent notes due 2049; $750 million aggregate principal amount of 3.625 percent notes due 2026; and $500 million aggregate principal amount of 3.15 percent notes due 2024. In addition, the Company redeemed ~~$436~~$1.5 billion of 4.25 percent notes issued by the Company with maturity in 2020. As a result, the Company recognized a pretax loss of $42 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and related to the Corporate segment. The Company also issued an aggregate principal amount of $136 million of ~~6.0~~International Notes ("InterNotes"), and redeemed an aggregate principal amount of $117 million at maturity. Approximately $136 million of long-term debt (net of $16 million of issuances) was repaid by consolidated variable interest entities.

In the second quarter of 2019, Dow Silicones voluntarily repaid $2.5 billion of principal under a certain third party credit agreement ("Term Loan Facility"). As a result, Dow Silicones recognized a pretax loss of $2 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income and related to the Corporate segment. In September 2019, Dow Silicones amended the Term Loan Facility to extend the maturity date on the remaining principal balance of $2.0 billion, making amounts borrowed under the Term Loan Facility payable in September 2021. In addition, this amendment includes options to extend the maturity date through September 2023, at Dow Silicones' election, which the Company intends to exercise.

On October 11, 2019, the Company announced a make-whole call for $1.25 billion of 4.125 percent notes with maturity in November 2021, which will settle on November 12, 2019.

In October 2019, TDCC launched exchange offers for $4 billion of all the outstanding, unregistered senior notes that ~~matured~~were issued in private offerings on ~~September 15, 2017,~~November 30, 2018 and ~~$31~~May 20, 2019, for identical, registered notes under the Securities Act of 1933 (the "Exchange Offers"). The Exchange Offers are with respect to the Company's 3.15 percent notes due 2024, 4.55 percent notes due 2025, 3.625 percent notes due 2026, 4.80 percent notes due 2028, 5.55 percent notes due 2048 and 4.80 percent notes due 2049, and fulfilled the Company's obligations contained in the registration rights agreements entered into in connection with the issuance of the aforementioned notes.

In the first nine months of 2018, the Company redeemed $333 million of 5.7 percent notes at maturity, and an aggregate principal amount of $86 million of InterNotes at maturity. In addition, approximately ~~$60~~$75 million of long-term debt was repaid by consolidated variable interest entities.

The following table summarizes the Company's credit facilities:

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~~2019, except for what has been noted below. Information on the Company's debt covenants and default provisions ~~see~~can be found in Note 17 to the Consolidated Financial Statements included in Dow Inc. and TDCC's 2018 10-K Recast filed with the SEC on July 25, 2019.

On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. In conjunction with the separation, Dow Inc. is obligated, substantially concurrently with the issuance of any guarantee in respect of outstanding or committed indebtedness under the Company's ~~Annual~~Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement"), to enter into a supplemental indenture with TDCC and the trustee under TDCC’s existing 2008 base indenture governing certain notes issued by TDCC. Under such supplemental indenture, Dow Inc. will guarantee all outstanding debt securities and all amounts due under such existing base indenture and will become subject to certain covenants and events of default under the existing base indenture.

In addition, the Revolving Credit Agreement includes an event of default which would be triggered in the event Dow Inc. incurs or guarantees third party indebtedness for borrowed money in excess of $250 million or engages in any material activity or directly owns any material assets, in each case, subject to certain conditions and exceptions. Dow Inc. may, at its option, cure the event of default by delivering an unconditional and irrevocable guarantee to the administrative agent within thirty days of the event or events giving rise to such event of default.

No such events have occurred or have been triggered at the time of the filing of this Quarterly Report on Form ~~10-K for the year ended December 31, 2016.~~10-Q.

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~~2019, Dow had accrued obligations of ~~$884~~$1,193 million for probable environmental remediation and restoration costs, including ~~$155~~$211 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~~Dow has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately ~~twice~~one and a half times 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~~Dow’s results of operations, financial condition and cash flows. It is the opinion of ~~the Company’s~~Dow’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~~Dow’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. As new or additional information becomes available and/or certain spending trends become known, management will evaluate such information in determination of the current estimate of environmental liability. At December 31, ~~2016, the Company~~2018, Dow had accrued obligations of ~~$909~~$810 million for probable environmental remediation and restoration costs, including ~~$151~~$156 million for the remediation of Superfund sites.

~~Environmental Matters Summary~~

A summary of Asbestos-Related Matters of Union Carbide Corporation can be found in Note 1518 to the Consolidated Financial Statements included in Dow Inc. and TDCC's 2018 10-K Recast filed with the ~~Company's Annual Report~~SEC on ~~Form 10-K for the year ended December 31, 2016.~~July 25, 2019.

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.

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~~reviews 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~~2018 Ankura ~~study~~review 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~~$1,260 million at December 31, ~~2016,~~2018, 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~~2019 activity, it was determined that no adjustment to the accrual was required at September 30, ~~2017.~~2019.

~~The Company's~~Dow'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~~Dow's results of operations and cash flows for a particular period and on the consolidated financial position.

A summary of the Dow ~~Corning~~Silicones Chapter 11 Related Matters can be found in Note 1518 to the Consolidated Financial Statements included in Dow Inc. and TDCC's 2018 10-K Recast filed with the ~~Company's Annual Report~~SEC on ~~Form 10-K for the year ended December 31, 2016.~~July 25, 2019.

In 1995, Dow ~~Corning,~~Silicones, then a 50:50 joint venture between ~~Dow~~the Company and Corning Incorporated ("Corning"), voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in order to resolve Dow ~~Corning’s~~Silicones’ breast implant liabilities and related matters (the “Chapter 11 Proceeding”). Dow ~~Corning~~Silicones 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~~Silicones is a wholly owned subsidiary of ~~Dow.~~the Company.

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.

In the third quarter of 2019, with the assistance of a third party consultant ("Consultant"), Dow ~~Corning's~~Silicones updated its estimate of its liability for breast implant and other product liability claims ("Implant Liability") to $165 million, primarily reflecting a decrease in Class 16 claims, a decrease resulting from the passage of time, decreased claim filing activity and administrative costs compared with the previous estimate, and an increase in investment income resulting from insurance proceeds. Based on the Consultant's updated estimate and Dow Silicones own review of claim filing activity, Dow Silicones determined that an adjustment to the Implant Liability was ~~$263~~required. Accordingly, Dow Silicones decreased its Implant Liability in the third quarter of 2019 by $98 million, included in "Sundry income (expense) - net" in the consolidated statements of income, and also decreased its corresponding Class 16 receivable in the third quarter of 2019, resulting in a charge of $13 million, included in “Sundry income (expense) - net” in the consolidated statements of income (both related to the Corporate segment). Dow Silicones' Implant Liability was $165 million at September 30, ~~2017~~2019 ($263 million at December 31, ~~2016)~~2018), of which is0 at September 30, 2019 ($111 million at December 31, 2018) was included in “Accrued and other current liabilities” and $165 million at September 30, 2019 ($152 million at December 31, 2018) was included in "Other noncurrent obligations" in the consolidated balance sheets.

Dow ~~Corning~~Silicones 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~~Silicones was ultimately required to fund the full liability up to the maximum capped value, the liability would be ~~$1,954~~$2,220 million at September 30, ~~2017.~~2019.

The Plan provides that each of Dow ~~Corning’s~~Silicones' 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~~Silicones paid approximately $1,500 million to the Commercial Creditors, representing principal and an amount of interest that Dow ~~Corning considers~~Silicones considered undisputed.

~~In 2006,~~On August 19, 2019, Dow Silicones entered into a settlement agreement with the Commercial Creditors, obligating Dow Silicones to pay $172 million, inclusive of the Commercial Creditors' legal costs. The settlement was approved by 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~~and will be paid in the ~~facts surrounding specific claims and consideration~~fourth quarter 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.2019. 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 millionsettlement agreement, in the ~~second~~third quarter of ~~2017, which was~~2019, the Company recorded a pretax charge of $50 million, net of indemnifications of $37 million, included in "Sundry ~~income~~Income (expense) - net" in the consolidated statements of ~~income.~~income and related to the Corporate segment. At September 30, ~~2017,~~2019, the liability related to Dow ~~Corning’s~~Silicones' potential obligation to ~~pay additional interest to~~its Commercial Creditors ~~in the Chapter 11 Proceeding~~ was ~~$77~~$172 million and is included in "Accrued and other current liabilities" in the consolidated balance sheets ($~~108~~82 million at December 31, ~~2016)~~2018). ~~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.~~

The amounts recorded by Dow ~~Corning~~Silicones 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~~Silicones 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.

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~~The Company 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.

In connection with the June 1, 2016 ownership restructure of Dow Silicones, the Company is indemnified by Corning for at least 50 percent of future losses associated with certain pre-closing liabilities, including the Implant Liability, Commercial Creditors issues and certain environmental matters described in the preceding sections, 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. The Company had indemnification assets of $100 million at September 30, 2019 (0 at December 31, 2018), of which $37 million was included in "Other current assets" and $63 million was included in "Noncurrent receivables" in the consolidated balance sheets.

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").~~2,106,705. 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 September 18, 2019, the Court of the Queen’s Bench in Alberta, Canada, signed a judgment ordering Nova to pay the Company $1.43 billion Canadian dollars (equivalent to approximately $1.08 billion U.S. dollars) by October 11, 2019, for damages the Company incurred through 2012 related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada. The Court, which initially ruled in June 2018, found that Nova failed to operate the ethylene asset at full capacity for more than ten years, and furthermore, that Nova violated several contractual agreements related to the Company receiving its share of the asset’s ethylene production. These actions resulted in reduced productivity and sales for the Company. Nova has appealed the judgment, however, certain portions of it are not in dispute and are owed to the Company regardless of the outcome of Nova's appeal. As a result of these actions and in accordance with ASC 450-30 ~~"Gain~~“Gain Contingencies,"” the Company recorded a ~~$160~~$186 million pretax gain in the ~~second~~third quarter of ~~2017~~2019, of which ~~$137~~$170 million was included in "Sundry income (expense) - net" and ~~$23~~$16 million was included in "Selling, general and administrative expenses" in the consolidated statements of ~~income.~~income and related to the Packaging & Specialty Plastics segment. At September 30, ~~2017,~~2019, included in the ~~Company had $341~~Company’s consolidated balance sheets were $1,079 million ~~included~~in “Accounts and notes receivable - Other” for the damages judgment and $893 million 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 and discretionary issues, which will be accorded deferential review on appeal. On October 10, 2019, Nova paid $1.08 billion Canadian dollars directly to the Company, and remitted $347 million Canadian dollars to the Canada Revenue Agency ("CRA") for the tax account of one of the Company's subsidiaries. The Company will seek a refund of the entire amount remitted to the CRA.

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:

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 less than four ~~years,~~

The Company has entered into guarantee agreements ~~(“Guarantees”~~("Guarantees") related to project financing for ~~Sadara Chemical Company ("Sadara"), a nonconsolidated affiliate.~~Sadara. 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~~$11.2 billion of Total Project Financing outstanding at September 30, ~~2017~~2019 ($~~12.4~~11.7 billion at December 31, ~~2016)~~2018). 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~~$4.1 billion when the project financing is fully drawn. ~~The~~Sadara successfully completed an extensive operational testing program in December 2018, however, the Guarantees will be released upon ~~completion of construction of~~ the ~~Sadara complex and~~ satisfactory fulfillment of certain ~~other~~project completion conditions, ~~including passage of an extensive operational testing program,~~ which is ~~currently anticipated~~expected by the end of ~~2018~~2019, and must occur no later than December 2020.

Operating lease ROU assets are included in "Operating lease right-of-use assets" while finance lease ROU assets are included in "Net property" in the consolidated balance sheets. With respect to lease liabilities, operating lease liabilities are included in "Operating lease liabilities - current" and "Operating lease liabilities - noncurrent," and finance lease liabilities are included in "Long-term debt due within one year" and "Long-Term Debt" in the consolidated balance sheets.

Dow routinely leases sales and administrative offices, power plants, production facilities, warehouses and tanks for product storage, aircraft, motor vehicles, railcars, computers, office machines and equipment. Some leases contain renewal provisions, purchase options and escalation clauses and the terms for these leased assets vary depending on the lease agreement. These leased assets have remaining lease terms that currently range from 1 to 50 years. See Notes 1 and 2 for additional information on leases.

~~Residual Value Guarantees~~The components of lease cost for operating and finance leases for the three and nine months ended September 30, 2019 were as follows:

The ~~Company~~following table provides supplemental cash flow information related to leases:

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at September 30, 2019:

At September 30, 2019, Dow had additional leases of approximately $88 million, primarily for pipelines, buildings and equipment, which had not yet commenced. These leases are expected to commence in the fourth quarter of 2019 or in 2020, with lease terms of up to 20 years.

Future minimum lease payments for operating leases accounted for under ASC 840, "Leases," with remaining non-cancelable terms in excess of one year at December 31, 2018 were as follows:

Dow provides guarantees related to certain leased assets, specifying the residual value that will be available to the lessor at lease termination through the sale of the assets to the lessee or third parties. The following table provides a summary of the final expiration, maximum future payments and recorded liability reflected in the consolidated balance sheets for residual value guarantees at September 30, 2019 and December 31, 2018. There was no recorded liability related to these residual value guarantees at September 30, 2019, as payment of such residual value guarantees was not determined to be probable. The lease agreements do not contain any material restrictive covenants.

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.

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.

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, ~~– ACCUMULATED OTHER COMPREHENSIVE LOSS~~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.

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.

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 ~~summarizes the changes and after-tax balances~~provides a reconciliation of ~~each component of accumulated other comprehensive loss~~Dow Inc. common stock activity for the nine months ended September 30, ~~2017 and 2016:~~2019:

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 )



Shares of Dow Inc. Common Stock	Issued	Held in Treasury
	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

The ~~tax effects on the net activity related to~~changes in each component of ~~other comprehensive income (loss)~~AOCL for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 were as follows:

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.

A summary of the Company's pension plans and other postretirement ~~benefit plans as a result of~~benefits can be found in Note 21 to the ~~Merger. See Note 3 for additional information~~Consolidated Financial Statements included in Dow Inc. and TDCC’s 2018 10-K Recast filed with the SEC on ~~the Merger.~~



Net Periodic Benefit Cost for All Significant Plans	Three Months Ended						Nine Months Ended
In millions	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Defined Benefit Pension Plans:
Service cost	$	95		$	131		$	302		$	396
Interest cost	227			216			695			651
Expected return on plan assets	(420		)	(401		)	(1,258		)	(1,211		)
Amortization of prior service credit	(5		)	(6		)	(16		)	(18		)
Amortization of net loss	147			168			426			509
Curtailment/special termination benefits ¹	—			—			(27		)	—
Net periodic benefit cost	$	44		$	108		$	122		$	327
Less: discontinued operations	—			25			21			75
Net periodic benefit cost - continuing operations	$	44		$	83		$	101		$	252

Other Postretirement Benefits:
Service cost	$	2		$	3		$	6		$	9
Interest cost	12			11			38			33
Amortization of net gain	(5		)	(6		)	(16		)	(18		)
Curtailment/special termination benefits ¹	—			—			(3		)	—
Net periodic benefit cost	$	9		$	8		$	25		$	24
Less: discontinued operations	—			—			—			2
Net periodic benefit cost - continuing operations	$	9		$	8		$	25		$	22

Net periodic benefit cost, other than the service cost component, is included in "Sundry income (expense) - net" in the consolidated statements of income.

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~~The Company ~~increased its estimate and~~ expects to contribute approximately ~~$520~~$285 million to its pension plans in ~~2017.~~ 2019, of which $206 million has been contributed through September 30, 2019.

A summary of the Company's stock-based compensation plans can be found in Note 2122 to the Consolidated Financial Statements included in Dow Inc. and TDCC’s 2018 10-K Recast filed with the ~~Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~

The Company grants stock-based compensation to employees and non-employee directors in the form of stock incentive plans, which include stock options, restricted stock units ("RSUs") (formerly termed deferred stock) and restricted stock. The Company also ~~grants~~provides stock-based compensation in the form of performance stock units ("PSUs") (formerly termed performance deferred stock).

The Company has historically granted 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.~~

~~A summary~~In connection with the separation on April 1, 2019, outstanding stock options, RSU and PSU awards were converted to Dow Inc. denominated awards under the “Employer Method,” or DowDuPont denominated awards under the “Shareholder Method,” and adjusted to maintain the intrinsic value of ~~performance deferred~~those awards before and after the date of the separation. In connection with the Corteva separation transaction on June 3, 2019, the outstanding DowDuPont denominated stock options, RSU and PSU awards were converted to Corteva and DuPont denominated awards and adjusted to maintain the intrinsic value of those awards before and after the date of the Corteva separation. The awards have the same terms and conditions under the applicable plans and award agreements prior to the separation transactions.

The conversions of stock awards ~~converted into deferred stock awards is provided~~resulted in ~~the following tables:~~

On April 1, 2019 ("Original Effective Date"), in connection with the separation, the Company adopted the 2019 Stock Incentive Plan (the "2019 Plan"). Under the 2019 Plan, the Company may grant stock options, RSUs, PSUs, restricted stock, stock appreciation rights and stock units to employees and non-employee directors until the tenth anniversary of the Original Effective Date, subject to an aggregate limit and annual individual limits. The terms of the grants are fixed at the grant date.

In the second quarter of 2019, Dow Inc. granted the following stock-based compensation awards to employees and non-employee directors:

There was minimal grant activity in the third quarter of 2019.

A summary of the Company's financial instruments, risk management policies, derivative instruments and hedging activities can be found in Note 1123 to the Consolidated Financial Statements included in Dow Inc. and TDCC's 2018 10-K Recast filed with the ~~Company's Annual Report~~SEC on ~~Form 10-K for the year ended December 31, 2016.~~July 25, 2019. If applicable, updates have been included in the respective ~~section~~sections below.

The following table summarizes the fair value of financial instruments at September 30, ~~2017~~2019 and December 31, ~~2016:~~2018:

The ~~Company’s~~Company's investments in ~~marketable~~debt 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~~nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018:

Investing Results Nine Months Ended
In millions Sep 30,
2017 Sep 30,
2016
Proceeds from sales of available-for-sale securities $ 1,047
$ 418
Gross realized gains $ 153
$ 34
Gross realized losses $ (10 ) $ (2 )

The ~~following table summarizes the contractual maturities~~Company’s investments in equity securities with a readily determinable fair value totaled $19 million at September 30, 2019 ($16 million at December 31, 2018). The aggregate carrying value of the Company’s investments in ~~debt securities:~~

The following tables provide the fair value and ~~Reverse Repurchase Agreement Transactions~~balance sheet classification of derivative instruments at September 30, 2019 and December 31, 2018:

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 assets or liabilities, when applicable. The Company posted cash collateral of $27 million at September 30, 2019 ($26 million at December 31, 2018). There was 0 counterparty cash collateral posted with the Company at September 30, 2019 ($34 million at December 31, 2018).

The Company ~~enters into repurchase~~designates derivatives and ~~reverse repurchase agreements. These transactions are accounted for~~non-derivative instruments that qualify as ~~collateralized borrowings and lending transactions bearing a specified rate~~effective net foreign investment hedges. The gain or loss on the derivative is included in “Cumulative Translation Adjustments” in AOCL. For the nine months ended September 30, 2019, the results of ~~interest and are short-term in nature with original maturities~~hedges 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~~net investment in foreign operations included in “Cumulative Translation Adjustments” in AOCL was a net loss of $24 million after tax (net gain of $68 million after tax for the nine months ended September 30, ~~2017 and December 31, 2016.~~

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”);~~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~~

For the ~~derivatives representing either hedge ineffectiveness or hedge components excluded from~~nine months ended September 30, 2019, the ~~assessment of effectiveness are recognized in current period income.~~

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~~open, de-designated and realized interest rate contract hedges included in AOCL at September 30, ~~2017~~2019 was ~~$24~~$323 million after tax (net gain of ~~$22~~$23 million after tax at December 31, ~~2016)~~2018).

~~Commodity swaps, futures and option~~Subsequent to September 30, 2019, the Company elected to de-designate certain interest rate 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. Theafter-tax net ~~loss from commodity hedges included~~losses accumulated in AOCL of $90 million at ~~September 30, 2017 was $102 million after tax ($99 million after tax loss at December 31, 2016).~~the date of de-designation.

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~~hedge 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~~income, except for amounts excluded from the ~~criteria~~assessment of effectiveness that are ~~met.~~ recognized in earnings through an amortization approach.

During the first nine months of ~~2017,~~2019, 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 swapscontracts designated as fair value hedges of underlying fixed rate debt obligations. The Company terminated certain fair value hedges during the third quarter of 2019 and realized a net pretax gain of $16 million.

The fair value adjustment resulting from open contracts was a net gain on the derivative of $26 million, with a net loss of $3 million after tax for excluded components recognized in AOCL.

Subsequent to September 30, ~~2017,~~2019, the Company entered into $600 million notional of interest rate ~~swaps with a gross notional US Dollar equivalent of $770 million~~contracts designated as a fair value hedge of underlying fixed rate debt obligations.

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 atAt September 30, ~~2017 and December 31, 2016. In addition, at September 30, 2017,~~2019, the Company had ~~outstanding foreign-currency~~$57 million ($5 million at December 31, 2018) net notional of interest rate contracts. The impact of this activity to the consolidated statements of income was immaterial.

Foreign currency derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated ~~debt~~assets and liabilities. The amounts recorded on a pretax basis related to foreign currency derivatives not designated as a hedge, which were included in “Sundry income (expense) - net” in the consolidated statements of ~~net foreign investment~~income, were a gain of ~~$178~~$21 million ~~($172~~for the three months ended September 30, 2019 (gain of $26 million ~~at December 31, 2016)~~for the three months ended September 30, 2018) and a gain of $27 million for the nine months ended September 30, 2019 (gain of $91 million for the nine months ended September 30, 2018). The ~~results~~income statement effects of ~~hedges of the Company’s net investment in foreign operations included in “Cumulative Translation Adjustments” in~~other derivatives were immaterial.

The net after-tax amounts to be reclassified from AOCL to income within the next 12 months are a $2 million ~~loss~~gain for interest rate contracts, ~~an $18~~a $37 million loss for commodity contracts, ~~and~~ a ~~$22~~$16 million ~~loss~~gain for foreign currency ~~contracts.~~contracts and a $41 million gain for excluded components.

A summary of the Company's recurring and nonrecurring fair value measurements can be found in Note 1224 to the Consolidated Financial Statements included in Dow Inc. and TDCC's 2018 10-K Recast filed with the ~~Company's Annual Report~~SEC on ~~Form 10-K for the year ended December 31, 2016.~~July 25, 2019. If applicable, updates have been included in the respective ~~section~~sections below.

The following ~~tables summarize~~table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis:

The following tables summarize net sales, pro forma net sales and sales variances by segment and geographic region from the prior year:



Summary of Sales Results	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Net sales	$	10,764	$	12,634	$	32,747	$	37,660
Pro forma net sales			$	12,697	$	32,794	$	37,844



Sales Variances by Segment and Geographic Region - As Reported
	Three Months Ended Sep 30, 2019										Nine Months Ended Sep 30, 2019
	Local Price & Product Mix		Currency		Volume		Portfolio & Other ¹		Total		Local Price & Product Mix		Currency		Volume		Portfolio & Other ¹		Total
Percentage change from prior year	Local Price & Product Mix		Currency		Volume		Portfolio & Other ¹		Total		Local Price & Product Mix		Currency		Volume		Portfolio & Other ¹		Total
Packaging & Specialty Plastics	(13	)%	(1	)%	(4	)%	—	%	(18	)%	(11	)%	(2	)%	(3	)%	—	%	(16	)%
Industrial Intermediates & Infrastructure	(13	)	(1	)	—		—		(14	)	(12	)	(2	)	1		—		(13	)
Performance Materials & Coatings	(10	)	(1	)	(2	)	3		(10	)	(5	)	(2	)	(3	)	2		(8	)
Total	(12	)%	(1	)%	(2	)%	—	%	(15	)%	(10	)%	(2	)%	(2	)%	1	%	(13	)%
U.S. & Canada	(13	)%	—	%	(3	)%	1	%	(15	)%	(10	)%	—	%	(3	)%	1	%	(12	)%
EMEAI	(10	)	(2	)	(5	)	—		(17	)	(8	)	(4	)	(3	)	—		(15	)
Asia Pacific	(14	)	—		7		—		(7	)	(12	)	(1	)	5		—		(8	)
Latin America	(14	)	—		(6	)	—		(20	)	(14	)	—		(3	)	—		(17	)
Total	(12	)%	(1	)%	(2	)%	—	%	(15	)%	(10	)%	(2	)%	(2	)%	1	%	(13	)%

Net sales in the third quarter of ~~2017~~2019 were ~~$13.6~~$10.8 billion, ~~up 9~~down 15 percent from ~~$12.5~~$12.6 billion in the third quarter of last year, primarily ~~reflecting increased selling prices~~due to a decrease in local price, a decrease in volume and ~~higher sales volume.~~the unfavorable impact of currency. Sales ~~increased~~decreased in ~~EMEA (up 17~~all geographic regions and operating segments. Local price decreased 12 percent, primarily in response to lower feedstock and raw material costs, as well as pricing pressures. Local price decreased in Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure (both down 13 percent), and Performance Materials & Coatings (down 10 percent). Local price decreased in all geographic regions. Volume decreased 2 percent with declines in all geographic regions, except Asia Pacific (up 117 percent)~~, U.S.~~. Volume decreased in Packaging & ~~Canada (up 7~~Specialty Plastics (down 4 percent) and ~~decreased in Latin America~~Performance Materials & Coatings (down 42 percent). ~~Price increased 4~~Industrial Intermediates & Infrastructure volume was flat. Currency unfavorably impacted net sales 1 percent compared with the same period last year, driven primarily by ~~broad-based pricing actions as well as higher feedstock and raw material prices. Price increased in all geographic regions, except Latin America~~EMEAI (down 12 percent)~~, and across most principal product groups~~. Portfolio & Other was flat compared with the most notable increases in Polyurethanes & CAV, Coatings & Performance Monomers, Industrial Solutions, Consumer Solutions and Hydrocarbons & Energy. Price remained flat in Packaging and Specialty Plastics and declined in Crop Protection. Volume increased 5 percent with gains in most principal product groups. The most notable volume increases were in Packaging and Specialty Plastics, Polyurethanes & CAV, Hydrocarbons & Energy and Electronics & Imaging which more than offset volume declines in Seed and Crop Protection in Latin America. Volume increased in all geographic regions, except Latin America (down 3 percent), including a double-digit increase in Asia Pacific (up 11 percent). Currency had a favorable impact of 1 percent on sales, driven by EMEA.same period last year.

Net sales for the first nine months of ~~2017~~2019 were ~~$40.7~~$32.7 billion, ~~up 16~~down 13 percent from ~~$35.1~~$37.7 billion infrom the same period last year, primarily ~~reflecting~~due to a decrease in local price, the ~~addition~~unfavorable impact of ~~Dow Corning’s silicones business, increased selling prices~~currency and ~~demand growth.~~lower demand. Sales ~~increased~~decreased in all geographic regions and operating segments. Local price decreased 10 percent, primarily in response to lower feedstock and raw material costs, as well as pricing pressures. Local price decreased in Industrial Intermediates & Infrastructure (down 12 percent), Packaging & Specialty Plastics (down 11 percent) and Performance Materials & Coatings (down 5 percent). Local price decreased in all geographic regions with ~~double-digit growth~~declines in Latin America (down 14 percent), Asia Pacific ~~(up 22~~(down 12 percent), ~~EMEA (up 18 percent) and~~ U.S. & Canada ~~(up 15~~(down 10 percent) and EMEAI (down 8 percent). ~~Portfolio actions increased~~Currency unfavorably impacted net sales 6 percent, primarily reflecting the addition of Dow Corning silicones business, which favorably impacted sales in Consumer Solutions, Electronics & Imaging and Transportation & Advanced Polymers. Price increased 6 percent, with increases in all geographic regions in response to higher feedstock and raw material prices. Price was mixed by principal product group with notable increases in Hydrocarbons & Energy, Polyurethanes & CAV, Coatings & Performance Monomers, Industrial Solutions and Consumer Solutions that more than offset declines in Crop Protection and Seed. Volume was up 42 percent compared with the same period last year, ~~reflecting volume growth~~driven primarily by EMEAI (down 4 percent). Volume decreased 2 percent as declines in Packaging & Specialty Plastics and Performance Materials & Coatings (both down 3 percent) more than offset an increase in Industrial Intermediates & Infrastructure (up 1 percent). Volume decreased in all ~~principal product groups~~geographic regions, except Asia Pacific (up 5 percent). Portfolio & Other increased 1 percent compared with the ~~most notable increases in Packaging and Specialty Plastics, Polyurethanes & CAV, Hydrocarbons & Energy, Electronics & Imaging, Industrial Solutions and Consumer Solutions.~~same period last year.

~~Cost~~Net sales in the third quarter of ~~Sales~~

Pro forma net sales for the first nine months of 2019 were $32.8 billion, down 13 percent from ~~$9.8~~pro forma net sales of $37.8 billion from the same period last year, primarily due to a decrease in local price, the unfavorable impact of currency and lower sales volume. Sales decreased in all geographic regions and operating segments. Local price decreased 10 percent, primarily in response to lower feedstock and raw material costs, as well as pricing pressures. Local price decreased in Industrial Intermediates & Infrastructure (down 12 percent), Packaging & Specialty Plastics (down 11 percent) and Performance Materials & Coatings (down 5 percent). Local price decreased in all geographic regions with double-digit declines in Latin America (down 14 percent), Asia Pacific (down 12 percent) and U.S. & Canada (down 10 percent). Currency unfavorably impacted net sales 2 percent compared with the same period last year, driven primarily by EMEAI (down 4 percent). Volume decreased 1 percent as declines in Packaging & Specialty Plastics (down 3 percent) and Performance Materials & Coatings (down 2 percent) more than offset an increase in Industrial Intermediates & Infrastructure (up 1 percent). Volume decreased in all geographic regions, except Asia Pacific (up 5 percent). Portfolio & Other was flat compared with the same period last year.

COS was $9.4 billion in the third quarter of ~~2016. COS increased~~2019, down from $10.5 billion in the third quarter of 2017 primarily due to increased sales volume and higher feedstock, energy and other raw material costs. COS as a percentage of sales was 78.2 percent, compared with 78.8 percent in the same period last year.

R&D expenses totaled ~~$406~~$194 million in the third quarter of ~~2017, up $7 million (2 percent)~~2019, essentially flat from ~~$399~~$193 million in the third quarter of ~~2016.~~2018. For the first nine months of ~~2017,~~2019, R&D expenses totaled ~~$1,227~~$592 million, updown $30 million (5 percent) from ~~$1,159~~$622 million in the first nine months of ~~2016. R&D expenses increased in the first nine months of 2017~~2018, primarily due to ~~the addition of Dow Corning's silicones business.~~cost reductions.

SG&A expenses for Dow Inc. and TDCC were ~~$723~~$388 million and $389 million, respectively, in the third quarter of ~~2017,~~2019, down ~~$15 million (2 percent)~~ from ~~$738~~$409 million in the third quarter of last year. For the first nine months of ~~2017,~~2019, SG&A expenses ~~totaled $2,201~~for Dow Inc. and TDCC were $1,258 million upand $1,255 million, respectively, down from ~~$2,166~~$1,376 million ~~for the first nine months of 2016. SG&A expenses increased~~ in the first nine months of ~~2017~~2018. SG&A expenses for the three and nine months ended September 30, 2019 decreased compared with the same periods last year, primarily due to cost reductions, cost synergies and stranded cost removal. SG&A expenses were favorably impacted by a recovery of a portion of legal costs related to the ~~addition~~Nova Chemicals Corporation ("Nova") litigation award in the third quarter of ~~Dow Corning's silicones business which was partially offset by cost reduction initiatives and reduced litigation expenses.~~2019. See Note 13 to the Consolidated Financial Statements for additional information.

Amortization of intangibles was ~~$155~~$100 million in the third quarter of ~~2017,~~2019, down from ~~$162~~$117 million in the third quarter of ~~2016.~~2018. In the first nine months of ~~2017,~~2019, amortization of intangibles was ~~$467~~$320 million, updown from ~~$387~~$353 million ~~in the same period last year. The increase in amortization~~ in the first nine months of ~~2017 is due to the addition of Dow Corning's silicones business.~~2018. See Note 10 to the Consolidated Financial Statements for additional information on intangible assets.

In September and November 2017, DowDuPont approved ~~initial~~ post-merger restructuring actions under the DowDuPont Cost Synergy Program (the "Synergy Program") which iswas designed to integrate and optimize the organization following the ~~Merger. In connection with~~Merger and in preparation for the ~~approved actions under~~business separations. The restructuring charges below reflect charges from continuing operations.

For 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. These actions are expected to be substantially completed bythree months ended September 30, ~~2019.~~

For the three months ended September 30, 2018, the Company recorded pretax restructuring charges of $47 million, consisting of severance and related benefit costs of $43 million and asset write-downs and write-offs of $4 million. For the nine months ended September 30, 2018, the Company recorded pretax restructuring charges of $162 million, consisting of severance and related benefit costs of $128 million, asset write-downs and write-offs of $20 million and costs associated with exit and disposal activities of $14 million. The Company expects actions related to the Synergy Program to be substantially complete by the end of 2019.

The Company recognized additional pretax impairment charges of $16 million and $34 million for the three and nine months ended September 30, 2019, respectively, related primarily to capital additions made to a biopolymers manufacturing facility in Santa Vitoria, Minas Gerais, Brazil, which was impaired in 2017 (charge of $3 ~~million.~~million and $9 million for the three and nine months ended September 30, 2018). The impairment charge was related to Performance Materials & Coatings ($9 million) and Packaging & Specialty Plastics ($7 million).

On August 13, 2019, the Company entered into a definitive agreement to sell its acetone derivatives business to ALTIVIA Ketones & Additives, LLC. The divestiture includes the Company's acetone derivatives related inventory and production assets located in Institute, West Virginia, in addition to the site infrastructure, land and utilities. The divestiture is expected to close in the fourth quarter of 2019. As a result of this planned divestiture, the Company recognized a pretax impairment charge of $75 million in the third quarter of 2019, related to Corporate ($51 million) and Packaging & Specialty Plastics ($24 million). See Note 5 to the Consolidated Financial Statements for details on the Company's restructuring ~~activities.~~and asset related charges, including charges by segment.

Integration and separation costs, which ~~reflects~~reflect costs related to ~~the Merger~~post-Merger integration and business separation activities, as well as the ownership restructure of Dow ~~Corning,~~Silicones (through May 31, 2018), were ~~$283~~$164 million for Dow Inc. and TDCC in the third quarter of 2019, down from $313 million in the third quarter of ~~2017, up from $127 million in the third quarter of 2016.~~2018. In the first nine months of ~~2017,~~2019, integration and separation costs for Dow Inc. and TDCC were ~~$528~~$964 million ~~compared with $228~~and $940 million, respectively, up from $799 million in the first nine months of ~~2016.~~2018. The increases were primarily from costs related to business separation activities. Integration and separation costs are related to the Corporate segment.

~~Dow's~~The Company's share of the earnings (losses) of nonconsolidated affiliates was ~~$156~~a loss of $44 million in the third quarter of ~~2017, up~~2019, down from ~~$70~~earnings of $135 million in the third quarter of ~~2016,~~2018, and a loss of $73 million in the first nine months of 2019, down from earnings of $529 million in the first nine months of 2018. The decrease in equity earnings for the three and nine months ended September 30, 2019, is primarily due to ~~higher~~lower equity earnings from the Kuwait joint ventures (due to lower monoethylene glycol and ~~the HSC Group. In the first nine months of 2017, Dow's share of the earnings of nonconsolidated affiliates was $406 million, up~~polyethylene prices), increased equity losses from ~~$191 million in the first nine months of 2016, as higher~~Sadara and lower equity earnings from the ~~Kuwait~~Thai joint ~~ventures and~~ventures. In the ~~HSC Group were partially offset by lower~~fourth quarter of 2019, Sadara expects to complete an impairment analysis of its long-lived assets. Additionally, the Company may be required to evaluate its equity ~~earnings from Dow Corning as a~~investment in Sadara for other-than-temporary impairment, which could result in an impairment charge up to the carrying value of the ~~ownership restructure transaction, and~~Company’s equity method investment. See Note 9 to the ~~Thai joint ventures.~~Consolidated Financial Statements for additional information.

Sundry income (expense) – net includes a variety of income and expense items such as ~~the gain or loss on~~ foreign currency exchange ~~interest income,~~gains and losses, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other postretirement benefit plan credits or costs, and certain litigation matters. ~~Sundry~~

For the three months ended September 30, 2019, "Sundry income (expense) - net" was income of $284 million compared with expense of $3 million for the three months ended September 30, 2018. "Sundry income (expense) – ~~net~~net" increased primarily due to an increase in foreign currency exchange gains and non-operating pension and postretirement benefit plan credits compared with the third quarter of ~~2017~~2018, as well as a net gain of $205 million related to litigation matters, which included a $170 million gain related to a legal settlement with Nova (related to the Packaging & Specialty Plastics segment), and an $85 million gain related to an adjustment of the Dow Silicones breast implant liability (related to the Corporate segment), which were partially offset by a $50 million charge (net of indemnifications of $37 million), related to the settlement of the Dow Silicones commercial creditor matters (related to the Corporate segment). The third quarter of 2018 included a $6 million loss on the early extinguishment of debt. "Sundry income (expense) - net" in the first nine months of 2019 was income of ~~$268 million, an increase of $246~~$462 million compared with income of ~~$22~~$37 million in the ~~third quarter~~first nine months of 2016. The third quarter of 2017 included a $227 million gain related to the divestiture of the EAA copolymers and ionomers business. The third quarter of 2016 included a $33 million charge for an obligation related to the split-off of the Company's chlorine value chain.

For the three months ended September 30, 2019, "Sundry income (expense) - net" was income of $301 million compared with expense of $3 million for the three months ended September 30, 2018. For the nine months ended September 30, 2019, "Sundry income (expense) - net" was income of $369 million compared with income of $37 million for the nine months ended September 30, 2018. In addition to the amounts previously discussed above for TDCC, "Sundry income (expense) - net" for the nine months ended September 30, 2019, included a $58 million loss on post-closing adjustments related to a previous divestiture and $52 million in charges associated with agreements entered into with DuPont and Corteva as part of the separation and distribution, which provides for cross-indemnities and allocations of obligations and liabilities for periods prior to, at and after completion of the separation (both related to the Corporate segment). See Notes 3, 6, 12, 13, 17 and 23 to the Consolidated Financial Statements for additional information.

Interest expense and amortization of debt discount was ~~$256~~$233 million in the third quarter of ~~2017, up~~2019, down from ~~$220~~$258 million in the third quarter of ~~2016.~~2018. Interest expense and amortization of debt discount was ~~$701~~$711 million in the first nine months of ~~2017, up~~2019, down from ~~$629~~$781 million in the first nine months of ~~2016.~~2018. The ~~increase~~decrease is primarily ~~reflects the effect of the long-term debt assumed~~due to lower interest bearing notes issued in the ~~DCC Transaction.~~fourth quarter of 2018, which replaced higher interest bearing notes redeemed in the fourth quarter of 2018.

Interest expense and amortization of debt discount was $238 million in the third quarter of 2019, down from $258 million in the third quarter of 2018. Interest expense and amortization of debt discount was $728 million in the first nine months of 2019, down from $781 million in the first nine months of 2018. In addition to the amounts previously discussed above for Dow Inc., TDCC had additional interest expense related to an intercompany loan with Dow Inc. See Note 22 to the Consolidated Financial Statements for additional information.

~~The Company's~~Dow's effective tax rate fluctuates based on, among other factors, where income is earned, ~~reinvestment assertions regarding foreign income and~~ the level of income relative to tax ~~credits available. For example, as the percentage of foreign sourced income increases, the Company's effective tax rate declines. The Company's tax rate is also influenced by~~attributes and the level of equity earnings, since most of the earnings from ~~the Company's~~Dow's equity method investments are taxed at the joint venture level.

The Company is currently evaluating the impacts from tax law changes in Switzerland, which are expected to be effective January 1, 2020. The Company expects to remeasure its Swiss deferred tax balances upon finalization of the Swiss legislative process, which is expected to occur in the ~~Company’s investment~~fourth quarter of 2019.

Income from discontinued operations, net of tax was $335 million in ~~Dow Corning~~the third quarter of 2018 and ~~a tax benefit~~$445 million and $1,403 million in the first nine months of 2019 and 2018, respectively, related to the ~~urethane matters class action lawsuit~~distribution of AgCo and ~~opt-out cases settlements which more than offset~~SpecCo to DowDuPont as a ~~$57 million tax charge related to~~result of the ~~adjustment of an uncertain tax position.~~separation. See ~~Notes 1, 2, 4, 7 and 13~~Note 3 to the Consolidated Financial Statements for additional information.

Net income attributable to noncontrolling interests from continuing operations was ~~$22 million in the third quarter of 2017, up from~~ $14 million in the third quarter of ~~2016. In~~2019, down from $32 million in the third quarter of 2018. For the first nine months of ~~2017,~~2019, net income attributable to noncontrolling interests from continuing operations was ~~$87~~$61 million, ~~up from $54~~compared with $78 million infor the same period last year.

~~Preferred Stock Dividends~~

Net income available for Dow Inc. common stockholders was $333 million, or $0.45 per share, in the third quarter of 2019, compared with $1,013 million, or $1.36 per share, in the third quarter of 2018. Net income available for Dow Inc. common stockholders was $964 million, or $1.29 per share, in the first nine months of 2019, compared with $3,750 million, or $5.02 per share, in the first nine months of 2018. See Note 7 to the ~~Preferred Stock ($255~~Consolidated Financial Statements for details on Dow Inc.'s earnings per share calculations.

Net income available for the TDCC common stockholder was $310 million in the third quarter of 2019, compared with $1,013 million in the third quarter of 2018. Net income available for the TDCC common stockholder was $1,068 million in the first nine months of ~~2016).~~2019, compared with $3,750 million in the first nine months of 2018. Following the separation from DowDuPont, TDCC's common shares are owned solely by Dow Inc.

Over the past year, the Company has made strong progress on its operational and financial playbook for the new Dow. The Company has taken prudent actions to adapt quickly to the macro environment and to preserve its financial strength. Moving forward, Dow will continue to leverage its feedstock flexibility; advance lower-risk, higher-return growth investments; and achieve the stranded cost removal target. The Company will also remain steadfast in driving improvements to free cash flow - demonstrated by the recent debt redemption announcement, which will use the cash payment from the Nova judgment. These actions enable Dow to manage its current environment and places the Company in a strong competitive position when the industrial economy rebounds.

Effective with the Merger, TDCC's business activities were components of DowDuPont's business operations and were reported as a single operating segment. Following the separation from DowDuPont, the Company changed the manner in which its business activities were managed. The Company's portfolio now includes 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 ~~Common Stockholders~~the operating segments and the Company's totals. The Company did not aggregate any operating segments when determining its reportable segments.

~~Net~~

Following the separation from DowDuPont, the Company changed its practice of transferring ethylene to its downstream derivative businesses at cost to transferring ethylene at market prices. The Company also changed certain of its Corporate segment allocation practices, including costs previously assigned to AgCo and SpecCo ("stranded costs"), which are now allocated to the operating segments. These changes to the Company's segment results have been consistently applied to all periods presented.

Dow reported geographic information for the following regions: U.S. & Canada, Asia Pacific, Latin America and EMEAI. As a result of the separation from DowDuPont, the Company changed the geographic alignment for the country of India to be reflected in EMEAI (previously reported in Asia Pacific).

Dow’s measure of profit/loss for segment reporting purposes is pro forma Operating EBIT (for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018) and Operating EBIT (for the three months ended September 30, 2019) as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. The Company defines pro forma Operating EBIT as earnings (i.e., "Income from continuing operations before income ~~available~~taxes") before interest, plus pro forma adjustments, excluding the impact of significant items. The Company defines Operating EBIT as earnings (i.e., "Income from continuing operations before income taxes") before interest, excluding the impact of significant items. Pro forma Operating EBIT and 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 ~~common stockholders was $783~~the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 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 from DowDuPont which provide for different pricing than the historical intercompany and intracompany pricing practices of TDCC and Historical DuPont. See Note 23 to the Consolidated Financial Statements for reconciliations of these measures and a summary of the pro forma adjustments impacting segment measures for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018.

Packaging & Specialty Plastics is a world leader in plastics and 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; and infrastructure. This segment also 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, TKOC, Map Ta Phut Olefins Company Limited and Sadara, all joint ventures of the Company.



Packaging & Specialty Plastics	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Net sales	$	5,062	$	6,144	$	15,405	$	18,306
Pro forma net sales			$	6,157	$	15,405	$	18,339
Operating EBIT	$	798
Pro forma Operating EBIT			$	857	$	2,256	$	2,754
Equity earnings (losses)	$	23	$	83	$	135	$	250



Packaging & Specialty Plastics	Three Months Ended		Nine Months Ended
Percentage change from prior year	Sep 30, 2019		Sep 30, 2019
Change in Net Sales from Prior Period due to:
Local price & product mix	(13	)%	(11	)%
Currency	(1	)	(2	)
Volume	(4	)	(3	)
Portfolio & other	—		—
Total	(18	)%	(16	)%
Change in Pro Forma Net Sales from Prior Period due to: ¹
Local price & product mix	(13	)%	(11	)%
Currency	(1	)	(2	)
Volume	(4	)	(3	)
Portfolio & other	—		—
Total	(18	)%	(16	)%

Packaging & Specialty Plastics net sales were $5,062 million in the third quarter of ~~2017, compared with $719~~2019, down 18 percent from net sales of $6,144 million in the third quarter of ~~2016.~~2018. Net ~~income available~~sales decreased 18 percent compared with pro forma net sales of $6,157 million in the same quarter last year, with local price down 13 percent, volume down 4 percent and an unfavorable currency impact of 1 percent, primarily in EMEAI. Local price decreased in both businesses and across all geographic regions driven by lower feedstock and raw material costs. Volume decreased in Hydrocarbons & Energy and across all geographic regions, except Asia Pacific. Volume declines in Hydrocarbons & Energy were primarily due to lighter feedslate usage in Europe, leading to lower co-product production volumes, the startup of U.S. Gulf Coast assets and planned maintenance turnarounds. Volume increased in Packaging and Specialty Plastics in Asia Pacific and EMEAI, supported by new capacity additions. Packaging and Specialty Plastics volume growth was driven by strong end-market growth in industrial and consumer packaging, flexible food and specialty packaging, and health and hygiene applications.

Operating EBIT was $798 million in the third quarter of 2019, down 7 percent from pro forma Operating EBIT of $857 million in the third quarter of 2018. Operating EBIT decreased primarily due to reduced equity earnings from the Kuwait joint ventures resulting from lower polyethylene pricing, increased equity losses from Sadara, and the impact of an outage in Argentina, which more than offset lower feedstock and other raw material costs, contributions from new capacity and cost synergies.

Packaging & Specialty Plastics net sales for ~~common stockholders~~the first nine months of 2019 were $15,405 million, down 16 percent from net sales of $18,306 million in the first nine months of ~~2017 was $2,992~~2018. Pro forma net sales for the first nine months of 2019 were $15,405 million, down 16 percent compared with ~~$4,011~~pro forma net sales of $18,339 million in the first nine months of 2018, with local price down 11 percent, volume down 3 percent and an unfavorable currency impact of 2 percent, primarily in EMEAI. Local price decreased in both businesses and across all geographic regions driven by reduced polyethylene prices and lower prices for Hydrocarbons & Energy co-products. Volume decreased across all geographic regions, except Asia Pacific, and in Hydrocarbons & Energy, which more than offset increased volume in Packaging and Specialty Plastics. Volume decreased in Hydrocarbons & Energy due to planned maintenance turnarounds in Europe and on the U.S. Gulf Coast as well as increased internal consumption of ethylene on the U.S. Gulf Coast. Volume increased in Packaging and Specialty Plastics driven by higher demand in Asia Pacific and EMEAI, supported by new capacity additions. Packaging and Specialty Plastics volume growth was driven by increased demand for industrial and consumer packaging, flexible food and specialty packaging, and health and hygiene applications.

Pro forma Operating EBIT was $2,256 million for the first nine months of 2019, down 18 percent from pro forma Operating EBIT of $2,754 million in the first nine months of 2018. Pro forma Operating EBIT decreased as the impact of lower equity earnings at the Kuwait joint ventures due to lower polyethylene pricing, lower selling prices, lower sales volume and the impact of an outage in Argentina more than offset lower feedstock and other raw material costs, cost synergies and decreased planned maintenance turnaround costs.

During the fourth quarter of 2019, Sadara will commence an update of its strategic business plan, inclusive of updated financial projections, which will be reviewed with its board of directors. Sadara also expects to complete an impairment analysis of its long-lived assets which will include updated long-term cash flow projections from the updated strategic business plan as well as long term price assumptions from an independent third party, which are expected to be received in the fourth quarter of 2019.Based on these updated financial projections, Dow may also be required to evaluate its equity investment in Sadara for other-than-temporary impairment, which could result in an impairment charge up to the carrying value of the Company’s equity investment. At September 30, 2019, the Company’s equity investment in Sadara was $1,581 million.

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, infrastructure and energy. 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 also includes a portion of the results of EQUATE Petrochemical Company K.S.C.C. ("EQUATE"), The Kuwait Olefins Company K.S.C.C. ("TKOC"), Map Ta Phut Olefins Company Limited and Sadara, all joint ventures of the Company.

The Company is responsible for marketing a majority of Sadara products outside of the Middle East zone through the Company's established sales channels. As part of this arrangement, the Company purchases and sells Sadara products for a marketing fee.



Industrial Intermediates & Infrastructure	Three Months Ended					Nine Months Ended
In millions	Sep 30, 2019			Sep 30, 2018		Sep 30, 2019			Sep 30, 2018
Net sales	$	3,365		$	3,910	$	10,187		$	11,677
Pro forma net sales				$	3,913	$	10,196		$	11,688
Operating EBIT	$	193
Pro forma Operating EBIT				$	466	$	624		$	1,428
Equity earnings (losses)	$	(70	)	$	54	$	(196	)	$	299



Industrial Intermediates & Infrastructure	Three Months Ended		Nine Months Ended
Percentage change from prior year	Sep 30, 2019		Sep 30, 2019
Change in Net Sales from Prior Period due to:
Local price & product mix	(13	)%	(12	)%
Currency	(1	)	(2	)
Volume	—		1
Portfolio & other	—		—
Total	(14	)%	(13	)%
Change in Pro Forma Net Sales from Prior Period due to: ¹
Local price & product mix	(13	)%	(12	)%
Currency	(1	)	(2	)
Volume	—		1
Portfolio & other	—		—
Total	(14	)%	(13	)%

Pro forma Operating EBIT was $624 million for the first nine months of 2019, down 56 percent from pro forma Operating EBIT of $1,428 million in the first nine months of 2018. Pro forma Operating EBIT decreased as margin compression in isocyanates, lower equity earnings from the Kuwait joint ventures and increased equity losses from Sadara more than offset lower feedstock and other raw material costs and volume growth.

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 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.



Performance Materials & Coatings	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Net sales	$	2,250	$	2,505	$	6,888	$	7,456
Pro forma net sales			$	2,552	$	6,926	$	7,596
Operating EBIT	$	200
Pro forma Operating EBIT			$	398	$	685	$	1,045
Equity earnings	$	2	$	3	$	3	$	4



Performance Materials & Coatings	Three Months Ended		Nine Months Ended
Percentage change from prior year	Sep 30, 2019		Sep 30, 2019
Change in Net Sales from Prior Period due to:
Local price & product mix	(10	)%	(5	)%
Currency	(1	)	(2	)
Volume	(2	)	(3	)
Portfolio & other	3		2
Total	(10	)%	(8	)%
Change in Pro Forma Net Sales from Prior Period due to: ¹
Local price & product mix	(10	)%	(5	)%
Currency	(1	)	(2	)
Volume	(1	)	(2	)
Portfolio & other	—		—
Total	(12	)%	(9	)%

Performance Materials & Coatings net sales were $2,250 million in the third quarter of 2019, down 10 percent from net sales of $2,505 million in the third quarter of 2018. Net sales decreased 12 percent compared with pro forma net sales of $2,552 million in the same quarter last year, with local price down 10 percent, an unfavorable currency impact of 1 percent and volume down 1 percent. Local price decreased in both businesses and all geographic regions. Consumer Solutions local price decreased primarily due to lower pricing in siloxanes. Local price decreased in Coatings & Performance Monomers in response to lower feedstock and other raw material costs. Volume decreased in all geographic regions, except for Asia Pacific, and was mixed by business. Consumer Solutions volume increased due to growth in siloxanes, primarily in Asia Pacific. Coatings & Performance Monomers

volume declined due to lower merchant sales of acrylates, primarily in U.S. and Canada, and lower demand for architectural coatings in U.S. and Canada and industrial coatings in Asia Pacific.

Operating EBIT was $200 million in the third quarter of 2019, down 50 percent from pro forma Operating EBIT of $398 million in the third quarter of 2018. Operating EBIT decreased primarily due to margin compression in siloxanes, and lower demand and local price in Coatings & Performance Monomers, which were partially offset by lower raw material costs.

Performance Materials & Coatings net sales for the first nine months of 2019 were $6,888 million, down 8 percent from net sales of $7,456 million in the first nine months of 2018. Pro forma net sales for the first nine months of 2019 were $6,926 million, down 9 percent from pro forma net sales of $7,596 million in the first nine months of 2018, with local price down 5 percent, an unfavorable currency impact of 2 percent and volume down 2 percent. Local price decreased in both businesses and all geographic regions. Local price decreased in Consumer Solutions due to siloxanes pricing pressure in Asia Pacific and EMEAI, which more than offset local price increases in U.S. & Canada and Latin America. Coatings & Performance Monomers local price declined in all geographic regions. Volume decreased in all geographic regions, except Asia Pacific, which increased modestly. Consumer Solutions volume was up 1 percent with volume growth in Asia Pacific, which offset declines in Latin America and EMEAI. Volume in U.S. & Canada was flat. Volume growth in silicones applications was partially offset by declines in the home and personal care end-markets. Coatings & Performance Monomers volume declined for architectural binders, acrylates and methacrylates, which was partially offset by volume improvement for vinyl acetate monomer.

Pro forma Operating EBIT for the first nine months of 2019 was $685 million, down 34 percent from pro forma Operating EBIT of $1,045 million in the first nine months of 2018. Pro forma Operating EBIT decreased primarily due to siloxanes margin compression, lower sales volume in Coatings & Performance Monomers, primarily due to shipping restrictions at a performance monomers facility in Deer Park, Texas, and higher planned maintenance turnaround costs, which more than offset cost synergies and the impact of lower feedstock and other raw material costs.

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



Corporate	Three Months Ended						Nine Months Ended
In millions	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Net sales	$	87		$	75		$	267		$	221
Pro forma net sales				$	75		$	267		$	221
Operating EBIT	$	(74	)
Pro forma Operating EBIT				$	(110	)	$	(246	)	$	(280	)
Equity earnings (losses)	$	1		$	(5	)	$	(15	)	$	(24	)

Net sales for Corporate, which primarily relate to the Company's insurance operations, were $87 million in the third quarter of 2019, up from net sales and pro forma net sales of $75 million in the third quarter of 2018. Net sales and pro forma net sales were $267 million in the first nine months of 2019, up from net sales and pro forma net sales of $221 million in the first nine months of 2018.

Operating EBIT was a loss of $74 million in the third quarter of 2019, compared with a pro forma Operating EBIT loss of $110 million in the third quarter of 2018. Operating EBIT improved in the third quarter of 2019, primarily due to cost reductions and stranded cost removal. Pro forma Operating EBIT was a loss of $246 million in the first nine months of 2019, compared with a pro forma Operating EBIT loss of $280 million in the first nine months of 2018.

The Company had cash and cash equivalents of ~~$8,394~~$2,823 million at September 30, ~~2017~~2019 and ~~$6,607~~$2,724 million at December 31, ~~2016,~~2018, of which ~~$5,063~~$1,590 million at September 30, ~~2017~~2019 and ~~$4,890~~$2,013 million at December 31, ~~2016~~2018 was held by subsidiaries in foreign countries, including United States territories. For each of its foreign subsidiaries, ~~the Company~~Dow makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States.

The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and future foreign investments. A deferred tax liability has been accrued for the funds that are available to be repatriated to the United States. At September 30, 2017, management believed that sufficient liquidity was available in the United States. However, in the unusual event that additional foreign funds are needed in the United States, the CompanyDow has the ability to repatriate additional ~~funds. The repatriation~~funds to the U.S., which could result in an adjustment to the tax liability ~~after considering available~~for foreign ~~tax credits~~withholding taxes, foreign and/or U.S. state income taxes and ~~other tax attributes. It is~~the impact of foreign currency movements. During 2019, Dow has repatriated and expects to continue repatriating certain funds from its non-U.S. subsidiaries that are not ~~practicable~~needed to ~~calculate the unrecognized deferred~~finance local operations or separation activities; however, these particular repatriation activities have not and are not expected to result in a significant incremental tax liability ~~on undistributed foreign earnings.~~to the Company.

The Company's cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the following table:

Cash Flow Summary Nine Months Ended
In millions Sep 30, 2017 Sep 30, 2016
Cash provided by (used in):
Operating activities ¹
$ 4,779
$ 3,719
Investing activities (1,806 ) (2,498 )
Financing activities ¹
(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 year 6,607
8,577
Cash and cash equivalents at end of period $ 8,394
$ 7,032



Cash Flow Summary	Dow Inc.						TDCC
	Nine Months Ended						Nine Months Ended
	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
In millions
Cash provided by (used for):
Operating activities - continuing operations	$	3,793		$	1,707		$	3,766		$	1,707
Operating activities - discontinued operations	187			817			371			817
Operating activities	3,980			2,524			4,137			2,524
Investing activities - continuing operations	(1,561		)	(1,107		)	(1,561		)	(1,107		)
Investing activities - discontinued operations	(34		)	(203		)	(34		)	(203		)
Investing activities	(1,595		)	(1,310		)	(1,595		)	(1,310		)
Financing activities - continuing operations	(2,238		)	(3,877		)	(2,395		)	(3,877		)
Financing activities - discontinued operations	(18		)	(44		)	(18		)	(44		)
Financing activities	(2,256		)	(3,921		)	(2,413		)	(3,921		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(54		)	(59		)	(54		)	(59		)
Summary
Increase (decrease) in cash, cash equivalents and restricted cash	75			(2,766		)	75			(2,766		)
Cash, cash equivalents and restricted cash at beginning of year	2,764			6,208			2,764			6,208
Cash, cash equivalents and restricted cash at end of year	$	2,839		$	3,442		$	2,839		$	3,442
Less: Restricted cash and cash equivalents, included in "Other current assets"	16			31			16			31
Cash and cash equivalents at end of year	$	2,823		$	3,411		$	2,823		$	3,411

Cash provided by operating activities from continuing operations increased in the first nine months of 2019 compared with the first nine months of 2018. The improvement was primarily due to changes in working capital, advance payments for product supply agreements, lower pension contributions and higher dividends received from nonconsolidated affiliates which were partially offset by a decrease in cash earnings.



Net Working Capital	Dow Inc.				TDCC
	Sep 30, 2019		Dec 31, 2018		Sep 30, 2019		Dec 31, 2018
In millions	Sep 30, 2019		Dec 31, 2018		Sep 30, 2019		Dec 31, 2018
Current assets ¹	$	18,949	$	19,470	$	18,836	$	19,470
Current liabilities ¹	11,201		11,059		11,246		11,059
Net working capital	$	7,748	$	8,411	$	7,590	$	8,411
Current ratio	1.69:1		1.76:1		1.67:1		1.76:1

Cash ~~Flows~~provided by operating activities from ~~Operating Activities~~

InCash used for investing activities from continuing operations in the first nine months of ~~2017, cash used in investing activities~~2019 was ~~$1,806 million, reflecting~~primarily for capital expenditures, ~~investments in and loans to nonconsolidated affiliates, primarily with Sadara, and proceeds from sales and maturities~~purchases of ~~investments. In the first nine months of 2016, cash used in investing activities was $2,498 million, primarily due to capital expenditures, including U.S. Gulf Coast projects,~~investments and investments in and loans to nonconsolidated affiliates, primarily with Sadara, which were partially offset by ~~net cash acquired~~proceeds from sales and maturities of investments. Cash used for investing activities from continuing operations in the ~~DCC Transaction.~~first nine months of 2018 was primarily for capital expenditures and purchases of investments, which were partially offset by proceeds from sales and maturities of investments and proceeds from interests in trade accounts receivable conduits.

~~Capital spending was $2,209~~The Company's capital expenditures related to continuing operations, including capital expenditures of consolidated variable interest entities, were $1,384 million in the first nine months of ~~2017,~~2019, compared with ~~$2,877~~$1,445 million in the first nine months of ~~2016.~~2018. The Company expects full year capital spending in ~~2017~~2019 to be approximately ~~$3.2 billion.~~$2.0 billion, below depreciation and amortization expense and inclusive of capital spending for targeted cost synergy and business separation projects.

In the first nine months of ~~2017,~~2019, the Company waived $135 million of accounts receivable with Sadara, which was converted into equity. In the first nine months of 2019, the Company loaned ~~an additional $683~~$333 million to Sadara and converted ~~$648~~$245 million of the loan balance into equity. The Company ~~loaned $52~~expects to loan Sadara up to $500 million ~~to Sadara during October 2017~~in 2019 and ~~does not anticipate extending any additional loans in 2017. All~~all or a portion of the ~~outstanding~~ loans ~~to Sadara~~ could potentially be converted into equity in future periods.

Cash used in investing activities from discontinued operations in the first nine months of 2019 was primarily for capital expenditures, partially offset by proceeds from the sales of property, businesses and ownership interests in nonconsolidated affiliates. Cash used in investing activities from discontinued operations in the first nine months of 2018 was primarily for capital expenditures, partially offset by proceeds from the sale of property and businesses.

InCash used for financing activities from continuing operations in the first nine months of ~~2017,~~2019 included payments on long-term debt and dividends paid to DowDuPont, which were partially offset by proceeds from the issuance of long-term debt. In addition, Dow Inc. received cash as part of the separation from DowDuPont, which more than offset dividends paid to common stockholders and repurchases of common stock. TDCC was further impacted by the change in the note payable with Dow Inc. Cash used for financing activities from continuing operations in the first nine months of 2018 primarily related to dividends paid to DowDuPont and payments of long-term debt. See Notes 12 and 15 to the Consolidated Financial Statements for additional information related to the issuance and retirement of debt and the Company's share repurchases and dividends.

Cash used for financing activities from discontinued operations in the first nine months of 2019 and 2018 primarily related to distributions to noncontrolling interests and employee taxes paid for share-based payment arrangements.

Cash flows from operating activities - continuing operations, excluding the impact of Accounting Standards Update 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), is defined as cash provided by (used for) operating activities - continuing operations, excluding the impact of ASU 2016-15 and related interpretive guidance. Management believes this non-GAAP financial measure is relevant and meaningful as it presents cash flows from operating activities inclusive of all trade accounts receivable collection activity, which Dow utilizes in support of its operating activities.

The Company defines free cash flow as cash flows from operating activities - continuing operations, excluding the impact of ASU 2016-15, less capital expenditures. Under this definition, free cash flow represents the cash generated by the Company from operations after investing in its asset base. Free cash flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free cash flow is an integral financial measure used in ~~financing activities decreased compared~~the Company's financial planning process.

These financial measures are not recognized in accordance with U.S. GAAP and should not be viewed as alternatives to U.S. GAAP financial measures of performance. All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, the Company's definitions may not be consistent with the ~~same period last year, primarily due to issuance of commercial paper and the absence of treasury stock purchases and purchases of noncontrolling interests.~~methodologies used by other companies.



Reconciliation of Non-GAAP Measures	Dow Inc.						TDCC
	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
In millions	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Cash provided by operating activities - continuing operations (GAAP)	$	3,793		$	1,707		$	3,766		$	1,707
Impact of ASU 2016-15 and related interpretive guidance	—			657			—			657
Cash flows from operating activities - continuing operations - excluding impact of ASU 2016-15 (Non-GAAP)	$	3,793		$	2,364		$	3,766		$	2,364
Capital expenditures	(1,384		)	(1,445		)	(1,384		)	(1,445		)
Free cash flow (Non-GAAP)	$	2,409		$	919		$	2,382		$	919

The Company’s primary source of incremental liquidity is cash ~~provided by~~flows from operating activities. The generation of cash from operations and the Company's ability to access ~~debt~~capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders and other needs. In addition to cash ~~provided by~~from operating activities, the Company’s current liquidity sources also include TDCC's U.S. and Euromarket commercial paper programs, committed credit facilities, ~~accounts receivable securitization facilities~~a U.S. retail medium-term note program (“InterNotes”) and other debt markets. Additional details on sources of liquidity are as follows:

~~In the event Dow has short-term liquidity needs and is unable to issue commercial paper for any reason, Dow~~The Company also has the ability to access liquidity through ~~its~~TDCC's committed and available credit facilities. At September 30, ~~2017, the Company~~2019, TDCC had total committed credit facilities of ~~$10.9~~$9.6 billion and available credit facilities of ~~$6.4~~$7.6 billion. See Note 12 to the Consolidated Financial Statements for additional information on committed and available credit facilities.

In connection with the ~~DCC Transaction,~~ownership restructure of Dow Silicones on May 31, 2016, Dow ~~Corning~~Silicones 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,~~2019, Dow ~~Corning exercised a 364-day extension option~~Silicones voluntarily repaid $2.5 billion of principal on the Term Loan Facility. In September 2019, Dow Silicones amended the Term Loan Facility to extend the maturity date on the remaining principal balance of $2 billion, making amounts borrowed under the ~~DCC~~ Term Loan Facility repayable ~~on May 29, 2018, and amended~~in September 2021. In addition, this amendment includes options to extend the ~~DCC Term Loan Facility to include an additional 19-month extension option,~~maturity date through September 2023, at Dow ~~Corning’s~~Silicones' election, ~~upon satisfaction of certain customary conditions precedent. Dow Corning~~which the Company intends to ~~exercise the additional 19-month extension option on the DCC Term Loan Facility.~~

On July 26, 2019, Dow Inc. and TDCC filed a shelf registration statement with the SEC. The shelf indicates that Dow Inc. may offer common stock; preferred stock; depositary shares; debt securities; guarantees; warrants to purchase common stock, preferred stock and debt securities; and stock purchase contracts and stock purchase units, with pricing and availability of any such offerings depending on market conditions. The shelf also indicates that TDCC may offer debt securities, guarantees and warrants to purchase debt securities, with pricing and availability of any such offerings depending on market conditions. Also on July 26, 2019, TDCC filed a new prospectus supplement under this shelf registration to register an unlimited amount of securities for issuance under InterNotes.

As ~~Dow~~the Company continues to maintain its strong balance sheet and financial flexibility, management is focused on net debt (a non-GAAP financial measure), as ~~Dow~~the Company believes this is the best representation of ~~the Company’s~~its financial leverage at this point in time. As shown in the following table, net debt is equal to total gross debt minus "Cash and cash ~~equivalents.~~equivalents" and "Marketable securities." At September 30, ~~2017,~~2019, net debt as a percent of total capitalization ~~decreased~~increased to ~~29.7~~45.9 percent and 46.1 percent for Dow Inc. and TDCC, respectively, compared with ~~35.1~~33.7 percent for both companies at December 31, ~~2016,~~2018. The increase is primarily due to ~~current year earnings,~~ a ~~decrease~~reduction in ~~accumulated other comprehensive loss and an increase in cash and cash equivalents.~~stockholders' equity for both companies as a result of the separation from DowDuPont.

~~Dow's~~In the first nine months of 2019, the Company issued $2.0 billion of senior unsecured notes in an offering under Rule 144A of the Securities Act of 1933. The offering included $750 million aggregate principal amount of 4.80 percent notes due 2049; $750 million aggregate principal amount of 3.625 percent notes due 2026; and $500 million aggregate principal amount of 3.15 percent notes due 2024. In addition, the Company redeemed $1.5 billion of 4.25 percent notes issued by the Company with maturity in 2020.

On October 11, 2019, the Company announced a make-whole call for $1.25 billion of 4.125 percent notes with maturity in November 2021, which will settle on November 12, 2019.

In October 2019, TDCC launched exchange offers for $4 billion of all the outstanding, unregistered senior notes that were issued in private offerings on November 30, 2018 and May 20, 2019, for identical, registered notes under the Securities Act of 1933 (the "Exchange Offers"). The Exchange Offers are with respect to the Company's 3.15 percent notes due 2024, 4.55 percent notes due 2025, 3.625 percent notes due 2026, 4.80 percent notes due 2028, 5.55 percent notes due 2048 and 4.80 percent notes due 2049, and fulfilled the Company's obligations contained in the registration rights agreements entered into in connection with the issuance of the aforementioned notes.

The Company may at any time repurchase certain debt securities in the open market or in privately negotiated transactions subject to: the applicable terms under which any such debt securities were issued, certain internal approvals of the Company, and applicable laws and regulations of the relevant jurisdiction in which any such potential transactions might take place. This in no way obligates the Company to make any such repurchases nor should it be considered an offer to do so.

TDCC's public debt instruments and primary, private credit agreements contain, among other provisions, certain customary restrictive covenant and default provisions. ~~The Company's~~TDCC's most significant debt covenant with regard to its financial position is the obligation to maintain the ratio of ~~the Company's~~its consolidated indebtedness to consolidated capitalization at no greater than 0.65 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") equals or exceeds $500 million. The ratio of ~~the Company's~~TDCC's consolidated indebtedness to consolidated capitalization as defined in the ~~Five Year Competitive Advance and~~ Revolving Credit ~~Facility~~ Agreement was ~~0.40~~0.48 to 1.00 at September 30, ~~2017.~~2019. Management believes ~~the Company~~TDCC was in compliance with all of its covenants and default provisions at September 30, ~~2017.~~2019. For information on ~~Dow's~~TDCC's covenants and default provisions, see Note 17 to the Consolidated Financial Statements in the ~~Company's Annual~~Current Report on Form 8-K of Dow Inc. and TDCC, filed with the SEC on July 25, 2019, which recast portions of the TDCC 2018 10-K ~~for~~("2018 10-K Recast). There were no material changes to the ~~year ended December 31, 2016.~~debt covenants and default provisions related to TDCC’s outstanding long-term debt and primary, private credit agreements in the first nine months of 2019.

On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. In conjunction with the separation, Dow Inc. is obligated, substantially concurrently with the issuance of any guarantee in respect of outstanding or committed indebtedness under the Revolving Credit Agreement, to enter into a supplemental indenture with TDCC and the trustee under TDCC’s existing 2008 base indenture governing certain notes issued by TDCC. Under

such supplemental indenture, Dow Inc. will guarantee all outstanding debt securities and all amounts due under such existing base indenture and will become subject to certain covenants and events of default under the existing base indenture.

In addition, the Revolving Credit Agreement includes an event of default which would be triggered in the event Dow Inc. incurs or guarantees third party indebtedness for borrowed money in excess of $250 million or engages in any material activity or directly owns any material assets, in each case, subject to certain conditions and exceptions. Dow Inc. may, at its option, cure the event of default by delivering an unconditional and irrevocable guarantee to the administrative agent within thirty days of the event or events giving rise to such event of default.

No such events have occurred or have been triggered at the time of the filing of this Quarterly Report on Form 10-Q.

Management expects that the Company will continue to have sufficient liquidity and financial flexibility to meet all of its business obligations.

~~The Company's~~At September 30, 2019, TDCC's credit ratings ~~are~~were as follows:

Downgrades in ~~the Company's~~TDCC's credit ratings will increase borrowing costs on certain indentures and could impact ~~the Company's~~its ability to access ~~credit~~debt capital markets.

On ~~July 13, 2017, the~~April 11, 2019, Dow Inc.’s Board of Directors ~~announced the declaration of~~declared a ~~quarterly~~ dividend of ~~$0.46~~$0.70 per share, paid on June 14, 2019, to ~~stockholders~~shareholders of record on ~~July~~May 31, ~~2017,~~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 ~~2, 2017.~~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.

Effective with the Merger, ~~Dow~~TDCC no longer has publicly traded common stock. ~~Dow's~~From the Merger date through March 31, 2019, TDCC's common shares were owned solely by DowDuPont. Pursuant to the Merger Agreement, TDCC committed to fund a portion of DowDuPont's dividends paid to common stockholders and certain governance expenses. In addition, share repurchases by DowDuPont were partially funded by TDCC through 2018. Funding was accomplished through intercompany loans. On a quarterly basis, TDCC's Board of Directors reviewed and determined a dividend distribution to DowDuPont to settle the intercompany loans. The dividend distribution considered the level of TDCC’s earnings and cash flows and the outstanding intercompany loan balances. For the three months ended March 31, 2019, TDCC declared and paid dividends to DowDuPont of $535 million ($1,048 million and $3,158 million for the three and nine months ended September 30, 2018, respectively). See Note 22 to the Consolidated Financial Statements for additional information.

Effective with the separation from DowDuPont on April 1, 2019, TDCC became a wholly owned subsidiary of Dow Inc. TDCC'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.~~Dow Inc.

~~Effective with~~On April 1, 2019, Dow Inc.'s Board of Directors ratified the ~~Merger, Dow no longer has publicly traded~~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, ~~and there is~~with no ~~ongoing~~expiration date. In the third quarter of 2019, Dow Inc. repurchased $101 million of the Company's common stock ($406 million in the first nine months of 2019). At September 30, 2019, approximately $2.6 billion of the share repurchase ~~program.~~program authorization remained available for repurchases. Dow Inc. remains on track to repurchase an additional $100 million of the Company's common stock in the fourth quarter of 2019 to reach its full-year target of approximately $500 million of repurchases.

At September 30, 2019, TDCC's outstanding intercompany loan balance with Dow Inc. was a payable of $418 million. The intercompany loan with Dow Inc. will continue to be used to further fund dividends paid to common stockholders, share repurchases and certain governance expenses of Dow Inc.

The Company has both funded and unfunded defined benefit pension plans that cover employees in the United States and a number of other countries. As a result of the Company’s separation from DowDuPont, the number of significant defined benefit pension plans administered by the Company decreased from 45 plans to 35 plans, of which approximately $270 million of net unfunded pension liabilities transferred to DowDupont. Plans administered by other subsidiaries of DowDuPont that were transferred to the Company were not significant. There were no changes in the number of significant other postretirement benefit plans administered by the Company as a result of the separation. Existing Company plans that were significantly impacted by the transfer of active plan participants to DowDuPont were remeasured, resulting in curtailment gains and losses and recognition of special termination benefits.

For funded plans, the Company's funding policy is to contribute to defined benefit pension plans in the United States and a number of other ~~countries. The Company's funding policy is to contribute to the plans~~countries when pension laws and/or economics either require or encourage funding. ~~In the second quarter of 2017, the~~The Company ~~increased its estimate and~~ expects to contribute approximately ~~$520~~$285 million to its pension plans in ~~2017.~~ 2019, of which $206 million had been contributed though September 30, 2019.

The activities related to the ~~2016 and 2017 restructuring plans~~Synergy Program are expected to result in additional cash expenditures of approximately ~~$200~~$150 million, primarily through ~~September 30,~~the end of 2019, consisting of severance and related benefit costs and costs associated with exit and disposal activities, including environmental remediation (see Note 5 to the Consolidated Financial Statements). The Company expects to incur additional costs in the future related to its restructuring ~~activities, as the Company continually looks for ways to enhance the efficiency and cost effectiveness of its operations, and to ensure competitiveness across its businesses and geographic areas.~~activities. 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.

On November 1, 2017, the Company approved restructuring actions in connection with the DowDuPont Cost Synergy Program (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 severanceIntegration and ~~related benefits costs; $400 million to $440 million of asset related charges, and $290 million to $310 million of~~separation costs related to ~~contract terminations. Current estimated total pretax restructuring charges includes~~post-Merger integration and business separation activities are expected to result in additional cash expenditures of approximately $200 million to $300 million through the ~~$139 million pretax charge recorded in the third~~second 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. Future cash payments related to this charge are anticipated to be approximately $815 million to $885 million, primarily related to the payment of severance and related benefits and contract termination costs.2020.

Information related to the Company’s contractual obligations, commercial commitments and expected cash requirements for interest ~~at December 31, 2016,~~ can be found in Notes ~~15,~~ 17, 18 19 and 2321 to the Consolidated Financial Statements in Dow Inc. and TDCC’s 2018 10-K Recast filed with the ~~Company’s Annual Report~~SEC on ~~Form 10-K for the year ended December 31, 2016.~~July 25, 2019. With the exception of the items noted ~~in the table~~ below, there have been no material changes in the Company’s contractual obligations since December 31, ~~2016.~~2018.

Off-balance sheet arrangements are obligations the Company has with nonconsolidated entities related to transactions, agreements or other contractual arrangements. The Company holds variable interests in ~~certain~~ joint ventures accounted for under the equity method of accounting. The Company is not the primary beneficiary of these joint ventures and therefore is not required to consolidate these entities (see Note 2021 to the Consolidated Financial Statements). ~~In addition, see Note 11 to the Consolidated Financial Statements for information regarding the transfer of financial assets.~~

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 if specific triggering events occur. The Company had outstanding guarantees at September 30, ~~2017~~2019 of ~~$5,813~~$4,116 million, down from ~~$6,043~~$4,273 million at December 31, ~~2016.~~

See Note 1920 to the Consolidated Financial Statements for additional information concerning fair value ~~measurements, including the Company's interest held in trade receivable conduits.~~measurements.

See Note 2 to the Consolidated Financial Statements for a summary of recent accounting guidance.

The preparation of financial statements and related disclosures in ~~conformity~~accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements in ~~the Company’s Annual Report on Form~~Dow Inc. and TDCC’s 2018 10-K ~~for the year ended December 31, 2016 (“2016 10-K”)~~Recast describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. ~~Dow’s critical~~The Company’s accounting policies that are impacted by judgments, assumptions and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in ~~the Company’s 2016 10-K.~~Dow Inc. and TDCC’s 2018 10-K Recast. Since December 31, ~~2016,~~2018, there have been no material changes in the Company’s ~~critical~~ accounting ~~policies.~~policies that are impacted by judgments, assumptions and estimates.

Union Carbide Corporation (“("Union ~~Carbide”~~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.

The table below provides information regarding asbestos-related claims pending against Union Carbide and Amchem based on criteria developed by Union Carbide and its external consultants.

Plaintiffs’ lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants. As a result, the damages alleged are not expressly identified as to Union Carbide, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. In fact, there are no personal injury cases in which only Union Carbide and/or Amchem are the sole named defendants. For these reasons and based upon Union Carbide’s litigation and settlement experience, Union Carbide does not consider the damages alleged against Union Carbide and Amchem to be a meaningful factor in its determination of any potential asbestos-related liability.

For additional information, see Asbestos-Related Matters of Union Carbide Corporation in Note 13 to the Consolidated Financial Statements and Part II, Item 1. Legal Proceedings.

The Company determines the costs of environmental remediation of its current and historical locations based on current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies. The recorded liabilities are adjusted periodically as remediation efforts progress, or as additional technical or legal information becomes available. At September 30, 2019, Dow had accrued obligations of $1,193 million for probable environmental remediation and restoration costs, including $211 million for the remediation of Superfund sites. This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which Dow has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately one and a half times that amount. For additional information, see Environmental Matters in Note 13 to the Consolidated Financial Statements.

Dow’s business operations give rise to market risk exposure due to changes in foreign exchange rates, interest 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, that enable it to mitigate the adverse effects of financial market risk. Derivatives used for this purpose are designated as hedges per the accounting guidance related to derivatives and hedging activities, where appropriate. A secondary objective is to add value by creating additional non-specific exposure 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.

As of the end of the period covered by this Quarterly Report on Form 10-Q, ~~the~~Dow Inc. and The Dow Chemical Company (the "Companies") carried out an evaluation, under the supervision and with the participation of the ~~Company’s~~Companies' Disclosure Committee and the ~~Company’s~~Companies' management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the ~~Company’s~~Companies' disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the ~~Company’s~~Companies' disclosure controls and procedures were effective.

There were no changes in the ~~Company’s~~Companies' internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Companies' internal control over financial reporting.

No material developments regarding this matter occurred ~~during~~in the third quarter of ~~2017.~~2019. For a current status of this matter, see Note 13 to the Consolidated Financial ~~Statements; and Management’s Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters of Union Carbide Corporation.~~Statements.

~~Dow Corning Corporation ("Dow Corning"~~On October 30, 2018, DC Alabama, Inc. (“DCA”), a wholly owned subsidiary of the Company, ~~has received the following notifications~~finalized and executed a consent order (“Order”) from the Alabama Department of Environmental Management (“ADEM”) relating to alleged unpermitted discharges of industrial process water and certain water quality and equipment violations at DCA’s silicon metal production facility located in Mt. Meigs, Alabama. The Order included, among other remedies, a civil penalty of $250,000 that DCA paid in December 2018. Implementation of the Order has been ongoing and DCA remains compliant with the Order. Discussions between DCA and ADEM are ongoing.

On August 27, 2019, the EPA, ~~Region Five related~~DOJ, Texas Environmental Quality Board, and Texas Office of the Attorney General (the “Government Agencies”) added Performance Materials NA, Inc., a wholly owned subsidiary of the Company, as an additional signatory to ~~Dow Corning’s Midland~~an existing draft consent decree relating to alleged environmental violations at the Sabine manufacturing facility in Orange, Texas (the “Facility”)~~: 1)~~. Performance Materials NA, Inc. acquired the Facility in February 2019 and became a ~~Notice~~subsidiary of ~~Violation and Finding of Violation (received~~the Company in April ~~2012) which alleges a number of~~2019. The alleged violations ~~in connection with~~were first identified during multimedia environmental inspections that the ~~detection, monitoring and control of certain organic hazardous air pollutants~~EPA conducted at the Facility while under prior ownership in March 2009 and ~~various recordkeeping~~December 2015, and ~~reporting violations under the Clean Air Act and 2) a Notice of Violation (received in May 2015) alleging a number of violations relating to~~involve the management of materials in the Facility’s wastewater treatment system, hazardous ~~wastes at the Facility pursuant to the Resource Conservation~~waste management, flare and ~~Recovery Act. While Dow Corning contests these allegations, resolution may result in a penalty in excess of $100,000.~~air emissions, including leak detection and repair. Discussions are ongoing between the ~~EPA,~~Government Agencies, the ~~U.S. Department of Justice~~Company, and ~~Dow Corning are ongoing.~~the Facility’s prior owner, who is the other named signatory.

~~The following risk factor was added in the third quarter of 2017:~~

Risks related to achieving the ~~potential~~anticipated benefits of Dow's separation if implemented, (iii) potential litigation relating to the Merger and proposed Intended Business Separations that could be instituted against Dow, DuPont or their respective directors, (iv) the risk that disruptions from the Merger and proposed Intended Business Separations will harm Dow’s or DuPont’s business, including current plans and operations, (v) the ability of Dow or DuPont to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger, (vii) uncertainty as to the long-term value of DowDuPont common stock, (viii) continued availability of capital and financing and rating agency actions, (ix) legislative, regulatory and economic developments, (x) potential business uncertainty during the pendency of the Merger that could affect Dow’s and/or DuPont’s economic performance, (xi) certain contractual restrictions that could be imposed on Dow and/or DuPont during the pendency of the Merger that might impact Dow’s or DuPont’s ability to pursue certain business opportunities or strategic transactions and (xii) unpredictability and severity of catastrophic events, including,include, but are not limited to, ~~acts~~a number of ~~terrorism~~conditions outside the control of Dow,including risks related to (i) Dow's inability to achieve some or ~~outbreak of war or hostilities, as well as management’s response to any~~all of the ~~aforementioned factors.~~benefits that it expects to receive from the separation, (ii) certain tax risks associated with the separation, (iii) Dow's inability to make necessary changes to operate as a stand-alone company, (iv) the failure of Dow's pro forma financial information to be a reliable indicator of Dow's future results, (v) Dow's inability to enjoy the same benefits of diversity, leverage and market reputation that it enjoyed as a combined company, (vi) restrictions under the intellectual property cross-license agreements, (vii) Dow's inability to receive third-party consents required under the separation agreement, (viii) Dow's customers, suppliers and others' perception of Dow's financial stability on a stand-alone basis, (ix) non-compete restrictions under the separation agreement, (x) receipt of less favorable terms in the commercial agreements Dow will enter into with DuPont and Corteva, Inc. ("Corteva") than Dow would have received from an unaffiliated third party and (xi) Dow's indemnification of DuPont and/or Corteva for certain liabilities.

The following table provides information regarding purchases of Dow Inc. common stock by the Company during the three months ended September 30, 2019:

Not applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant has~~registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation or Organization	I.R.S. Employer Identification No.
001-38646	Dow Inc.	Delaware	30-1128146
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000
001-03433	The Dow Chemical Company	Delaware	38-1285128
~~(State or other jurisdiction of incorporation or organization)~~	2211 H.H. Dow Way, Midland, MI 48674		~~(I.R.S. Employer Identification No.)~~
	(989) 636-1000



Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Dow Inc.	Common Stock, par value $0.01 per share	DOW	New York Stock Exchange
The Dow Chemical Company	4.625% Notes due October 1, 2044	DOW/44	New York Stock Exchange



Dow Inc.	☑	Yes	☐	No
The Dow Chemical Company	☑	Yes	☐	No



Dow Inc.	☑	Yes	☐	No
The Dow Chemical Company	☑	Yes	☐	No



Dow Inc.	Large accelerated filer¨	Accelerated filer ¨	þ		~~Accelerated filer~~	¨
	Non-accelerated filerþ		¨	~~(Do not check if a smaller reporting company)~~	Smaller reporting company¨	¨
					Emerging growth company¨
The Dow Chemical Company	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer þ	Smaller reporting company ¨	Emerging growth company ¨



		PAGE

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	45
	Dow Inc. and Subsidiaries:
	Consolidated Statements of Income.	5
	Consolidated Statements of Comprehensive Income.	6
	Consolidated Balance Sheets.	7
	Consolidated Statements of Cash Flows.	8
	Consolidated Statements of Equity.	9

	The Dow Chemical Company and Subsidiaries:
	Consolidated Statements of Income.	410
	Consolidated Statements of Comprehensive Income.	11
	Consolidated Balance Sheets.	12
	Consolidated Statements of Cash Flows.	13
	Consolidated Statements of Equity.	14

	~~Consolidated Statements of Comprehensive Income~~. Dow Inc. and Subsidiaries and The Dow Chemical Company and Subsidiaries:	5

	~~Consolidated Balance Sheets~~.	6

	~~Consolidated Statements of Cash Flows~~.	7

	~~Consolidated Statements of Equity~~.	8

	Notes to the Consolidated Financial Statements.	915

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4653

	Results of Operations.	4956

	Changes in Financial Condition.	5266

	Other Matters.	5772

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5973

Item 4.	Controls and Procedures.	6073

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	6174

Item 1A.	Risk Factors.	6174

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	75

Item 4.	Mine Safety Disclosures.	6275

Item 5.	Other Information.	6275

Item 6.	Exhibits.	6275

SIGNATURE		64

~~EXHIBIT INDEX~~		6576



	Three Months Ended						Nine Months Ended
In millions, except per share amounts (Unaudited)	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Net sales	$	10,764		$	12,634		$	32,747		$	37,660
Cost of sales	9,377			10,456			27,939			30,976
Research and development expenses	194			193			592			622
Selling, general and administrative expenses	388			409			1,258			1,376
Amortization of intangibles	100			117			320			353
Restructuring and asset related charges - net	147			48			368			175
Integration and separation costs	164			313			964			799
Equity in earnings (losses) of nonconsolidated affiliates	(44		)	135			(73		)	529
Sundry income (expense) - net	301			(3		)	369			37
Interest income	19			22			58			60
Interest expense and amortization of debt discount	233			258			711			781
Income from continuing operations before income taxes	437			994			949			3,204
Provision for income taxes on continuing operations	90			280			356			755
Income from continuing operations, net of tax	347			714			593			2,449
Income from discontinued operations, net of tax	—			335			445			1,403
Net income	347			1,049			1,038			3,852
Net income attributable to noncontrolling interests	14			36			74			102
Net income available for Dow Inc. common stockholders	$	333		$	1,013		$	964		$	3,750

Per common share data:
Earnings per common share from continuing operations - basic	$	0.45		$	0.91		$	0.71		$	3.17
Earnings per common share from discontinued operations - basic	—			0.45			0.58			1.85
Earnings per common share - basic	$	0.45		$	1.36		$	1.29		$	5.02
Earnings per common share from continuing operations - diluted	$	0.45		$	0.91		$	0.71		$	3.17
Earnings per common share from discontinued operations - diluted	—			0.45			0.58			1.85
Earnings per common share - diluted	$	0.45		$	1.36		$	1.29		$	5.02

Weighted-average common shares outstanding - basic	739.8			747.2			743.3			747.2
Weighted-average common shares outstanding - diluted	743.0			747.2			746.1			747.2

Depreciation	$	540		$	549		$	1,621		$	1,643
Capital expenditures	$	472		$	577		$	1,384		$	1,445



	Three Months Ended						Nine Months Ended
In millions (Unaudited)	Sep 30, 2019			Sep 30, 2018			Sep 30, 2019			Sep 30, 2018
Net income	$	347		$	1,049		$	1,038		$	3,852
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on investments	11			8			111			(31		)
Cumulative translation adjustments	(216		)	(98		)	(180		)	(192		)
Pension and other postretirement benefit plans	108			123			355			373
Derivative instruments	(134		)	208			(413		)	332
Total other comprehensive income (loss)	(231		)	241			(127		)	482
Comprehensive income	116			1,290			911			4,334
Comprehensive income attributable to noncontrolling interests, net of tax	7			31			79			58
Comprehensive income attributable to Dow Inc.	$	109		$	1,259		$	832		$	4,276



In millions, except share amounts (Unaudited)	Sep 30, 2019			Dec 31, 2018
Assets
Current Assets
Cash and cash equivalents (variable interest entities restricted - 2019: $36; 2018: $71)	$	2,823		$	2,724
Marketable securities	11			100
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2019: $49; 2018: $42)	5,125			5,646
Other	3,683			3,389
Inventories	6,416			6,899
Other current assets	891			712
Assets of discontinued operations - current	—			19,900
Total current assets	18,949			39,370
Investments
Investment in nonconsolidated affiliates	3,007			3,320
Other investments (investments carried at fair value - 2019: $1,709; 2018: $1,699)	2,737			2,646
Noncurrent receivables	881			360
Total investments	6,625			6,326
Property
Property	54,890			53,984
Less accumulated depreciation	33,887			32,566
Net property (variable interest entities restricted - 2019: $621; 2018: $683)	21,003			21,418
Other Assets
Goodwill	9,785			9,846
Other intangible assets (net of accumulated amortization - 2019: $3,748; 2018: $3,379)	3,859			4,225
Operating lease right-of-use assets	2,130			—
Deferred income tax assets	1,765			1,779
Deferred charges and other assets	821			735
Total other assets	18,360			16,585
Total Assets	$	64,937		$	83,699
Liabilities and Equity
Current Liabilities
Notes payable	$	517		$	298
Long-term debt due within one year	378			338
Accounts payable:
Trade	3,855			4,456
Other	2,025			2,479
Operating lease liabilities - current	418			—
Income taxes payable	490			557
Accrued and other current liabilities	3,518			2,931
Liabilities of discontinued operations - current	—			4,488
Total current liabilities	11,201			15,547
Long-Term Debt (variable interest entities nonrecourse - 2019: $44; 2018: $75)	17,213			19,253
Other Noncurrent Liabilities
Deferred income tax liabilities	380			501
Pension and other postretirement benefits - noncurrent	8,447			8,926
Asbestos-related liabilities - noncurrent	1,087			1,142
Operating lease liabilities - noncurrent	1,735			—
Other noncurrent obligations	6,888			4,709
Total other noncurrent liabilities	18,537			15,278
Stockholders’ Equity
Common stock (authorized 5,000,000,000 shares of $0.01 par value each; issued 2019: 749,457,637 shares; 2018: 100 shares)	7			—
Additional paid-in capital	7,239			7,042
Retained earnings	19,873			35,460
Accumulated other comprehensive loss	(9,219		)	(9,885		)
Unearned ESOP shares	(95		)	(134		)
Treasury stock at cost (2019: 7,961,732 shares; 2018: zero shares)	(406		)	—
Dow Inc.’s stockholders’ equity	17,399			32,483
Noncontrolling interests	587			1,138
Total equity	17,986			33,621
Total Liabilities and Equity	$	64,937		$	83,699


In millions (Unaudited)	Sep 30, 2017			Dec 31, 2016
In millions, except share amounts (Unaudited)							Sep 30, 2019			Dec 31, 2018
Assets
Current Assets
Cash and cash equivalents (variable interest entities restricted - 2017: $115; 2016: $75)	$	8,394		$	6,607
Cash and cash equivalents (variable interest entities restricted - 2019: $36; 2018: $71)							$	2,823		$	2,724
Marketable securities							11			100
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2017: $125; 2016: $110)	5,174			4,666
Trade (net of allowance for doubtful receivables - 2019: $49; 2018: $42)							5,125			5,646
Other	5,214			4,312			3,687			3,389
Inventories	8,477			7,363			6,416			6,899
Other current assets	773			711			774			712
Assets of discontinued operations - current							—			19,900
Total current assets	28,032			23,659			18,836			39,370
Investments
Investment in nonconsolidated affiliates	3,975			3,747			3,007			3,320
Other investments (investments carried at fair value - 2017: $1,408; 2016: $1,959)	2,400			2,969
Other investments (investments carried at fair value - 2019: $1,709; 2018: $1,699)							2,737			2,646
Noncurrent receivables	657			708			868			360
Total investments	7,032			7,424			6,612			6,326
Property
Property	60,204			57,438			54,890			53,984
Less accumulated depreciation	35,887			33,952			33,887			32,566
Net property (variable interest entities restricted - 2017: $925; 2016: $961)	24,317			23,486
Net property (variable interest entities restricted - 2019: $621; 2018: $683)							21,003			21,418
Other Assets
Goodwill	15,485			15,272			9,785			9,846
Other intangible assets (net of accumulated amortization - 2017: $4,901; 2016: $4,295)	5,752			6,026
Other intangible assets (net of accumulated amortization - 2019: $3,748; 2018: $3,379)							3,859			4,225
Operating lease right-of-use assets							2,130			—
Deferred income tax assets	2,507			3,079			1,765			1,779
Deferred charges and other assets	804			565			820			735
Total other assets	24,548			24,942			18,359			16,585
Total Assets	$	83,929		$	79,511		$	64,810		$	83,699
Liabilities and Equity
Current Liabilities
Notes payable	$	584		$	272		$	935		$	298
Long-term debt due within one year	578			635			378			338
Accounts payable:
Trade	4,857			4,519			3,855			4,456
Other	2,988			2,097			2,025			2,479
Operating lease liabilities - current							418			—
Income taxes payable	595			600			490			557
Accrued and other current liabilities	5,373			4,481			3,145			2,931
Liabilities of discontinued operations - current							—			4,488
Total current liabilities	14,975			12,604			11,246			15,547
Long-Term Debt (variable interest entities nonrecourse - 2017: $310; 2016: $330)	20,004			20,456
Long-Term Debt (variable interest entities nonrecourse - 2019: $44; 2018: $75)							17,213			19,253
Other Noncurrent Liabilities
Deferred income tax liabilities	899			923			380			501
Pension and other postretirement benefits - noncurrent	10,398			11,375			8,447			8,926
Asbestos-related liabilities - noncurrent	1,266			1,364			1,087			1,142
Operating lease liabilities - noncurrent							1,735			—
Other noncurrent obligations	6,116			5,560			6,335			4,709
Total other noncurrent liabilities	18,679			19,222			17,984			15,278
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)	—			3,107
Stockholder's Equity
Common stock (authorized and issued 100 shares of $0.01 par value each)							—			—
Additional paid-in capital	6,433			4,262			7,245			7,042
Retained earnings	31,636			30,338			19,849			35,460
Accumulated other comprehensive loss	(8,795		)	(9,822		)	(9,219		)	(9,885		)
Unearned ESOP shares	(192		)	(239		)	(95		)	(134		)
Treasury stock at cost (2017: zero shares; 2016: 31,661,501 shares)	—			(1,659		)
The Dow Chemical Company’s stockholders’ equity	29,082			25,987
The Dow Chemical Company’s stockholder's equity							17,780			32,483
Noncontrolling interests	1,189			1,242			587			1,138
Total equity	30,271			27,229			18,367			33,621
Total Liabilities and Equity	$	83,929		$	79,511		$	64,810		$	83,699



In millions (Unaudited)	Preferred Stock		Common Stock			Add'l Paid in Capital			Retained Earnings			Accum Other Comp Loss			Unearned ESOP			Treasury Stock			Non-controlling Interests			Total Equity
2016
Balance at Jan 1, 2016	$	4,000	$	3,107		$	4,936		$	28,425		$	(8,667	)	$	(272	)	$	(6,155	)	$	809		$	26,183
Net income available for The Dow Chemical Company common stockholders	—		—			—			4,011			—			—			—			—			4,011
Other comprehensive income (loss)	—		—			—			—			986			—			—			—			986
Dividends	—		—			—			(1,531		)	—			—			—			—			(1,531		)
Common stock issued/sold	—		—			320			—			—			—			606			—			926
Stock-based compensation and allocation of ESOP shares	—		—			(340		)	—			—			46			—			—			(294		)
Impact of noncontrolling interests	—		—			—			—			—			—			—			505			505
Treasury stock purchases	—		—			—			—			—			—			(416		)	—			(416		)
Other	—		—			—			(21		)	—			—			—			—			(21		)
Balance at Sep 30, 2016	$	4,000	$	3,107		$	4,916		$	30,884		$	(7,681	)	$	(226	)	$	(5,965	)	$	1,314		$	30,349
2017
Balance at Jan 1, 2017	$	—	$	3,107		$	4,262		$	30,338		$	(9,822	)	$	(239	)	$	(1,659	)	$	1,242		$	27,229
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	—		—			423			—			—			—			724			—			1,147
Issuance of parent company stock	—		—			21			—			—			—			—			—			21
Stock-based compensation and allocation of ESOP shares	—		—			(443		)	—			—			47			—			—			(396		)
Impact of noncontrolling interests	—		—			—			—			—			—			—			(53		)	(53		)
Merger impact	—		(3,107		)	2,172			—			—			—			935			—			—
Other	—		—			(2		)	(21		)	—			—			—			—			(23		)
Balance at Sep 30, 2017	$	—	$	—		$	6,433		$	31,636		$	(8,795	)	$	(192	)	$	—		$	1,189		$	30,271



~~(Unaudited)~~		Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries ~~PART I – FINANCIAL INFORMATION, Item 1. Financial Statements~~ ~~Notes to the Consolidated Financial Statements~~


Note		Page		Page
1	Consolidated Financial Statements	9	Consolidated Financial Statements	15
2	Recent Accounting Guidance	12	Recent Accounting Guidance	17
3	Merger with DuPont	14	Separation from DowDuPont	18
4	Acquisitions and Divestitures	16	Revenue	21
5	Restructuring and Asset Related Charges - Net	17	Restructuring and Asset Related Charges - Net	23
6	Supplementary Information	19	Supplementary Information	25
7	Income Taxes	20	Earnings Per Share Calculations	26
8	Inventories	20	Inventories	27
9	Property	21	Nonconsolidated Affiliates	27
10	Goodwill and Other Intangible Assets	21	Goodwill and Other Intangible Assets	28
11	Transfers of Financial Assets	23	Transfers of Financial Assets	29
12	Notes Payable, Long-Term Debt and Available Credit Facilities	24	Notes Payable, Long-Term Debt and Available Credit Facilities	29
13	Commitments and Contingent Liabilities	26	Commitments and Contingent Liabilities	32
14	Accumulated Other Comprehensive Loss	31	Leases	35
15	Noncontrolling Interests	32	Stockholders' Equity	38
16	Pension Plans and Other Postretirement Benefits	33	Noncontrolling Interests	40
17	Stock-Based Compensation	34	Pension Plans and Other Postretirement Benefits	41
18	Financial Instruments	35	Stock-Based Compensation	42
19	Fair Value Measurements	42	Financial Instruments	43
20	Variable Interest Entities	44	Fair Value Measurements	47
21	Business and Geographic Areas	45	Variable Interest Entities	48
22			Related Party Transactions	49
23			Segments and Geographic Regions	50



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	)



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



Carrying Values of AgCo and SpecCo ¹	Dec 31, 2018
In millions	Dec 31, 2018
Accounts and notes receivable - Trade	$	2,768
Accounts and notes receivable - Other	773
Inventories	2,826
Other current assets	151
Investment in nonconsolidated affiliates	612
Other investments	2
Noncurrent receivables	35
Net property	3,014
Goodwill	7,590
Other intangible assets	1,830
Deferred income tax assets	239
Deferred charges and other assets	60
Total assets of discontinued operations	$	19,900
Notes payable	7
Long-term debt due within one year	4
Accounts payable - Trade	1,118
Accounts payable - Other	868
Income taxes payable	234
Accrued and other current liabilities	716
Long-Term Debt	5
Deferred income tax liabilities	568
Pension and other postretirement benefits - noncurrent	306
Other noncurrent obligations	662
Total liabilities of discontinued operations	$	4,488


1.	Includes assets and liabilities of consolidated variable interest entities related to discontinued operations.



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



Net Trade Sales by Segment and Business	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Hydrocarbons & Energy	$	1,325	$	2,008	$	4,078	$	5,715
Packaging and Specialty Plastics	3,737		4,136		11,327		12,591
Packaging & Specialty Plastics	$	5,062	$	6,144	$	15,405	$	18,306
Industrial Solutions	$	1,066	$	1,232	$	3,263	$	3,621
Polyurethanes & Construction Chemicals	2,295		2,674		6,914		8,045
Other	4		4		10		11
Industrial Intermediates & Infrastructure	$	3,365	$	3,910	$	10,187	$	11,677
Coatings & Performance Monomers	$	900	$	1,050	$	2,749	$	3,103
Consumer Solutions	1,350		1,455		4,139		4,353
Performance Materials & Coatings	$	2,250	$	2,505	$	6,888	$	7,456
Corporate	$	87	$	75	$	267	$	221
Total	$	10,764	$	12,634	$	32,747	$	37,660



Net Trade Sales by Geographic Region	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
U.S. & Canada	$	3,932	$	4,609	$	11,937	$	13,602
EMEAI ¹	3,621		4,386		11,228		13,257
Asia Pacific	2,193		2,362		6,464		7,030
Latin America	1,018		1,277		3,118		3,771
Total	$	10,764	$	12,634	$	32,747	$	37,660



Contract Assets and Liabilities	Sep 30, 2019		Dec 31, 2018
In millions	Sep 30, 2019		Dec 31, 2018
Accounts and notes receivable - Trade	$	5,125	$	5,646
Contract assets - current ¹	$	78	$	19
Contract assets - noncurrent ²	$	3	$	1
Contract liabilities - current ³	$	201	$	134
Contract liabilities - noncurrent ⁴	$	1,619	$	1,318


1.	Included in "Other current assets" in the consolidated balance sheets.


2.	Included in "Deferred charges and other assets" in the consolidated balance sheets.


3.	Included in "Accrued and other current liabilities" in the consolidated balance sheets.


4.	Included in "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	Severance and Related Benefit Costs			Costs Associated with Exit and Disposal Activities			Total
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.~~



Adjustments to the 2015 Restructuring Reserve ¹	Three Months Ended					Nine Months Ended
In millions	Sep 30, 2017		Sep 30, 2016			Sep 30, 2017			Sep 30, 2016
Severance and related benefit credits	$	—	$	—		$	(9	)	$	—
Asset related credits and other	$	—	$	(1	)	$	—		$	(3	)
Costs (credits) associated with exit and disposal activities	$	—	$	1		$	(1	)	$	6



Accrued and Other Current Liabilities	Sep 30, 2017		Dec 31, 2016
In millions	Sep 30, 2017		Dec 31, 2016
Accrued payroll	$	1,005	$	1,105
Employee retirement plans ¹	$	1,150	$	364



Net Income for Earnings Per Share Calculations	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
In millions	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Income from continuing operations, net of tax	$	347	$	714	$	593	$	2,449
Net income attributable to noncontrolling interests - continuing operations	14		32		61		78
Net income attributable to participating securities - continuing operations ¹	2		—		4		—
Income from continuing operations attributable to common stockholders	$	331	$	682	$	528	$	2,371
Income from discontinued operations, net of tax	$	—	$	335	$	445	$	1,403
Net income attributable to noncontrolling interests - discontinued operations	—		4		13		24
Income from discontinued operations attributable to common stockholders	$	—	$	331	$	432	$	1,379
Net income attributable to common stockholders	$	331	$	1,013	$	960	$	3,750



Earnings Per Share Calculations - Basic	Three Months Ended				Nine Months Ended
Dollars per share	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Dollars per share	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Income from continuing operations attributable to common stockholders	$	0.45	$	0.91	$	0.71	$	3.17
Income from discontinued operations attributable to common stockholders	—		0.45		0.58		1.85
Net income attributable to common stockholders	$	0.45	$	1.36	$	1.29	$	5.02



Earnings Per Share Calculations - Diluted	Three Months Ended				Nine Months Ended
Dollars per share	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Dollars per share	Sep 30, 2019		Sep 30, 2018		Sep 30, 2019		Sep 30, 2018
Income from continuing operations attributable to common stockholders	$	0.45	$	0.91	$	0.71	$	3.17
Income from discontinued operations attributable to common stockholders	—		0.45		0.58		1.85
Net income attributable to common stockholders	$	0.45	$	1.36	$	1.29	$	5.02


1.	Restricted stock units (formerly termed deferred stock) are considered participating securities due to the Company's practice of paying dividend equivalents on unvested shares.


3.	These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive. For the three and nine months ended September 30, 2018, the Company did not engage in activities giving rise to dilution.



Investments in Nonconsolidated Affiliates	Sep 30, 2019			Dec 31, 2018
In millions	Sep 30, 2019			Dec 31, 2018
Investment in nonconsolidated affiliates	$	3,007		$	3,320
Other noncurrent obligations	(139		)	—
Net investment in nonconsolidated affiliates	$	2,868		$	3,320